IN GOOD FAITH IF
INDEMNITEE'S ACTION IS BASED ON THE RECORDS OR BOOKS OF ACCOUNT OF THE
ENTERPRISE, INCLUDING FINANCIAL STATEMENTS, OR ON INFORMATION SUPPLIED TO
INDEMNITEE BY THE OFFICERS OF THE ENTERPRISE (AS HEREINAFTER DEFINED) IN THE
COURSE OF THEIR DUTIES, OR ON THE ADVICE OF LEGAL COUNSEL FOR THE ENTERPRISE OR
ON INFORMATION OR RECORDS GIVEN OR REPORTS MADE TO THE ENTERPRISE BY AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OR BY AN APPRAISER OR OTHER EXPERT
SELECTED WITH REASONABLE CARE BY THE ENTERPRISE. IN ADDITION, THE KNOWLEDGE
AND/OR ACTIONS, OR FAILURE TO ACT, OF ANY DIRECTOR, OFFICER, AGENT OR EMPLOYEE
OF THE ENTERPRISE SHALL NOT BE IMPUTED TO INDEMNITEE FOR PURPOSES OF DETERMINING
THE RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. WHETHER OR NOT THE FOREGOING
PROVISIONS OF THIS SECTION
6(E) ARE SATISFIED, IT SHALL IN ANY EVENT BE
PRESUMED THAT INDEMNITEE HAS AT ALL TIMES ACTED IN GOOD FAITH AND IN A MANNER HE
REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE
COMPANY. ANYONE SEEKING TO OVERCOME THIS PRESUMPTION SHALL HAVE THE BURDEN OF
PROOF AND THE BURDEN OF PERSUASION BY CLEAR AND CONVINCING EVIDENCE.
(F)
IF THE PERSON, PERSONS OR ENTITY EMPOWERED OR SELECTED UNDER
SECTION 6 TO DETERMINE WHETHER INDEMNITEE IS ENTITLED TO INDEMNIFICATION SHALL
NOT HAVE MADE A DETERMINATION WITHIN SIXTY (60) DAYS AFTER RECEIPT BY THE
COMPANY OF THE REQUEST THEREFOR, THE REQUISITE DETERMINATION OF ENTITLEMENT TO
INDEMNIFICATION SHALL BE DEEMED TO HAVE BEEN MADE AND INDEMNITEE SHALL BE
ENTITLED TO SUCH INDEMNIFICATION ABSENT (I) A MISSTATEMENT BY INDEMNITEE OF A
MATERIAL FACT, OR AN OMISSION OF A MATERIAL FACT NECESSARY TO MAKE INDEMNITEE'S
STATEMENT NOT MATERIALLY MISLEADING, IN CONNECTION WITH THE REQUEST FOR
INDEMNIFICATION, OR (II) A PROHIBITION OF SUCH INDEMNIFICATION UNDER APPLICABLE
LAW; PROVIDED, HOWEVER, THAT SUCH 60-DAY PERIOD MAY BE EXTENDED FOR A REASONABLE
TIME, NOT TO EXCEED AN ADDITIONAL THIRTY (30) DAYS, IF THE PERSON, PERSONS OR
ENTITY MAKING SUCH DETERMINATION WITH RESPECT TO ENTITLEMENT TO INDEMNIFICATION
IN GOOD FAITH REQUIRES SUCH ADDITIONAL TIME TO OBTAIN OR EVALUATE DOCUMENTATION
AND/OR INFORMATION RELATING THERETO; AND PROVIDED, FURTHER, THAT THE FOREGOING
PROVISIONS OF THIS SECTION 6(G) SHALL NOT APPLY IF THE DETERMINATION OF
ENTITLEMENT TO INDEMNIFICATION IS TO BE MADE BY THE STOCKHOLDERS PURSUANT TO
SECTION 6(B) OF THIS AGREEMENT AND IF (A) WITHIN FIFTEEN (15) DAYS AFTER RECEIPT
BY THE COMPANY OF THE REQUEST FOR SUCH DETERMINATION, THE BOARD OF DIRECTORS OR
THE DISINTERESTED DIRECTORS, IF APPROPRIATE, RESOLVE TO SUBMIT SUCH
DETERMINATION TO THE STOCKHOLDERS FOR THEIR CONSIDERATION AT AN ANNUAL MEETING
THEREOF TO BE HELD WITHIN SEVENTY-FIVE (75) DAYS AFTER SUCH RECEIPT AND SUCH
DETERMINATION IS MADE THEREAT, OR (B) A SPECIAL MEETING OF STOCKHOLDERS IS
CALLED WITHIN FIFTEEN (15) DAYS AFTER SUCH RECEIPT FOR THE PURPOSE OF MAKING
SUCH DETERMINATION, SUCH MEETING IS HELD FOR SUCH PURPOSE WITHIN SIXTY (60) DAYS
AFTER HAVING BEEN SO CALLED AND SUCH DETERMINATION IS MADE THEREAT.
(G)
INDEMNITEE SHALL COOPERATE WITH THE PERSON, PERSONS OR ENTITY
MAKING SUCH