LAW.
(D)
THE COMPANY AND INDEMNITEE AGREE THAT THEY SHALL BE PRECLUDED
FROM ASSERTING THAT THE PROCEDURES AND PRESUMPTIONS OF THIS AGREEMENT ARE NOT
VALID, BINDING AND ENFORCEABLE.
THE COMPANY AND INDEMNITEE FURTHER AGREE TO
STIPULATE IN ANY SUCH COURT THAT THE COMPANY AND INDEMNITEE ARE BOUND BY ALL OF
THE PROVISIONS OF THIS AGREEMENT AND ARE PRECLUDED FROM MAKING ANY ASSERTION TO
THE CONTRARY.
(E)
TO THE EXTENT DEEMED APPROPRIATE BY THE COURT, INTEREST SHALL
BE PAID BY THE COMPANY TO INDEMNITEE AT A REASONABLE INTEREST RATE FOR AMOUNTS
WHICH THE COMPANY INDEMNIFIES OR IS OBLIGED TO INDEMNIFY THE INDEMNITEE FOR THE
PERIOD COMMENCING WITH THE DATE ON WHICH INDEMNITEE REQUESTED INDEMNIFICATION
(OR REIMBURSEMENT OR ADVANCE OF AN EXPENSE) AND ENDING WITH THE DATE ON WHICH
SUCH PAYMENT IS MADE TO INDEMNITEE BY THE COMPANY.
8
Indemnification Agreement
11.
EXPENSES INCURRED BY INDEMNITEE TO ENFORCE THIS AGREEMENT.
ALL
EXPENSES INCURRED BY INDEMNITEE IN CONNECTION WITH THE PREPARATION AND
SUBMISSION OF INDEMNITEE'S REQUEST FOR INDEMNIFICATION HEREUNDER SHALL BE BORNE
BY THE COMPANY.
IN THE EVENT THAT INDEMNITEE IS A PARTY TO OR INTERVENES IN ANY
PROCEEDING IN WHICH THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IS AT ISSUE
OR SEEKS AN ADJUDICATION TO ENFORCE INDEMNITEE'S RIGHTS UNDER, OR TO RECOVER
DAMAGES FOR BREACH OF, THIS AGREEMENT, INDEMNITEE, IF INDEMNITEE PREVAILS IN
WHOLE IN SUCH ACTION, SHALL BE ENTITLED TO RECOVER FROM THE COMPANY, AND SHALL
BE INDEMNIFIED BY THE COMPANY AGAINST, ANY EXPENSES INCURRED BY INDEMNITEE.
IF
IT IS DETERMINED THAT INDEMNITEE IS ENTITLED TO INDEMNIFICATION FOR PART (BUT
NOT ALL) OF THE INDEMNIFICATION SO REQUESTED, EXPENSES INCURRED IN SEEKING
ENFORCEMENT OF SUCH PARTIAL INDEMNIFICATION SHALL BE REASONABLY PRORATED AMONG
THE CLAIMS, ISSUES OR MATTERS FOR WHICH THE INDEMNITEE IS ENTITLED TO
INDEMNIFICATION AND FOR CLAIMS, ISSUES OR MATTERS FOR WHICH THE INDEMNITEE IS
NOT SO ENTITLED.
12.
LIABILITY INSURANCE AND FUNDING. FOR THE DURATION OF
INDEMNITEE'S SERVICE AS A DIRECTOR AND/OR OFFICER OF THE COMPANY, AND THEREAFTER
FOR SO LONG AS INDEMNITEE SHALL BE SUBJECT TO ANY PENDING OR POSSIBLE
PROCEEDING, THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE TO BE
MAINTAINED IN EFFECT POLICIES OF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE.
THE COMPANY SHALL PROVIDE INDEMNITEE WITH A COPY OF ALL DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE APPLICATIONS, BINDERS, POLICIES, DECLARATIONS, ENDORSEMENTS
AND OTHER RELATED MATERIALS, AND SHALL PROVIDE INDEMNITEE WITH A REASONABLE
OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME. WITHOUT LIMITING THE GENERALITY
OR EFFECT OF THE TWO IMMEDIATELY PRECEDING SENTENCES, THE COMPANY SHALL NOT
DISCONTINUE OR SIGNIFICANTLY REDUCE THE SCOPE OR AMOUNT OF COVERAGE FROM ONE
POLICY PERIOD TO THE NEXT: (I) WITHOUT THE PRIOR APPROVAL THEREOF BY A MAJORITY
VOTE OF THE INCUMBENT DIRECTORS, EVEN IF LESS THAN A QUORUM; OR (II) IF AT THE
TIME THAT ANY SUCH DISCONTINUATION OR SIGNIFICANT REDUCTION IN THE SCOPE OR
AMOUNT OF COVERAGE IS PROPOSED THERE ARE NO INCUMBENT DIRECTORS, WITHOUT THE
PRIOR WRITTEN CONSENT OF INDEMNITEE (WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED). IN