A PORTION OF ANY
EXPENSES OR LIABILITIES OF ANY TYPE WHATSOEVER INCURRED BY HIM IN THE
INVESTIGATION, DEFENSE, SETTLEMENT OR APPEAL OF A PROCEEDING BUT NOT ENTITLED TO
ALL OF THE TOTAL AMOUNT THEREOF, THE COMPANY SHALL NEVERTHELESS INDEMNIFY
INDEMNITEE FOR SUCH TOTAL AMOUNT EXCEPT AS TO THE PORTION THEREOF FOR WHICH IT
HAS BEEN DETERMINED PURSUANT TO SECTION 5 HEREOF THAT INDEMNITEE IS NOT
ENTITLED.
14.2
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 ONE AND THE SAME AGREEMENT. ONLY ONE
SUCH COUNTERPART SIGNED BY THE PARTY AGAINST WHOM ENFORCEABILITY IS SOUGHT NEEDS
TO BE PRODUCED TO EVIDENCE THE EXISTENCE OF THIS AGREEMENT.
14.3
INTERPRETATION OF AGREEMENT.
IT IS UNDERSTOOD THAT THE PARTIES HERETO
INTEND THIS AGREEMENT TO BE INTERPRETED AND ENFORCED SO AS TO PROVIDE
INDEMNIFICATION TO INDEMNITEE TO THE FULLEST EXTENT NOT NOW OR HEREAFTER
PROHIBITED BY LAW.
14.4
HEADINGS.
THE HEADINGS OF THE SECTIONS AND PARAGRAPHS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONSTITUTE PART OF, THIS AGREEMENT OR TO AFFECT THE CONSTRUCTION THEREOF.
14.5
PRONOUNS.
USE OF THE MASCULINE PRONOUN SHALL BE DEEMED TO INCLUDE USE
OF THE FEMININE PRONOUN WHERE APPROPRIATE.
14.6
MODIFICATION AND WAIVER.
NO SUPPLEMENT, MODIFICATION OR AMENDMENT OF
THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN WRITING BY BOTH OF THE
PARTIES TO THIS AGREEMENT. NO WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE
DEEMED TO CONSTITUTE A WAIVER OF ANY OF THE PROVISIONS HEREOF (WHETHER OR NOT
SIMILAR) NOR SHALL SUCH WAIVER CONSTITUTE A CONTINUING WAIVER. NO WAIVER OF ANY
PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS EXECUTED IN WRITING.
14.7
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF
(I) DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY TO WHOM SAID NOTICE OR
OTHER COMMUNICATION SHALL HAVE BEEN DIRECTED OR (II) MAILED BY CERTIFIED OR
REGISTERED MAIL WITH POSTAGE PREPAID, ON THE THIRD BUSINESS DAY AFTER THE DATE
ON WHICH IT IS SO MAILED:
(A)
IF TO INDEMNITEE, TO:
[Insert name, address, and phone of
Indemnitee]
11
(B)
IF TO THE COMPANY TO:
HESKA CORPORATION
3760 Rocky Mountain Avenue
Loveland, Colorado 80538
Attention: Chief Executive Officer
Telephone:
(970) 493-7272
Telefax:
(970) 619-3003
with a copy to:
HESKA CORPORATION
3760 Rocky Mountain Avenue
Loveland, Colorado 80538
Attention: Secretary
Telephone:
(970) 493-7272
Telefax:
(970) 619-3003
or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.
14.8
GOVERNING LAW.
THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, AS APPLIED TO CONTRACTS BETWEEN DELAWARE RESIDENTS ENTERED INTO AND TO
BE PERFORMED ENTIRELY WITHIN DELAWARE.
14.9
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE