NECESSARY TO ENABLE THE COMPANY EFFECTIVELY TO BRING SUIT TO ENFORCE
SUCH RIGHTS.
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, CERTIFICATE OF INCORPORATION, BY-LAW OR OTHERWISE)
OF THE AMOUNTS OTHERWISE INDEMNIFIABLE HEREUNDER.
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 IN
LAW OR AT EQUITY, TO OBTAIN DAMAGES, TO ENFORCE SPECIFIC PERFORMANCE, TO ENJOIN
SUCH VIOLATION, OR TO OBTAIN ANY RELIEF OR ANY COMBINATION OF THE FOREGOING AS
INDEMNITEE MAY ELECT TO PURSUE.
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 AND/OR ASSETS 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 AN OFFICER OR DIRECTOR OF THE COMPANY OR OF ANY OTHER ENTERPRISE AT THE
COMPANY'S REQUEST.
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.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS RELATING TO
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO BE DULY GIVEN IF (A)
DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY TO WHOM THE NOTICE OR
COMMUNICATION WAS DIRECTED, OR (B) MAILED BY CERTIFIED OR REGISTERED MAIL WITH
POSTAGE PREPAID:
if to Indemnitee, to:
or to such other address as Indemnitee furnishes, and
if to Company, to:
AMC Entertainment, Inc.
920 Main Street
Kansas City, MO 64105
or to such other address as Company furnishes.
IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as
of the date first above written.
AMC Entertainment Inc.
By:______________________________
Name:
Craig R. Ramsey
Title:
Executive Vice President and Chief Financial Officer
Indemnitee
__________________________________