{"id":40802,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-form.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-form","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-form.html","title":{"rendered":"Indemnification Agreement (Form)"},"content":{"rendered":"
INDEMNIFICATION AGREEMENT<\/b><\/p>\n\n
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AGREEMENT,\ndated as of                        ,\n200  between Yahoo! Inc., a Delaware corporation (the \u0093Company\u0094), and                                     (\u0093Indemnitee\u0094).<\/p>\n\n\n\n
RECITALS<\/b><\/p>\n\n
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WHEREAS, it is\nessential to the Company to retain and attract as directors and officers the\nmost capable persons available.<\/p>\n\n\n\n
WHEREAS,\nIndemnitee is a director and\/or officer of the Company.<\/p>\n\n\n\n
WHEREAS, both\nthe Company and Indemnitee recognize the increased risk of litigation and other\nclaims being asserted against directors and officers of public companies in\ntoday\u0092s environment.<\/p>\n\n\n\n
WHEREAS, basic\nprotection against undue risk of personal liability of directors and officers\nheretofore has been provided through insurance coverage providing reasonable\nprotection at reasonable cost, and Indemnitee has relied on the availability of\nsuch coverage; but as a result of substantial changes in the marketplace for\nsuch insurance it has become increasingly more difficult to obtain such\ninsurance on terms providing reasonable protection at reasonable cost.<\/p>\n\n\n\n
WHEREAS, the Certificate\nof Incorporation and Bylaws of the Company contemplate indemnification and\nadvancement of expenses to its directors and officers to the fullest extent\npermitted by law and the Indemnitee has been serving and continues to serve as\na director and\/or officer of the Company in part in reliance on such Certificate\nof Incorporation and Bylaws.<\/p>\n\n\n\n
WHEREAS, the\ncurrent difficulty in obtaining adequate director and officer liability\ninsurance coverage at a reasonable cost and uncertainties as to the\navailability of indemnification created by recent court decisions have\nincreased the risk that the Company will be unable to retain and attract as\ndirectors and officers the most capable persons available.<\/p>\n\n\n\n
WHEREAS, the\nBoard of Directors of the Company has determined that the inability of the\nCompany to retain and attract as directors and officers the most capable\npersons would be detrimental to the interests of the Company and that the\nCompany therefore should seek to assure such persons that indemnification and\ninsurance coverage will be available in the future.<\/p>\n\n\n\n
WHEREAS, in\nrecognition of Indemnitee\u0092s need for substantial protection against personal\nliability in order to enhance Indemnitee\u0092s continued service to the Company in\nan effective manner, and Indemnitee\u0092s reliance on the Company\u0092s Certificate of\nIncorporation and Bylaws, and in part to provide Indemnitee with specific\ncontractual assurance that the protection promised by such Certificate of\nIncorporation or Bylaws will be available to Indemnitee (regardless of, among\nother things, any amendment to or revocation of such Certificate of\nIncorporation or Bylaws or any change in the<\/p>\n\n\n\n
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composition of the Company\u0092s Board of Directors or acquisition\ntransaction relating to the Company), the Company wishes to provide in this\nAgreement for the indemnification of and the advancing of expenses to\nIndemnitee to the fullest extent (whether partial or complete) permitted by law\nand as set forth in this Agreement, and, to the extent insurance is maintained,\nfor the continued coverage of Indemnitee under the Company\u0092s directors\u0092 and\nofficers\u0092 liability insurance policies.<\/p>\n\n\n\n
AGREEMENT<\/b><\/p>\n\n
In\nconsideration of the premises and of Indemnitee continuing to serve the Company\ndirectly or, at its request, another enterprise, and intending to be legally\nbound hereby, the parties hereto agree as follows:<\/p>\n\n\n\n
1.                                                                           Certain Definitions<\/u>.  \n\nIn addition to terms defined elsewhere herein, the following terms have\nthe following meanings when used in this Agreement:<\/p>\n\n\n\n
