OF INDEMNIFYING INDEMNITEE, SHALL CONTRIBUTE TO
THE AMOUNT INCURRED BY INDEMNITEE, WHETHER FOR EXPENSES, JUDGMENTS, FINES, OR
AMOUNTS PAID OR TO BE PAID IN SETTLEMENT, IN CONNECTION WITH ANY CLAIM RELATING
TO AN INDEMNIFIABLE EVENT UNDER THIS AGREEMENT, IN SUCH PROPORTION AS IS DEEMED
FAIR AND REASONABLE IN LIGHT OF ALL OF THE CIRCUMSTANCES OF SUCH PROCEEDING IN
ORDER TO REFLECT (I) THE RELATIVE BENEFITS RECEIVED BY THE COMPANY AND
INDEMNITEE AS A RESULT OF THE EVENT(S) AND TRANSACTION(S) GIVING RISE TO SUCH
PROCEEDING AND (II) THE RELATIVE FAULT OF INDEMNITEE AND THE COMPANY (AND ITS
OTHER DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) IN CONNECTION WITH SUCH
EVENT(S) AND TRANSACTION(S).
9
14.
NON-EXCLUSIVITY.
THE RIGHTS OF INDEMNIFICATION AND TO RECEIVE
ADVANCEMENT OF EXPENSES AS PROVIDED BY THIS AGREEMENT SHALL NOT BE DEEMED
EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH INDEMNITEE MAY AT ANY TIME BE ENTITLED
UNDER APPLICABLE LAW, THE COMPANY'S CERTIFICATE OF INCORPORATION OR BYLAWS, ANY
AGREEMENT, A VOTE OF STOCKHOLDERS OR A RESOLUTION OF DIRECTORS, OR OTHERWISE.
NO AMENDMENT, ALTERATION, OR REPEAL OF THIS AGREEMENT SHALL ADVERSELY AFFECT ANY
RIGHT OF INDEMNITEE UNDER THIS AGREEMENT IN RESPECT OF ANY ACTION TAKEN OR
OMITTED BY SUCH INDEMNITEE IN HIS OR HER CORPORATE STATUS PRIOR TO SUCH
AMENDMENT, ALTERATION OR REPEAL.
TO THE EXTENT THAT A CHANGE IN DELAWARE LAW,
WHETHER BY STATUTE OR JUDICIAL DECISION, PERMITS GREATER INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES THAN WOULD BE AFFORDED CURRENTLY UNDER THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS AND THIS AGREEMENT, IT IS THE INTENT OF
THE PARTIES HERETO THAT INDEMNITEE SHALL ENJOY BY THIS AGREEMENT THE GREATER
BENEFITS SO AFFORDED BY SUCH CHANGE, SUBJECT TO THE RESTRICTIONS EXPRESSLY SET
FORTH HEREIN OR THEREIN.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO RIGHT OR
REMEDY HEREIN CONFERRED IS INTENDED TO BE EXCLUSIVE OF ANY OTHER RIGHT OR
REMEDY, AND EVERY OTHER RIGHT AND REMEDY SHALL BE CUMULATIVE AND IN ADDITION TO
EVERY OTHER RIGHT AND REMEDY GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW
OR IN EQUITY OR OTHERWISE.
THE ASSERTION OR EMPLOYMENT OF ANY RIGHT OR REMEDY
HEREUNDER, OR OTHERWISE, SHALL NOT PREVENT THE CONCURRENT ASSERTION OR
EMPLOYMENT OF ANY OTHER RIGHT OR REMEDY.
15.
NO DUPLICATION OF PAYMENTS.
THE COMPANY SHALL NOT BE LIABLE UNDER
THIS AGREEMENT TO MAKE ANY PAYMENT OF AMOUNTS OTHERWISE INDEMNIFIABLE HEREUNDER
(OR FOR WHICH ADVANCEMENT IS PROVIDED HEREUNDER) IF AND TO THE EXTENT THAT
INDEMNITEE HAS OTHERWISE ACTUALLY RECEIVED PAYMENT FOR SUCH AMOUNTS UNDER ANY
INSURANCE POLICY, CONTRACT, AGREEMENT OR OTHERWISE.
16.
INSURANCE.
TO THE EXTENT THAT THE COMPANY MAINTAINS AN INSURANCE
POLICY OR POLICIES PROVIDING LIABILITY INSURANCE FOR DIRECTORS, TRUSTEES,
GENERAL PARTNERS, MANAGING MEMBERS, OFFICERS, EMPLOYEES, AGENTS, OR FIDUCIARIES
OF THE COMPANY OR ANY OTHER ENTERPRISE, INDEMNITEE SHALL BE COVERED BY SUCH
POLICY OR POLICIES TO THE SAME EXTENT AS THE MOST FAVORABLY-INSURED PERSONS
UNDER SUCH POLICY OR POLICIES IN A COMPARABLE POSITION.
17.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT UNDER THIS AGREEMENT,
THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH