BE LIABLE
TO INDEMNIFY INDEMNITEE UNDER THIS AGREEMENT FOR ANY AMOUNTS PAID IN SETTLEMENT
OF ANY ACTION OR CLAIM EFFECTED WITHOUT INSIGHT'S WRITTEN CONSENT.
INSIGHT
SHALL NOT SETTLE ANY ACTION OR CLAIM IN ANY MANNER WHICH WOULD IMPOSE ANY
PENALTY OR LIMITATION ON INDEMNITEE WITHOUT INDEMNITEE'S WRITTEN CONSENT.
NEITHER INSIGHT NOR INDEMNITEE WILL UNREASONABLY WITHHOLD THEIR CONSENT TO ANY
PROPOSED SETTLEMENT.
INSIGHT SHALL NOT BE LIABLE TO INDEMNIFY INDEMNITEE UNDER
THIS AGREEMENT WITH REGARD TO ANY JUDICIAL AWARD IF INSIGHT WAS NOT GIVEN A
REASONABLE AND TIMELY OPPORTUNITY, AT ITS EXPENSE, TO PARTICIPATE IN THE DEFENSE
OF SUCH ACTION.
7
3.07.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS, ASSIGNS (INCLUDING ANY DIRECT OR INDIRECT SUCCESSOR
BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR SUBSTANTIALLY ALL OF
THE BUSINESS AND/OR ASSETS OF INSIGHT), SPOUSES, HEIRS AND PERSONAL AND LEGAL
REPRESENTATIVES.
INSIGHT SHALL REQUIRE AND CAUSE ANY SUCCESSOR (WHETHER
DIRECTLY OR INDIRECTLY BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL,
SUBSTANTIALLY ALL OR A SUBSTANTIAL PART OF THE BUSINESS AND/OR ASSETS OF
INSIGHT, BY WRITTEN AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO INDEMNITEE,
EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND
TO THE SAME EXTENT THAT INSIGHT WOULD BE REQUIRED TO PERFORM IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT SHALL CONTINUE IN EFFECT REGARDLESS
OF WHETHER INDEMNITEE CONTINUES TO SERVE AS A DIRECTOR OR OFFICER OF INSIGHT OR
OF ANY OTHER ENTERPRISE AT INSIGHT'S REQUEST.
3.08.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT
SHALL BE SEVERABLE IN THE EVENT THAT ANY OF THE PROVISIONS HEREOF (INCLUDING ANY
PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) IS 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.
FURTHERMORE, TO THE FULLEST EXTENT POSSIBLE, THE PROVISIONS OF THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH PORTION OF THIS AGREEMENT
CONTAINING ANY PROVISION HELD TO BE INVALID, VOID OR OTHERWISE UNENFORCEABLE,
THAT IS NOT ITSELF INVALID, VOID OR UNENFORCEABLE) SHALL BE CONSTRUED SO AS TO
GIVE EFFECT TO THE INTENT MANIFESTED BY THE PROVISION HELD INVALID, ILLEGAL OR
UNENFORCEABLE.
3.09.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND 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.
3.10.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
3.11.
NOTICES.
ALL NOTICES, DEMANDS AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED BY HAND, AGAINST RECEIPT,
OR MAILED, POSTAGE PREPAID, CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, OR DEPOSITED WITH A