SUCH INSURERS TO PAY, ON BEHALF OF THE
AGENT, ALL AMOUNTS PAYABLE AS A RESULT OF SUCH PROCEEDING IN ACCORDANCE WITH THE
TERMS OF SUCH POLICY.
(B)
IN THE EVENT OF PAYMENT BY THE CORPORATION
UNDER THIS AGREEMENT, THE CORPORATION SHALL BE SUBROGATED TO THE EXTENT OF SUCH
PAYMENT TO ALL OF THE RIGHTS OF RECOVERY OF AGENT WITH RESPECT TO ANY INSURANCE
POLICY, WHO SHALL EXECUTE ALL DOCUMENTS REQUIRED AND SHALL
6
DO ALL ACTS THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND TO ENABLE THE
CORPORATION EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS IN ACCORDANCE WITH
THE TERMS OF SUCH INSURANCE POLICY.
12.
NON-EXCLUSIVITY OF RIGHTS.
THE RIGHTS
CONFERRED ON AGENT BY THIS AGREEMENT SHALL NOT BE EXCLUSIVE OF ANY OTHER RIGHT
WHICH AGENT MAY HAVE OR HEREAFTER ACQUIRE UNDER ANY STATUTE, PROVISION OF THE
CORPORATION'S CERTIFICATE OF INCORPORATION OR BYLAWS, AGREEMENT, VOTE OF
STOCKHOLDERS OR DIRECTORS, OR OTHERWISE, BOTH AS TO ACTION IN HIS OFFICIAL
CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE HOLDING OFFICE.
13.
SURVIVAL OF RIGHTS.
(A)
THE RIGHTS CONFERRED ON AGENT BY THIS
AGREEMENT SHALL CONTINUE AFTER AGENT HAS CEASED TO BE A DIRECTOR, OFFICER,
EMPLOYEE OR OTHER AGENT OF THE CORPORATION OR TO SERVE AT THE REQUEST OF THE
CORPORATION AS A DIRECTOR, OFFICER, EMPLOYEE OR OTHER AGENT OF ANOTHER
CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER
ENTERPRISE AND SHALL INURE TO THE BENEFIT OF AGENT'S HEIRS, EXECUTORS AND
ADMINISTRATORS.
(B)
THE CORPORATION SHALL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE CORPORATION, EXPRESSLY
TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE CORPORATION WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
14.
SEPARABILITY.
EACH OF THE PROVISIONS OF THIS
AGREEMENT IS A SEPARATE AND DISTINCT AGREEMENT AND INDEPENDENT OF THE OTHERS, SO
THAT IF ANY PROVISION HEREOF SHALL BE HELD TO BE INVALID FOR ANY REASON, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF THE OTHER PROVISIONS HEREOF.
FURTHERMORE, IF THIS AGREEMENT SHALL BE
INVALIDATED IN ITS ENTIRETY ON ANY GROUND, THEN THE CORPORATION SHALL
NEVERTHELESS INDEMNIFY AGENT TO THE FULLEST EXTENT PROVIDED BY THE BYLAWS, THE
CODE OR ANY OTHER APPLICABLE LAW.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
16.
AMENDMENT AND TERMINATION.
NO AMENDMENT,
NOTIFICATION, TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS IN WRITING SIGNED BY BOTH PARTIES HERETO.
17.
IDENTICAL COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL FOR ALL PURPOSES BE
DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE BUT ONE AND
THE SAME AGREEMENT.
ONLY ONE SUCH COUNTERPART NEED BE PRODUCED TO EVIDENCE THE
EXISTENCE OF THIS AGREEMENT.
18.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF
THIS