CONTRIBUTION.
IF IT IS ESTABLISHED, UNDER SECTION 5(C) OR
OTHERWISE, THAT INDEMNITEE HAS THE RIGHT TO BE INDEMNIFIED UNDER SECTION 2(A) IN
RESPECT OF ANY CLAIM, BUT THAT RIGHT IS UNENFORCEABLE BY REASON OF ANY
APPLICABLE LAW OR PUBLIC POLICY, THEN, TO THE FULLEST EXTENT APPLICABLE LAW
PERMITS, THE PARTNERSHIP, IN LIEU OF INDEMNIFYING OR CAUSING THE INDEMNIFICATION
OF INDEMNITEE UNDER SECTION 2(A), WILL, OR WILL CAUSE A PARTNERSHIP ENTITY TO,
CONTRIBUTE TO THE AMOUNT INDEMNITEE HAS INCURRED, WHETHER FOR JUDGMENTS, FINES,
PENALTIES, EXCISE TAXES, AMOUNTS PAID OR TO BE PAID IN SETTLEMENT OR FOR
EXPENSES REASONABLY INCURRED, IN CONNECTION WITH THAT CLAIM, IN SUCH PROPORTION
AS IS DEEMED FAIR AND REASONABLE IN LIGHT OF ALL THE CIRCUMSTANCES OF THAT CLAIM
IN ORDER TO REFLECT:
(1)
THE RELATIVE BENEFITS INDEMNITEE AND THE
PARTNERSHIP HAVE RECEIVED AS A RESULT OF THE EVENT(S) OR TRANSACTION(S) GIVING
RISE TO THAT CLAIM; OR
(2)
THE RELATIVE FAULT OF INDEMNITEE AND OF THE
PARTNERSHIP AND ITS OTHER FUNCTIONARIES IN CONNECTION WITH THOSE EVENT(S) OR
TRANSACTION(S).
SECTION 19.
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT AND THE
LEGAL RELATIONS AMONG THE PARTIES WILL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO ITS CONFLICT OF LAWS RULES.
EXCEPT WITH RESPECT TO ANY ARBITRATION
INDEMNITEE COMMENCES UNDER SECTION 7 OR AS SECTION 2(A) EXPRESSLY CONTEMPLATES
OTHERWISE, THE COMPANY AND INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(1)
AGREE THAT ANY ACTION OR PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE BROUGHT ONLY IN THE COURT OF
CHANCERY AND NOT IN ANY OTHER STATE OR FEDERAL COURT IN THE UNITED STATES OF
AMERICA OR ANY COURT IN ANY OTHER COUNTRY;
(2)
CONSENT TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURT OF CHANCERY FOR PURPOSES OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT;
(3)
WAIVE ANY OBJECTION TO THE LAYING OF VENUE
OF ANY SUCH ACTION OR PROCEEDING IN THE COURT OF CHANCERY; AND
(4)
WAIVE, AND AGREE NOT TO PLEAD OR TO MAKE,
ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN THE COURT OF CHANCERY
HAS BEEN BROUGHT IN AN IMPROPER OR OTHERWISE INCONVENIENT FORUM.
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SECTION 20.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE COMPANY AND INDEMNITEE, AND SUPERSEDES ALL PRIOR
ORAL, WRITTEN OR IMPLIED AGREEMENTS AND UNDERSTANDINGS OF THE COMPANY AND
INDEMNITEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first above written.
ATTEST:
K-SEA GENERAL PARTNER GP LLC
By:
By:
[Name]
[Title]
ATTEST:
K-SEA GENERAL PARTNER L.P.
By:
K-Sea General Partner GP LLC,
its general partner
By:
By:
[Name]
[Title]
ATTEST:
K-SEA TRANSPORTATION PARTNERS L.P.
By:
K-Sea General Partner L.P.,
its general partner
By:
K-Sea General Partner GP LLC,
its general partner
By:
By:
[Name]
[Title]
ATTEST:
INDEMNITEE:
By:
[Name]
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