Other Indemnification Rights. The rights of the Individual under this Paragraph 8 shall supplement, rather than supplant, any other rights the Individual may have under the certificate of incorporation, charter, or bylaws of the Company, under Delaware law or otherwise.
Other Indemnification Rights. Notwithstanding anything to the contrary contained in this Agreement, the Company hereby acknowledges that an Indemnitee may have certain rights to indemnification, insurance and/or advancement of expenses provided by one or more Entities who employ such Indemnitee or of which such Indemnitee is a partner or member or with such Entity’s respective affiliated investment funds, managed funds and management companies, if applicable, or such Entity’s respective affiliates (collectively, the “Secondary Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort—meaning that, its obligations under this Agreement are primary and any obligation of the Secondary Indemnitors to advance expenses and provide indemnification for the same expenses and liabilities incurred by any such Indemnitee are secondary, (ii) that it shall be required to advance the full amount of Indemnifiable Expenses incurred by any such Indemnitee and shall be liable for the full amount of any Indemnifiable Amounts to the extent legally permitted and as required by this Agreement, the certificate of incorporation, the bylaws or any other agreement between the Company and such Indemnitee, without regard to any rights that such Indemnitee may have against the Secondary Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims that it has or may have against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors shall affect the foregoing and that the Secondary Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of any such Indemnitee against the Company. The Company and each Indemnitee agree that Secondary Indemnitors are express third-party beneficiaries of this Section 3(c). In furtherance and not in limitation of the foregoing, in the event that a Secondary Indemnitor (other than the Company or any of its Subsidiaries) pays, forwards or otherwise satisfies any Indemnifiable Amounts to the Indemnitee, such amounts shall be promptly reimbursed by the Company to such payor to the extent that such Indemnifiable Amounts were required to be paid by the Company to the Indemnitee pursuant to the terms of this Agreement.
Other Indemnification Rights. Nothing contained in this Agreement shall affect any right to indemnification to which Executive may be entitled by the General Company Law of Utah, the Company's amended articles of incorporation, its amended bylaws, contract or otherwise.
Other Indemnification Rights. Section 16.1.7 is added as follows:
(a) Yahoo!‘s provision of Customer data to Microsoft through the data provisions protocols agreed by the parties or in a manner requested by Microsoft as part of the transition of sales responsibilities under Section 5.13; or (b) except to the extent that any Third Party Claim arises out of or is based on a Yahoo! Indemnified Party’s collection of Customer data in a manner that does not comply with applicable law, Microsoft’s use of Customer data provided by Yahoo to Microsoft as part of the transition of sales responsibilities under Section 5.13 or Microsoft’s ongoing management of Customers.
Other Indemnification Rights. The indemnification provided by this SECTION 4.7 will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, Vote of Partners or otherwise.
Other Indemnification Rights. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to any of the Company, Midco or UCI or any of their Affiliates, for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct (for purposes of this Section 5.8.2, gross negligence or willful misconduct shall not be deemed to apply absent a final, non-appealable judgment of a court of competent jurisdiction to such effect). A “Third-Party Claim” means any (a) claim brought by a Person other than the Company, Midco, UCI or any of their subsidiaries or, with respect to an Investor, other than a member of the Corresponding Investor Group or, with respect to an Indemnitee, other than such Indemnitee and (b) any derivative claim brought in the name of the Company, Midco, UCI or any of their respective subsidiaries that is initiated by a Person, with respect to an Investor, other than a member of the Corresponding Investor Group or, with respect to any Indemnitee, other than such Indemnitee.
Other Indemnification Rights. The indemnification rights provided for in this Article XII are not intended to be exclusive right to indemnification and shall not affect any other rights to which an Indemnified Person may be entitled or to limit any lawful rights to indemnification existing independently of this Article XII.
Other Indemnification Rights. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy that an Indemnified Person may have for breach of any representation, warranty, covenant or agreement; Share Purchase Agreement (Final) provided, that, in the absence of fraud, the limitations on rights of indemnification set forth in Section 8.3 shall apply to such remedies.
Other Indemnification Rights. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which any Indemnified Party or other person may be entitled under the Articles of Incorporation, any agreement, bylaw (including without limitation any other or further Section or provision of this Article VI), vote of the stockholders or disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his or her official capacity and as to action in another capacity while holding such office.
Other Indemnification Rights. Indemnification similar to that specified in the preceding subsections of this Section 3 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.
