IN THE STATE OR
FEDERAL COURTS OF THE STATES OF DELAWARE OR ILLINOIS.
(B)
IN THE EVENT THAT ANY ACTION IS INSTITUTED BY INDEMNITEE UNDER THIS
AGREEMENT, OR TO ENFORCE OR INTERPRET ANY OF THE TERMS OF THIS AGREEMENT,
INDEMNITEE SHALL BE ENTITLED TO BE PAID ALL COURT COSTS AND REASONABLE EXPENSES,
INCLUDING REASONABLE COUNSEL FEES, INCURRED BY INDEMNITEE WITH RESPECT TO SUCH
ACTION, UNLESS THE COURT DETERMINES THAT EACH OF THE MATERIAL ASSERTIONS MADE BY
INDEMNITEE AS A BASIS FOR SUCH ACTION WAS NOT MADE IN GOOD FAITH OR WAS
FRIVOLOUS.
5.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT IS DETERMINED BY A COURT TO REQUIRE THE COMPANY TO DO OR TO FAIL TO DO
AN ACT WHICH IS IN VIOLATION OF APPLICABLE LAW, SUCH PROVISION (INCLUDING ANY
PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) SHALL BE LIMITED OR
MODIFIED IN ITS APPLICATION TO THE MINIMUM EXTENT NECESSARY TO AVOID A VIOLATION
OF LAW, AND, AS SO LIMITED OR MODIFIED, SUCH PROVISION AND THE BALANCE OF THIS
AGREEMENT SHALL BE ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS TO THE FULLEST
EXTENT PERMITTED BY LAW.
6.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
7.
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE EACH
HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE STATES OF
DELAWARE AND ILLINOIS FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR
PROCEEDING WHICH ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREES THAT ANY
ACTION INSTITUTED UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE AND
FEDERAL COURTS OF THE STATES OF DELAWARE AND ILLINOIS.
8.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED HEREUNDER SHALL BE SUFFICIENTLY GIVEN FOR ALL PURPOSES IF IN WRITING
AND PERSONALLY DELIVERED, TELEGRAPHED, TELEXED, SENT BY FACSIMILE TRANSMISSION
OR SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH POSTAGE
PREPAID ADDRESSED AS FOLLOWS, OR TO SUCH OTHER ADDRESS AS THE PARTIES SHALL HAVE
GIVEN NOTICE OF PURSUANT HERETO:
2
IF TO THE COMPANY TO:
Attention:
Telecopy #:
IF TO INDEMNITEE, TO:
Attention:
Telecopy #:
9.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE (I) BINDING UPON
ALL SUCCESSORS AND ASSIGNS OF THE COMPANY, 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, AND (II) BINDING
UPON AND INURE TO THE BENEFIT OF ANY SUCCESSORS AND ASSIGNS, HEIRS, AND PERSONAL
OR LEGAL REPRESENTATIVES OF INDEMNITEE.
11.
AMENDMENT; WAIVER.
NO AMENDMENT, MODIFICATION, TERMINATION OR
CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS MADE IN A WRITING
SIGNED BY EACH OF THE PARTIES HERETO.
NO WAIVER OF ANY OF THE PROVISIONS OF
THIS