INSURANCE IN
EFFECT, THE COMPANY SHALL GIVE PROMPT NOTICE OF THE COMMENCEMENT OF SUCH
PROCEEDING TO THE INSURERS IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE
RESPECTIVE POLICIES.
THE COMPANY SHALL THEREAFTER TAKE ALL NECESSARY OR
DESIRABLE ACTION TO CAUSE SUCH INSURERS TO PAY, ON BEHALF OF THE INDEMNITEE, ALL
AMOUNTS PAYABLE AS A RESULT OF SUCH PROCEEDING IN ACCORDANCE WITH THE TERMS OF
SUCH POLICIES.
(C)
IN THE EVENT OF ANY PAYMENT UNDER THIS AGREEMENT, THE COMPANY
SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE RIGHTS OF
RECOVERY OF INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS REQUIRED AND TAKE ALL
ACTION NECESSARY TO SECURE SUCH RIGHTS, INCLUDING EXECUTION OF SUCH DOCUMENTS AS
ARE NECESSARY TO ENABLE THE COMPANY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
(D)
THE COMPANY SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO MAKE ANY
PAYMENT OF AMOUNTS OTHERWISE INDEMNIFIABLE (OR FOR WHICH ADVANCEMENT IS PROVIDED
HEREUNDER) HEREUNDER IF AND TO THE EXTENT THAT INDEMNITEE HAS OTHERWISE ACTUALLY
RECEIVED SUCH PAYMENT UNDER ANY INSURANCE POLICY, CONTRACT, AGREEMENT OR
OTHERWISE.
(E)
THE COMPANY'S OBLIGATION TO INDEMNIFY OR ADVANCE EXPENSES
HEREUNDER TO INDEMNITEE WHO IS OR WAS SERVING AT THE REQUEST OF THE COMPANY AS A
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANY OTHER CORPORATION, LIMITED LIABILITY
COMPANY, PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER
ENTERPRISE SHALL BE REDUCED BY ANY AMOUNT INDEMNITEE HAS ACTUALLY RECEIVED AS
INDEMNIFICATION OR ADVANCEMENT OF EXPENSES FROM SUCH OTHER CORPORATION, LIMITED
LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR
OTHER ENTERPRISE.
SECTION 15.
DURATION OF AGREEMENT.
THIS AGREEMENT SHALL CONTINUE
UNTIL AND TERMINATE UPON THE LATER OF: (A) SIX YEARS AFTER THE DATE THAT
INDEMNITEE SHALL HAVE CEASED TO SERVE AS A [DIRECTOR] [OFFICER] OF THE COMPANY
[AND, AT THE REQUEST OF THE COMPANY, AS A [DIRECTOR] [OFFICER] [EMPLOYEE]
[AGENT] OF ANOTHER ENTERPRISE] OR (B) ONE YEAR AFTER THE FINAL TERMINATION OF
ANY PROCEEDING THEN PENDING IN RESPECT OF WHICH INDEMNITEE IS GRANTED RIGHTS OF
INDEMNIFICATION OR ADVANCEMENT OF EXPENSES HEREUNDER AND OF ANY PROCEEDING
COMMENCED BY INDEMNITEE PURSUANT TO SECTION 13 OF THIS AGREEMENT RELATING
THERETO.
THIS AGREEMENT SHALL BE BINDING UPON THE COMPANY AND ITS SUCCESSORS
AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF INDEMNITEE AND [HIS] [HER] HEIRS,
EXECUTORS AND ADMINISTRATORS.
SECTION 16.
SEVERABILITY.
IF ANY PROVISION OR PROVISIONS OF THIS
AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON
WHATSOEVER: (A) THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, EACH PORTION OF ANY
SECTION OF THIS AGREEMENT CONTAINING ANY SUCH PROVISION HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE, THAT IS NOT ITSELF INVALID, ILLEGAL OR UNENFORCEABLE)
SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY AND SHALL REMAIN
ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW; (B) SUCH PROVISION OR
PROVISIONS SHALL BE DEEMED REFORMED TO THE EXTENT NECESSARY TO CONFORM TO
APPLICABLE LAW AND TO GIVE THE MAXIMUM EFFECT TO THE INTENT OF THE PARTIES