NUMBER (AS
APPLICABLE) AS SUCH PARTY MAY DESIGNATE TO THE OTHER PARTIES HERETO.
(D)
ENFORCEABILITY. THIS AGREEMENT IS A LEGAL, VALID AND BINDING
OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH
ITS TERMS.
(E)
CONSENT TO JURISDICTION. THE COMPANY AND INDEMNITEE EACH HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF
ILLINOIS FOR ALL PURPOSES IN CONNECTION WITH ANY PROCEEDING WHICH ARISES OUT OF
OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY PROCEEDING INSTITUTED UNDER THIS
AGREEMENT SHALL BE COMMENCED, PROSECUTED AND CONTINUED ONLY IN THE COURTS OF THE
STATE OF ILLINOIS.
(F)
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) 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.
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
EXTENT MANIFESTED BY THE PROVISION HELD INVALID, ILLEGAL OR UNENFORCEABLE.
(G)
CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND ITS
PROVISIONS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
(H)
SUBROGATION. IN THE EVENT OF PAYMENT UNDER THIS AGREEMENT, THE
COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE RIGHTS
OF RECOVERY OF INDEMNITEE WHO SHALL EXECUTE ALL DOCUMENTS REQUIRED AND SHALL DO
ALL ACTS THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND TO ENABLE THE COMPANY
EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
(I)
AMENDMENT AND TERMINATION. NO AMENDMENT, MODIFICATION,
TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN
A WRITING SIGNED BY THE PARTIES
TO BE BOUND THEREBY. NOTICE OF SAME SHALL BE PROVIDED TO ALL PARTIES HERETO. NO
WAIVER OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED OR SHALL
CONSTITUTE A WAIVER OF ANY OTHER PROVISIONS HEREOF (WHETHER OR NOT SIMILAR) NOR
SHALL SUCH WAIVER CONSTITUTE A CONTINUING WAIVER.
(J)
NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. NOTHING CONTAINED IN
THIS AGREEMENT SHALL BE CONSTRUED AS GIVING INDEMNITEE ANY RIGHT TO BE RETAINED
OR CONTINUE IN THE EMPLOY OR SERVICE OF ANY COVERED ENTITY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.
COMPANY:
RLI Corp.
an Illinois corporation
By:
Name:
Title:
INDEMNITEE: