A PERIOD OF ONE (1) YEAR
THEREAFTER; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE DEEMED TO PROHIBIT A
CLASS B MEMBER FROM CONDUCTING SOLICITATIONS OF THE GENERAL PUBLIC FOR
EMPLOYMENT BY SUCH CLASS B MEMBER.
16.10.
MEMBERS' EXPENSES.
EACH PARTY SHALL PAY FOR THE EXPENSES
INCURRED IN CONNECTION WITH ITS DIRECTORS AND EMPLOYEES ATTENDING MEETINGS.
THE
MANAGEMENT COMPANY SHALL DEVELOP A PLAN FOR COMPENSATING OUTSIDE DIRECTORS.
16.11.
INSURANCE.
THE OPERATING COMPANY SHALL PURCHASE AND
MAINTAIN INSURANCE COVERAGE ADEQUATE TO COVER RISKS OF SUCH TYPES AND IN SUCH
AMOUNTS AS ARE CUSTOMARY FOR COMPANIES OF SIMILAR SIZE ENGAGED IN SIMILAR LINES
OF BUSINESS, INCLUDING, WITHOUT LIMITATION, LIABILITY INSURANCE FOR THE BENEFIT
OF ITS EMPLOYEES AND OFFICERS WITH RESPECT TO CLAIMS AGAINST SUCH EMPLOYEES AND
OFFICERS IN THEIR CAPACITY AS EMPLOYEES AND OFFICERS IN SUCH AMOUNTS AS THE
MANAGEMENT COMPANY SHALL DETERMINE ARE ADEQUATE.
16.12.
FREEDOM OF ACTION.
NO MEMBER SHALL BE LIABLE FOR BREACH OF
ANY FIDUCIARY DUTY TO THE OPERATING COMPANY.
IN THE EVENT THAT A MEMBER
ACQUIRES KNOWLEDGE OF A POTENTIAL
34
TRANSACTION, AGREEMENT, ARRANGEMENT OR OTHER MATTER WHICH MAY BE A CORPORATE
OPPORTUNITY FOR BOTH SUCH MEMBER AND THE OPERATING COMPANY, SUCH MEMBER SHALL
NOT HAVE ANY DUTY TO COMMUNICATE OR OFFER SUCH CORPORATE OPPORTUNITY TO THE
OPERATING COMPANY AND SUCH MEMBER SHALL NOT BE LIABLE TO THE OPERATING COMPANY
FOR BREACH OF ANY FIDUCIARY OR OTHER DUTY BY REASON OF THE FACT THAT SUCH MEMBER
PURSUES OR ACQUIRES SUCH CORPORATE OPPORTUNITY FOR ITSELF, DIRECTS SUCH
CORPORATE OPPORTUNITY TO ANOTHER PERSON OR ENTITY OR DOES NOT COMMUNICATE SUCH
CORPORATE OPPORTUNITY TO THE OPERATING COMPANY.
THE MEMBERS ACKNOWLEDGE AND
AGREE THAT THE TERMS OF THIS SECTION 16.12 SHALL IN NO WAY RESTRICT OR EXPAND
THAT RIGHTS AND OBLIGATIONS OF THE MEMBERS SET FORTH IN ARTICLE 5.
16.13.
INDEMNIFICATION.
THE OPERATING COMPANY SHALL, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW AS IT PRESENTLY EXISTS OR MAY
HEREAFTER BE AMENDED, INDEMNIFY ANY PERSON WHO IS A PARTY, OR IS THREATENED TO
BE MADE A PARTY, TO ANY LITIGATION BY REASON OF THE FACT THAT SUCH PERSON IS OR
WAS A MEMBER, AN OFFICER OF THE OPERATING COMPANY OR OF A MEMBER, OR A MEMBER OF
THE BOARD OF DIRECTORS OF A MEMBER OR IS OR WAS A MEMBER, A MEMBER OF THE BOARD
OF DIRECTORS OR AN OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANOTHER PERSON AT THE
REQUEST OF THE OPERATING COMPANY, FOR ANY LOSSES SUFFERED OR INCURRED IN
CONNECTION WITH SUCH LITIGATION, UNLESS SUCH PERSON ACTED FRAUDULENTLY OR WITH
WILLFUL MISCONDUCT.
NO AMENDMENT OF THIS SECTION 16.13 SHALL AFFECT THE RIGHTS
OF THE PARTIES INDEMNIFIED HEREUNDER WHICH EXIST AS OF THE DATE OF SUCH
AMENDMENT.
ARTICLE 17
DISPUTE RESOLUTION
17.1.
DISPUTE RESOLUTION.
ANY DISPUTE ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE RESOLVED IN ACCORDANCE WITH THE PROCEDURES
SPECIFIED IN THIS SECTION 17.1, WHICH SHALL BE THE SOLE AND EXCLUSIVE PROCEDURE
FOR THE RESOLUTION OF ANY SUCH DISPUTE.
17.1.1
NEGOTIATION BETWEEN EXECUTIVES.
THE MEMBERS SHALL ATTEMPT