BRS.
THIS SECTION 6(C) WILL NOT PROHIBIT NOR
RESTRICT, IN ANY MANNER, THE COMPANY'S OBLIGATION TO MAKE THE PAYMENT SPECIFIED
IN SECTION 6(A), TO MAKE REIMBURSEMENTS PURSUANT TO SECTION 6(B), TO PROVIDE
INDEMNIFICATION PURSUANT TO SECTION 7, 10 AND 17, OR TO MAKE ANY OTHER PAYMENTS
CONTEMPLATED BY THIS AGREEMENT.
7.
INDEMNIFICATION.
IN THE EVENT THAT BRS OR ANY OF ITS AFFILIATES,
PRINCIPALS, PARTNERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS AND
REPRESENTATIVES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") BECOMES INVOLVED IN
ANY CAPACITY IN ANY ACTION, PROCEEDING OR INVESTIGATION IN CONNECTION WITH ANY
MATTER REFERRED TO IN OR CONTEMPLATED BY THIS AGREEMENT, OR IN CONNECTION WITH
ITS SERVICES, THE COMPANY WILL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED
PARTIES FROM AND AGAINST ANY ACTUAL OR THREATENED CLAIMS, LAWSUITS, ACTIONS OR
LIABILITIES (INCLUDING OUT-OF-POCKET EXPENSES AND THE FEES AND EXPENSES OF
COUNSEL AND OTHER LITIGATION COSTS AND THE COST OF ANY PREPARATION OR
INVESTIGATION) OF ANY KIND OR NATURE, ARISING AS A RESULT OF OR IN CONNECTION
WITH THIS AGREEMENT AND THEIR SERVICES, ACTIVITIES AND DECISIONS HEREUNDER, AND
WILL PERIODICALLY REIMBURSE BRS FOR ITS EXPENSES AS DESCRIBED ABOVE, EXCEPT THAT
THE COMPANY WILL NOT BE OBLIGATED TO SO INDEMNIFY ANY INDEMNIFIED PARTY IF, AND
TO THE EXTENT THAT, SUCH CLAIMS, LAWSUITS, ACTIONS OR LIABILITIES AGAINST SUCH
INDEMNIFIED PARTY DIRECTLY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNIFIED PARTY AS ADMITTED IN ANY SETTLEMENT BY SUCH
INDEMNIFIED PARTY OR HELD IN ANY FINAL, NON-APPEALABLE JUDICIAL OR
ADMINISTRATIVE DECISION.
IN CONNECTION WITH SUCH INDEMNIFICATION, THE COMPANY
WILL PROMPTLY REMIT OR PAY TO BRS ANY AMOUNTS WHICH BRS CERTIFIES TO THE COMPANY
IN WRITING ARE PAYABLE TO BRS OR OTHER INDEMNIFIED PARTIES HEREUNDER.
THE
REIMBURSEMENT AND INDEMNITY OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 7
SHALL BE IN ADDITION TO ANY LIABILITY WHICH THE COMPANY MAY OTHERWISE HAVE,
SHALL EXTEND UPON THE SAME TERMS AND CONDITIONS TO ANY INDEMNIFIED PARTY, AS THE
CASE MAY BE, OF BRS AND ANY SUCH AFFILIATE AND SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF
THE COMPANY, BRS, AND ANY SUCH INDEMNIFIED PARTY.
THE FOREGOING PROVISIONS
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
8.
INDEPENDENT CONTRACTORS.
NOTHING HEREIN SHALL BE CONSTRUED TO
CREATE A JOINT VENTURE OR PARTNERSHIP BETWEEN THE PARTIES HERETO OR AN
EMPLOYEE/EMPLOYER RELATIONSHIP.
BRS SHALL BE AN INDEPENDENT CONTRACTOR PURSUANT
TO THIS AGREEMENT.
NEITHER PARTY HERETO SHALL HAVE ANY EXPRESS OR IMPLIED RIGHT
OR AUTHORITY TO ASSUME OR CREATE ANY OBLIGATIONS ON BEHALF OF OR IN THE NAME OF
THE OTHER PARTY OR TO BIND THE OTHER PARTY TO ANY CONTRACT, AGREEMENT OR
UNDERTAKING WITH ANY THIRD PARTY.
9.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND DELIVERED BY HAND OR
MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
TELECOPIER TO THE PARTY TO WHOM IT IS TO BE GIVEN AT ITS ADDRESS SET FORTH
HEREIN, OR TO SUCH OTHER ADDRESS AS THE PARTY SHALL