HERETO; AND
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(C) TO THE FULLEST EXTENT POSSIBLE, THE 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 BE CONSTRUED SO AS TO GIVE EFFECT TO
THE INTENT MANIFESTED THEREBY.
SECTION 17.
ENFORCEMENT.
(A)
THE COMPANY EXPRESSLY CONFIRMS AND AGREES THAT IT HAS ENTERED INTO
THIS AGREEMENT AND ASSUMED THE OBLIGATIONS IMPOSED ON IT HEREBY IN ORDER TO
INDUCE INDEMNITEE 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], AND THE COMPANY ACKNOWLEDGES THAT INDEMNITEE IS RELYING UPON THIS
AGREEMENT IN SERVING IN SUCH CAPACITY.
(B)
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL, WRITTEN AND IMPLIED, BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF; PROVIDED, HOWEVER,
THAT THIS AGREEMENT IS A SUPPLEMENT TO AND IN FURTHERANCE OF THE CHARTER, THE
BY-LAWS AND APPLICABLE LAW, AND SHALL NOT BE DEEMED A SUBSTITUTE THEREFOR, NOR
TO DIMINISH OR ABROGATE ANY RIGHTS OF INDEMNITEE THEREUNDER.
SECTION 18.
MODIFICATION AND WAIVER.
NO SUPPLEMENT, MODIFICATION OR
AMENDMENT OF THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN WRITING BY THE
PARTIES THERETO.
NO WAIVER OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE
DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISIONS OF THIS AGREEMENT
NOR SHALL ANY WAIVER CONSTITUTE A CONTINUING WAIVER.
SECTION 19.
NOTICE BY INDEMNITEE.
INDEMNITEE AGREES PROMPTLY TO
NOTIFY THE COMPANY IN WRITING UPON BEING SERVED WITH ANY SUMMONS, CITATION,
SUBPOENA, COMPLAINT, INDICTMENT, INFORMATION OR OTHER DOCUMENT RELATING TO ANY
PROCEEDING OR MATTER WHICH MAY BE SUBJECT TO INDEMNIFICATION OR ADVANCEMENT OF
EXPENSES COVERED HEREUNDER.
THE FAILURE OF INDEMNITEE TO SO NOTIFY THE COMPANY
SHALL NOT RELIEVE THE COMPANY OF ANY OBLIGATION WHICH IT MAY HAVE TO THE
INDEMNITEE UNDER THIS AGREEMENT OR OTHERWISE.
SECTION 20.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN IF (A) DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY TO
WHOM SAID NOTICE OR OTHER COMMUNICATION SHALL HAVE BEEN DIRECTED, (B) MAILED BY
CERTIFIED OR REGISTERED MAIL WITH POSTAGE PREPAID, ON THE THIRD BUSINESS DAY
AFTER THE DATE ON WHICH IT IS SO MAILED, (C) MAILED BY REPUTABLE OVERNIGHT
COURIER AND RECEIPTED FOR BY THE PARTY TO WHOM SAID NOTICE OR OTHER
COMMUNICATION SHALL HAVE BEEN DIRECTED OR (D) SENT BY FACSIMILE TRANSMISSION,
WITH RECEIPT OF ORAL CONFIRMATION THAT SUCH TRANSMISSION HAS BEEN RECEIVED:
(A)
IF TO INDEMNITEE, AT THE ADDRESS INDICATED ON THE SIGNATURE PAGE
OF THIS AGREEMENT, OR SUCH OTHER ADDRESS AS INDEMNITEE SHALL PROVIDE TO THE
COMPANY.
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(B)
IF TO THE COMPANY, TO
Superior Essex Inc.
150 Interstate North Parkway
Atlanta, GA 30339-2101
Attn: Corporate Secretary
or to