AS A DIRECTOR OF THE COMPANY OR OF ANY
OTHER ENTERPRISE AT THE COMPANY'S REQUEST.
13.
SEVERABILITY.
IF ANY PROVISION (OR PORTION THEREOF) OF THIS
AGREEMENT SHALL BE HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
VOID, OR OTHERWISE UNENFORCEABLE, 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 INTENT MANIFESTED
BY THE PROVISION HELD INVALID, VOID, OR UNENFORCEABLE.
14.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
15.
NOTICES.
ALL NOTICES, DEMANDS, AND OTHER COMMUNICATIONS REQUIRED
OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN IF DELIVERED BY HAND, AGAINST RECEIPT, OR MAILED, POSTAGE PREPAID,
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND ADDRESSED
If to the Company:
9
Aventine Renewable Energy Holdings, Inc.
120 North Parkway
Pekin, IL 61555-1800
Fax:
309-346-0742
If to Indemnitee at:
[INDEMNITEE]
[ADDRESS]
Notice of change of address shall be effective only when done in accordance with
this Section.
All notices complying with this Section shall be deemed to have
been received on the date of delivery or on the third business day after
mailing.
16.
PRIMARY OBLIGOR.
THE COMPANY HEREBY ACKNOWLEDGES THAT INDEMNITEE
HAS CERTAIN RIGHTS TO INDEMNIFICATION, ADVANCEMENT OF EXPENSES AND/OR INSURANCE
PROVIDED BY INDEMNITEE'S EMPLOYER(S) AND/OR CERTAIN AFFILIATES OF INDEMNITEE
(COLLECTIVELY, THE "THIRD PARTY INDEMNITORS").
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, THE COMPANY HEREBY AGREES (I) THAT THE COMPANY IS AN
INDEMNITOR OF FIRST RESORT (I.E., EACH OF ITS OBLIGATIONS TO INDEMNITEE ARE
PRIMARY AND ANY OBLIGATION OF THE THIRD PARTY INDEMNITORS TO ADVANCE EXPENSES OR
TO PROVIDE INDEMNIFICATION FOR THE SAME EXPENSES OR LIABILITIES INCURRED BY
INDEMNITEE ARE SECONDARY), (II) THAT THE COMPANY SHALL BE REQUIRED TO ADVANCE
THE FULL AMOUNT OF EXPENSES INCURRED BY INDEMNITEE AND SHALL BE LIABLE FOR THE
FULL AMOUNT OF ALL OTHER PAYMENTS TO INDEMNITEE TO THE EXTENT LEGALLY PERMITTED
AND AS REQUIRED BY THE TERMS OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN
THE COMPANY AND INDEMNITEE, WITHOUT REGARD TO ANY RIGHTS INDEMNITEE MAY HAVE
AGAINST THE THIRD PARTY INDEMNITORS, AND (III) THAT THE COMPANY IRREVOCABLY
WAIVES, RELINQUISHES AND RELEASES THE THIRD PARTY INDEMNITORS FROM ANY AND ALL
CLAIMS AGAINST THE THIRD PARTY INDEMNITORS FOR CONTRIBUTION, SUBROGATION OR ANY
OTHER RECOVERY OF ANY KIND IN RESPECT THEREOF.
THE COMPANY FURTHER AGREES THAT
NO ADVANCEMENT OR PAYMENT BY THE THIRD PARTY INDEMNITORS ON BEHALF OF INDEMNITEE
WITH RESPECT TO ANY CLAIM FOR WHICH INDEMNITEE HAS SOUGHT INDEMNIFICATION FROM
THE COMPANY SHALL AFFECT THE FOREGOING AND