WRITTEN DEMAND BY INDEMNITEE THEREFOR TO UNITY.
NOTICE/COOPERATION BY INDEMNITEE. INDEMNITEE SHALL, AS A CONDITION PRECEDENT TO
INDEMNITEE'S RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT, GIVE UNITY NOTICE IN
WRITING AS SOON AS PRACTICABLE OF ANY CLAIM MADE AGAINST INDEMNITEE FOR WHICH
INDEMNIFICATION WILL OR COULD BE SOUGHT UNDER THIS AGREEMENT. NOTICE TO UNITY
SHALL BE DIRECTED TO THE CORPORATE SECRETARY OF THE COMPANY AT THE ADDRESS SHOWN
ABOVE (OR SUCH OTHER ADDRESS AS THE COMPANY SHALL DESIGNATE IN WRITING TO
INDEMNITEE). IN ADDITION, INDEMNITEE SHALL GIVE UNITY SUCH INFORMATION AND
COOPERATION AS IT MAY REASONABLY REQUIRE AND AS SHALL BE WITHIN INDEMNITEE'S
POWER.
NO PRESUMPTIONS; BURDEN OF PROOF. FOR PURPOSES OF THIS AGREEMENT, THE
TERMINATION OF ANY CLAIM, ACTION, SUIT OR PROCEEDING, BY JUDGMENT, ORDER,
SETTLEMENT (WHETHER WITH OR WITHOUT COURT APPROVAL) OR CONVICTION, OR UPON A
PLEA OF NOLO CONTENDERE, OR ITS EQUIVALENT, SHALL NOT CREATE A PRESUMPTION THAT
INDEMNITEE DID NOT MEET ANY PARTICULAR STANDARD OF CONDUCT OR HAVE ANY
PARTICULAR BELIEF OR THAT A COURT HAS DETERMINED THAT INDEMNIFICATION IS NOT
PERMITTED BY APPLICABLE LAW. IN ADDITION, NEITHER THE FAILURE OF THE REVIEWING
PARTY TO HAVE MADE A DETERMINATION AS TO WHETHER INDEMNITEE HAS MET ANY
PARTICULAR STANDARD OF CONDUCT OR HAD ANY PARTICULAR BELIEF, NOR AN ACTUAL
DETERMINATION BY THE REVIEWING PARTY THAT INDEMNITEE HAS NOT MET SUCH STANDARD
OF CONDUCT OR DID NOT HAVE SUCH BELIEF, PRIOR TO THE COMMENCEMENT OF LEGAL
PROCEEDINGS BY INDEMNITEE TO SECURE A JUDICIAL DETERMINATION THAT INDEMNITEE
SHOULD BE INDEMNIFIED UNDER APPLICABLE LAW, SHALL BE A DEFENSE TO INDEMNITEE'S
CLAIM OR CREATE A PRESUMPTION THAT INDEMNITEE HAS NOT MET ANY PARTICULAR
STANDARD OF CONDUCT OR DID NOT HAVE ANY PARTICULAR BELIEF. IN CONNECTION WITH
ANY DETERMINATION BY THE REVIEWING PARTY OR OTHERWISE AS TO WHETHER THE
INDEMNITEE IS ENTITLED TO BE INDEMNIFIED HEREUNDER, THE BURDEN OF PROOF SHALL BE
ON UNITY TO ESTABLISH THAT INDEMNITEE IS NOT SO ENTITLED.
NOTICE TO INSURERS. IF, AT THE TIME OF THE RECEIPT BY UNITY OF A NOTICE OF A
CLAIM PURSUANT TO PARAGRAPH (B) OF SECTION 3 HEREOF, UNITY HAS LIABILITY
INSURANCE IN EFFECT WHICH MAY COVER SUCH CLAIM, UNITY SHALL GIVE PROMPT NOTICE
OF THE COMMENCEMENT OF SUCH CLAIM TO THE INSURERS IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN THE RESPECTIVE POLICIES. UNITY SHALL THEREAFTER TAKE ALL
NECESSARY OR DESIRABLE ACTION TO CAUSE SUCH INSURERS TO PAY, ON BEHALF OF THE
INDEMNITEE, ALL AMOUNTS PAYABLE AS A RESULT OF SUCH ACTION, SUIT, PROCEEDING,
INQUIRY OR INVESTIGATION IN ACCORDANCE WITH THE TERMS OF SUCH POLICIES.
SELECTION OF COUNSEL. IN THE EVENT THAT UNITY SHALL BE OBLIGATED HEREUNDER TO
PAY THE EXPENSES OF ANY ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION,
UNITY, IF APPROPRIATE, SHALL BE ENTITLED TO ASSUME THE DEFENSE OF SUCH ACTION,
SUIT, PROCEEDING, INQUIRY OR INVESTIGATION WITH COUNSEL APPROVED BY INDEMNITEE
(WHICH APPROVAL
3
SHALL NOT BE UNREASONABLY WITHHELD), UPON THE DELIVERY TO INDEMNITEE OF WRITTEN
NOTICE OF ITS ELECTION SO TO DO. AFTER DELIVERY OF SUCH NOTICE, APPROVAL