CONSENT OF INDEMNITEE, EFFECT ANY SETTLEMENT OF ANY
CLAIM RELATING TO AN INDEMNIFIABLE EVENT WHICH INDEMNITEE IS OR COULD HAVE BEEN
A PARTY UNLESS SUCH SETTLEMENT SOLELY INVOLVES THE PAYMENT OF MONEY AND INCLUDES
A COMPLETE AND UNCONDITIONAL RELEASE OF INDEMNITEE FROM ALL LIABILITY ON ALL
CLAIMS THAT ARE THE SUBJECT MATTER OF SUCH CLAIM.
NEITHER THE COMPANY NOR
INDEMNITEE SHALL UNREASONABLY WITHHOLD ITS OR HIS OR HER CONSENT TO ANY PROPOSED
SETTLEMENT; PROVIDED THAT INDEMNITEE MAY WITHHOLD CONSENT TO ANY SETTLEMENT THAT
DOES NOT PROVIDE A COMPLETE AND UNCONDITIONAL RELEASE OF INDEMNITEE.
IF
INDEMNITEE IS THE SUBJECT OF OR IS IMPLICATED IN ANY WAY DURING ANY PROCEEDING,
THE COMPANY WILL SHARE WITH INDEMNITEE ANY INFORMATION IT HAS TURNED OVER TO ANY
THIRD PARTIES CONCERNING THE INVESTIGATION.
17.
BINDING EFFECT, ETC.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, (INCLUDING ANY DIRECT OR INDIRECT SUCCESSOR BY PURCHASE,
MERGER, CONSOLIDATION OR OTHERWISE TO ALL, SUBSTANTIALLY ALL, OR A SUBSTANTIAL
PART, OF THE BUSINESS AND/OR ASSETS OF THE COMPANY), ASSIGNS, SPOUSES, HEIRS,
EXECUTORS AND PERSONAL AND LEGAL REPRESENTATIVES.
THE COMPANY SHALL REQUIRE AND
CAUSE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT BY PURCHASE, MERGER,
CONSOLIDATION, OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR
ASSETS OF THE COMPANY, BY WRITTEN AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY
TO INDEMNITEE AND HIS OR HER COUNSEL, EXPRESSLY TO ASSUME AND AGREE TO PERFORM
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD
BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT
SHALL CONTINUE IN EFFECT REGARDLESS OF WHETHER INDEMNITEE CONTINUES TO SERVE AS
AN OFFICER AND/OR DIRECTOR OF THE COMPANY OR OF ANY OTHER ENTITY OR OTHER
ENTERPRISE AT THE COMPANY'S REQUEST.
18.
SECURITY.
TO THE EXTENT REQUESTED BY INDEMNITEE AND APPROVED BY
THE COMPANY'S BOARD OF DIRECTORS, THE COMPANY MAY AT ANY TIME AND FROM TIME TO
TIME PROVIDE SECURITY TO INDEMNITEE FOR THE OBLIGATIONS OF THE COMPANY HEREUNDER
THROUGH AN IRREVOCABLE BANK LINE OF CREDIT, FUNDED TRUST OR OTHER COLLATERAL OR
BY OTHER MEANS.
ANY SUCH SECURITY, ONCE PROVIDED TO INDEMNITEE, MAY NOT BE
REVOKED OR RELEASED WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH INDEMNITEE.
19.
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 IN ANY RESPECT, AND
THE VALIDITY AND ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY
9
OTHER RESPECT AND OF THE REMAINING PROVISIONS HEREOF SHALL NOT BE IN ANY WAY
IMPAIRED AND 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