MATERIAL ASSERTIONS MADE BY INDEMNITEE AS A BASIS FOR SUCH
ACTION WERE NOT MADE IN GOOD FAITH OR WERE FRIVOLOUS.
IN THE EVENT OF AN ACTION
INSTITUTED BY OR IN THE NAME OF THE COMPANY UNDER THIS AGREEMENT OR TO ENFORCE
OR INTERPRET ANY OF THE TERMS OF THIS AGREEMENT, INDEMNITEE SHALL BE ENTITLED TO
BE PAID ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED
BY INDEMNITEE IN DEFENSE OF SUCH ACTION (INCLUDING WITH RESPECT TO INDEMNITEE'S
COUNTERCLAIMS AND CROSS-CLAIMS MADE IN SUCH ACTION), UNLESS AS A PART OF SUCH
ACTION THE COURT DETERMINES THAT EACH OF INDEMNITEE'S MATERIAL DEFENSES TO SUCH
ACTION WERE MADE IN BAD FAITH OR WERE FRIVOLOUS.
14.
NOTICE.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN (I) IF
DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY ADDRESSEE, ON THE DATE OF SUCH
RECEIPT OR (II) IF MAILED BY DOMESTIC CERTIFIED OR REGISTERED MAIL WITH POSTAGE
PREPAID, ON THE THIRD BUSINESS DAY AFTER THE DATE POSTMARKED.
ADDRESSES FOR
NOTICE TO EITHER PARTY ARE AS SHOWN ON THE SIGNATURE PAGE OF THIS AGREEMENT, OR
AS SUBSEQUENTLY MODIFIED BY WRITTEN NOTICE.
15.
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE EACH HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY
FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH ARISES OUT OF
OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION INSTITUTED UNDER THIS
AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF THE STATE OF NEW JERSEY.
16.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND ITS
PROVISIONS CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, AS
APPLIED TO CONTRACTS BETWEEN NEW JERSEY RESIDENTS ENTERED INTO AND TO BE
PERFORMED ENTIRELY WITHIN NEW JERSEY WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
7
17.
PERIOD OF LIMITATIONS.
NO LEGAL ACTION SHALL BE BROUGHT AND NO
CAUSE OF ACTION SHALL BE ASSERTED BY OR IN THE RIGHT OF THE COMPANY AGAINST
INDEMNITEE, INDEMNITEE'S ESTATE, SPOUSE, HEIRS, EXECUTORS OR PERSONAL OR LEGAL
REPRESENTATIVES AFTER THE EXPIRATION OF TWO YEARS FROM THE DATE OF ACCRUAL OF
SUCH CAUSE OF ACTION, AND ANY CLAIM OR CAUSE OF ACTION OF THE COMPANY SHALL BE
EXTINGUISHED AND DEEMED RELEASED UNLESS ASSERTED BY THE TIMELY FILING OF A LEGAL
ACTION WITHIN SUCH TWO-YEAR PERIOD; PROVIDED, HOWEVER, THAT IF ANY SHORTER
PERIOD OF LIMITATIONS IS OTHERWISE APPLICABLE TO ANY SUCH CAUSE OF ACTION, SUCH
SHORTER PERIOD SHALL GOVERN.
18.
SUBROGATION.
IN THE EVENT OF 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 DOCUMENTS REQUIRED AND SHALL DO
ALL ACTS THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND TO ENABLE THE COMPANY
EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
19.
AMENDMENT; TERMINATION.
NO AMENDMENT, MODIFICATION, TERMINATION
OR CANCELLATION OF THIS AGREEMENT SHALL BE