IN WRITING AND NO WRITTEN WAIVER SHALL
BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISIONS HEREOF (WHETHER
OR NOT SIMILAR) NOR SHALL SUCH WAIVER CONSTITUTE A CONTINUING WAIVER.
13.
SUBROGATION.
IN THE EVENT OF PAYMENT UNDER
THIS AGREEMENT, THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO
ALL OF THE RIGHTS OF RECOVERY OF INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS
REQUIRED AND SHALL DO EVERYTHING THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS,
INCLUDING THE EXECUTION OF SUCH DOCUMENTS NECESSARY TO ENABLE THE COMPANY
EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
INDEMNITEE SHALL NOT BE
OBLIGATED TO INCUR ANY EXPENSE IN CONNECTION WITH, AND INDEMNITEE SHALL BE
ENTITLED TO REASONABLE COMPENSATION FOR ANY TIME DEVOTED BY INDEMNITEE TO,
SECURING SUCH RIGHTS OF RECOVERY FOR THE COMPANY.
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14.
NO DUPLICATION OF PAYMENTS.
THE COMPANY
SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO MAKE ANY PAYMENT IN CONNECTION WITH
ANY CLAIM MADE AGAINST INDEMNITEE TO THE EXTENT INDEMNITEE HAS OTHERWISE
ACTUALLY RECEIVED PAYMENT (UNDER ANY INSURANCE POLICY, THE ARTICLES OF
INCORPORATION OR BYLAWS OF THE COMPANY, OR OTHERWISE) OF THE AMOUNTS OTHERWISE
INDEMNIFIABLE HEREUNDER.
15.
SPECIFIC PERFORMANCE.
THE PARTIES RECOGNIZE
THAT IF ANY PROVISION OF THIS AGREEMENT IS VIOLATED BY THE COMPANY, INDEMNITEE
MAY BE WITHOUT AN ADEQUATE REMEDY AT LAW.
ACCORDINGLY, IN THE EVENT OF ANY SUCH
VIOLATION, THE INDEMNITEE SHALL BE ENTITLED, IF INDEMNITEE SO ELECTS, TO
INSTITUTE PROCEEDINGS, EITHER AT LAW OR IN EQUITY, TO OBTAIN DAMAGES, ENFORCE
SPECIFIC PERFORMANCE, ENJOIN SUCH VIOLATION, OBTAIN ANY OTHER RELIEF, OR ANY
COMBINATION OF THE FOREGOING.
16.
BINDING EFFECT, ETC.
THIS AGREEMENT SHALL
BE BINDING UPON, INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS (INCLUDING ANY DIRECT OR INDIRECT
SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS, OR BOTH, OF THE COMPANY), ASSIGNS,
SPOUSES, HEIRS, AND PERSONAL AND LEGAL REPRESENTATIVES.
THIS AGREEMENT SHALL
CONTINUE IN EFFECT REGARDLESS OF WHETHER INDEMNITEE CONTINUES TO SERVE AS A
FIDUCIARY OF THE COMPANY OR A COMPANY-RELATED ENTERPRISE.
17.
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE SEVERABLE IF ANY OF THE PROVISIONS HEREOF (INCLUDING ANY
PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) ARE HELD BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID, VOID OR OTHERWISE UNENFORCEABLE, AND THE
REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY
LAW.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF KANSAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as
of the date first above written.
MGP INGREDIENTS, INC.
By:
,
[Name of Indemnitee]
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