CONDUCT OR HAVE ANY PARTICULAR BELIEF OR THAT A COURT HAS
DETERMINED THAT INDEMNIFICATION IS NOT PERMITTED BY APPLICABLE LAW.
2.06.
NON-EXCLUSIVITY.
THE RIGHTS OF INDEMNITEE
HEREUNDER SHALL BE IN ADDITION TO ANY OTHER RIGHTS INDEMNITEE MAY HAVE UNDER
INSIGHT'S CERTIFICATE OF INCORPORATION OR BYLAWS OR THE DELAWARE GENERAL
CORPORATION LAW OR OTHERWISE.
TO THE EXTENT THAT A CHANGE IN THE DELAWARE
GENERAL CORPORATION LAW (WHETHER BY STATUTE OR JUDICIAL DECISION) PERMITS
GREATER INDEMNIFICATION BY AGREEMENT THAN WOULD BE AFFORDED CURRENTLY UNDER
INSIGHT'S CERTIFICATE OF
6
INCORPORATION AND BYLAWS AND THIS AGREEMENT, IT IS THE INTENT OF THE PARTIES
HERETO THAT INDEMNITEE SHALL ENJOY BY THIS AGREEMENT THE GREATER BENEFITS SO
AFFORDED BY SUCH CHANGE.
ARTICLE III
GENERAL PROVISIONS
3.01.
LIABILITY INSURANCE.
TO THE EXTENT INSIGHT
MAINTAINS AN INSURANCE POLICY OR POLICIES PROVIDING DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE, INDEMNITEE SHALL BE COVERED BY SUCH POLICY OR POLICIES, IN
ACCORDANCE WITH ITS OR THEIR TERMS, TO THE MAXIMUM EXTENT OF THE COVERAGE
AVAILABLE FOR ANY DIRECTOR OR OFFICER.
3.02.
PERIOD OF LIMITATIONS.
NO LEGAL ACTION SHALL BE
BROUGHT AND NO CAUSE OF ACTION SHALL BE ASSERTED BY OR ON BEHALF OF INSIGHT OR
ANY AFFILIATE OF INSIGHT AGAINST INDEMNITEE, INDEMNITEE'S SPOUSE, HEIRS,
EXECUTORS OR PERSONAL OR LEGAL REPRESENTATIVES AFTER THE EXPIRATION OF TWO
(2) YEARS FROM THE DATE OF ACCRUAL OF SUCH CAUSE OF ACTION, OR SUCH LONGER
PERIOD AS MAY BE REQUIRED BY STATE LAW UNDER THE CIRCUMSTANCES, AND ANY CLAIM OR
CAUSE OF ACTION OF INSIGHT OR ITS AFFILIATES SHALL BE EXTINGUISHED AND DEEMED
RELEASED UNLESS ASSERTED BY THE TIMELY FILING OF A LEGAL ACTION WITHIN SUCH
PERIOD; PROVIDED, HOWEVER, THAT IF ANY SHORTER PERIOD OF LIMITATIONS IS
OTHERWISE APPLICABLE TO ANY SUCH CAUSE OF ACTION, SUCH SHORTER PERIOD SHALL
GOVERN.
3.03.
AMENDMENT OF THIS AGREEMENT.
NO SUPPLEMENT,
MODIFICATION OR AMENDMENT OF THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN
WRITING BY BOTH OF THE 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.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NO FAILURE TO
EXERCISE OR ANY DELAY IN EXERCISING ANY RIGHT OR REMEDY HEREUNDER SHALL
CONSTITUTE A WAIVER THEREOF.
3.04.
SUBROGATION.
IN THE EVENT OF PAYMENT UNDER THIS
AGREEMENT, INSIGHT SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF
THE RIGHTS OF RECOVERY OF INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS REQUIRED AND
SHALL DO EVERYTHING THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS, INCLUDING THE
EXECUTION OF SUCH DOCUMENTS NECESSARY TO ENABLE INSIGHT EFFECTIVELY TO BRING
SUIT TO ENFORCE SUCH RIGHTS.
3.05.
NO DUPLICATION OF PAYMENTS.
INSIGHT SHALL NOT BE
LIABLE UNDER THIS AGREEMENT TO MAKE ANY PAYMENT IN CONNECTION WITH ANY CLAIM
MADE AGAINST INDEMNITEE TO THE EXTENT INDEMNITEE HAS OTHERWISE ACTUALLY RECEIVED
PAYMENT (UNDER ANY INSURANCE POLICY, CERTIFICATE OF INCORPORATION, BYLAWS OR
OTHERWISE) OF THE AMOUNTS OTHERWISE INDEMNIFIABLE HEREUNDER.
3.06.
SETTLEMENT OF CLAIMS.
INSIGHT SHALL NOT