the Corporation whom the Indemnified
Representative reasonably believes to be reliable and competent with respect to
the matter presented;
3
legal counsel, public accountants or other persons as to matters that the
Indemnified Representative reasonably believes are within the person's
professional or expert competence; or
a committee of the Board of Directors of the Corporation on which he or she does
not serve as to matters within its area of designated authority, which committee
he or she reasonably believes to merit confidence.
RELIANCE ON PROVISIONS.
THE INDEMNIFIED REPRESENTATIVE SHALL BE DEEMED
TO BE ACTING IN SUCH PERSON'S INDEMNIFIED CAPACITY IN RELIANCE UPON THE RIGHTS
OF INDEMNIFICATION PROVIDED BY THIS AGREEMENT.
SEVERABILITY AND REFORMATION.
ANY PROVISION OF THIS AGREEMENT WHICH IS
ADJUDICATED TO BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION OR UNDER ANY
CIRCUMSTANCE SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY ONLY AND SHALL BE DEEMED REFORMED SO AS TO CONTINUE TO APPLY TO
THE MAXIMUM EXTENT AND TO PROVIDE THE MAXIMUM INDEMNIFICATION PERMISSIBLE UNDER
THE APPLICABLE LAW OF SUCH JURISDICTION.
ANY SUCH ADJUDICATION SHALL NOT
INVALIDATE OR RENDER UNENFORCEABLE THE REMAINING PROVISIONS HEREOF AND SHALL NOT
INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION OR
UNDER ANY OTHER CIRCUMSTANCES.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.
HEADINGS.
SECTION HEADINGS ARE FOR CONVENIENCE ONLY AND DO NOT CONTROL
OR AFFECT MEANING OR INTERPRETATION OF ANY TERMS OR PROVISIONS HEREOF.
NOTICES.
ANY NOTICE, CLAIM, REQUEST OR DEMAND REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN IF DELIVERED PERSONALLY
OR SENT BY TELEGRAM OR BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID:
(I) IF
TO THE CORPORATION, TO 175 CAPITAL BOULEVARD, SUITE 103, ROCKY HILL, CT 06067,
ATTENTION: SECRETARY, OR (II) IF TO THE INDEMNIFIED REPRESENTATIVE, TO THE
ADDRESS LISTED ON THE SIGNATURE PAGE HEREOF, OR TO SUCH OTHER ADDRESS AS ANY
PARTY HERETO SHALL HAVE SPECIFIED IN A NOTICE GIVEN IN ACCORDANCE WITH THIS
SECTION.
AMENDMENTS; BINDING EFFECT.
NO AMENDMENT, MODIFICATION, TERMINATION OR
CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE AS TO THE INDEMNIFIED
REPRESENTATIVE UNLESS SIGNED IN WRITING BY THE CORPORATION AND THE INDEMNIFIED
REPRESENTATIVE.
THIS AGREEMENT SHALL BE BINDING UPON THE CORPORATION AND ITS
SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF THE HEIRS, EXECUTORS,
ADMINISTRATORS AND PERSONAL REPRESENTATIVES OF THE INDEMNIFIED REPRESENTATIVE.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO THE PRINCIPLES GOVERNING THE CONFLICT OF LAWS APPLICABLE IN
THAT OR ANY OTHER JURISDICTION.
4
GENDER AND NUMBER.
WORDS USED HEREIN, REGARDLESS OF THE GENDER OR NUMBER
SPECIFICALLY USED, SHALL BE DEEMED TO INCLUDE ANY OTHER GENDER, MASCULINE,
FEMININE OR NEUTER, AND ANY OTHER NUMBER, SINGULAR OR PLURAL, AS THE CONTEXT MAY
REQUIRE.
ENTIRE AGREEMENT.
SUBJECT TO THE PROVISIONS OF SECTION 6 HEREOF, THIS
AGREEMENT