THAT EACH OF INDEMNITEE'S MATERIAL DEFENSES TO
SUCH ACTION WERE MADE IN BAD FAITH OR WERE FRIVOLOUS.
15.
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, POSTAGE
PREPAID, ON THE THIRD (3RD) 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 GIVEN PURSUANT TO THIS SECTION 15.
16.
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE EACH HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE
FOR ALL PURPOSES IN CONNECTION WITH ANY 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 DELAWARE CHANCERY COURT.
10
17.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
18.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT UNDER THIS AGREEMENT,
THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE
RIGHTS OF RECOVERY OF INDEMNITEE (UNDER ANY INSURANCE POLICY OR OTHERWISE), WHO
SHALL EXECUTE ALL DOCUMENTS REQUIRED AND SHALL DO ALL ACTS THAT MAY BE NECESSARY
TO SECURE SUCH RIGHTS AND TO ENABLE THE COMPANY TO EFFECTIVELY
BRING SUIT TO
ENFORCE SUCH RIGHTS.
19.
PARTIES IN INTEREST. NOTHING IN THIS AGREEMENT, WHETHER EXPRESS OR
IMPLIED, IS INTENDED TO CONFER ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS
AGREEMENT TO ANY PERSONS OTHER THAN THE PARTIES TO IT AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (INCLUDING AN ESTATE OF INDEMNITEE), NOR IS ANYTHING IN
THIS AGREEMENT INTENDED TO RELIEVE OR DISCHARGE THE OBLIGATION OR LIABILITY OF
ANY THIRD PERSONS TO ANY PARTY HERETO. FURTHERMORE, NO PROVISION OF THIS
AGREEMENT SHALL GIVE ANY THIRD PERSONS ANY RIGHT OF SUBROGATION OR ACTION
AGAINST ANY PARTY HERETO.
20.
CONTINUATION OF INDEMNIFICATION.
ALL AGREEMENTS AND OBLIGATIONS
OF THE COMPANY CONTAINED HEREIN SHALL CONTINUE DURING THE PERIOD THAT INDEMNITEE
IS A DIRECTOR OR OFFICER OF THE COMPANY AND SHALL CONTINUE THEREAFTER SO LONG AS
INDEMNITEE SHALL BE SUBJECT TO ANY POSSIBLE CLAIM OR ANY PROCEEDING BY REASON OF
THE FACT THAT INDEMNITEE WAS SERVING IN THE CAPACITY REFERRED TO HEREIN.
21.
INDEMNIFICATION BY ONE OR MORE SUBSIDIARIES.
IF AT ANY TIME
DURING THE APPLICATION OF THIS AGREEMENT, INDEMNITEE IS ALSO PARTY TO A SEPARATE
INDEMNITY AGREEMENT BETWEEN THE INDEMNITEE AND ONE OR MORE OF THE COMPANY'S
SUBSIDIARIES, THEN INDEMNITEE SPECIFICALLY AGREES THAT ALL DEMANDS AND CLAIMS
FOR INDEMNIFICATION BY INDEMNITEE SHALL FIRST BE PRESENTED TO, AND EITHER PAID
OR REJECTED, IN WHOLE OR IN PART, BY,