(a)                                                                 Change in Control<\/u>:  \nshall be deemed to have occurred if (i) any \u0093person\u0094 (as such term\nis used in Sections 13(d) and 14(d) of the Securities Exchange Act of\n1934, as amended), other than a trustee or other fiduciary holding securities\nunder an employee benefit plan of the Company or a corporation owned directly\nor indirectly by the stockholders of the Company in substantially the same\nproportions as their ownership of stock of the Company, is or becomes the \u0093beneficial\nowner\u0094 (as defined in Rule 13d-3 under said Act), directly or indirectly,\nof securities of the Company representing twenty percent (20%) or more of the\ntotal voting power represented by the Company\u0092s then outstanding Voting\nSecurities, or (ii) during any period of two consecutive years,\nindividuals who at the beginning of such period constitute the Board of\nDirectors of the Company and any new director whose election by the Board of\nDirectors or nomination for election by the Company\u0092s stockholders was approved\nby a vote of at least two-thirds (2\/3) of the directors then still in office\nwho either were directors at the beginning of the period or whose election or\nnomination for election was previously so approved, cease for any reason to\nconstitute a majority thereof, or (iii) the stockholders of the Company\napprove a merger or consolidation of the Company with any other corporation,\nother than a merger or consolidation which would result in the Voting\nSecurities of the Company outstanding immediately prior thereto continuing to\nrepresent (either by remaining outstanding or by being converted into Voting\nSecurities of the surviving entity) at least sixty percent (60%) of the total\nvoting power represented by the Voting Securities of the Company or such\nsurviving entity outstanding immediately after such merger or consolidation, or\nthe stockholders of the Company approve a plan of complete liquidation of the\nCompany or an agreement for the sale or disposition by the Company of (in one\ntransaction or a series of transactions) all or substantially all the Company\u0092s\nassets.<\/p>\n\n\n\n
(b)                                                                 Claim<\/u>:  \nmeans any threatened, asserted, pending or completed action, suit or\nproceeding, or appeal thereof, or any inquiry or investigation, whether\ninstituted by the Company or any governmental agency or any other party, that\nIndemnitee in good faith believes might lead to the institution of any such\naction, suit or proceeding, whether civil, criminal, administrative,\ninvestigative or other, including any arbitration or other alternative dispute\nresolution mechanism.<\/p>\n\n
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(c)                                                                   Expenses<\/u>:  \n\ninclude attorneys\u0092 fees and all other costs, expenses and obligations\n(including, without limitation, experts\u0092 fees, court costs, retainers,\ntranscript fees, duplicating, printing and binding costs, as well as\ntelecommunications, postage and courier charges) paid or incurred in connection\nwith investigating, defending, being a witness in or participating in, or\npreparing to investigate, defend, be a witness in or participate in, any Claim\nrelating to any Indemnifiable Event.<\/p>\n\n\n\n
(d)                                                                 Indemnifiable Amounts<\/u>:  \nmeans any and all Expenses, damages, judgments, fines, penalties, excise\ntaxes and amounts paid in settlement (including all interest, assessments and\nother charges paid or payable in connection with or in respect of such\nExpenses, judgments, fines, penalties, excise taxes or amounts paid in\nsettlement) arising out of or resulting from any Claim relating to an\nIndemnifiable Event.<\/p>\n\n\n\n
(e)                                                                   Indemnifiable Event<\/u>:  \nmeans any event or occurrence, whether occurring before, on or after the\ndate of this Agreement, related to the fact that Indemnitee is or was a\ndirector and\/or officer or fiduciary of the Company, or is or was serving at\nthe request of the Company as a director, officer, employee, trustee, agent or\nfiduciary of another corporation, limited liability company, partnership, joint\nventure, employee benefit plan, trust or other entity or enterprise, or by\nreason of anything done or not done by Indemnitee in any such capacity.<\/p>\n\n\n\n
(f)                                                                     Independent Legal Counsel<\/u>:  \n\nmeans an attorney or firm of attorneys, selected in accordance with the\nprovisions of Section 3 hereof, who is experienced in matters of corporate\nlaw and who shall not have otherwise performed services for the Company or\nIndemnitee within the last five years (other than with respect to matters\nconcerning the rights of Indemnitee under this Agreement, or of other\nindemnitees under similar indemnity agreements).<\/p>\n\n\n\n
(g)                                                                   Reviewing Party<\/u>:  \nmeans any appropriate person or body consisting of a member or members\nof the Company\u0092s Board of Directors or any other person or body appointed by\nthe Board who is not a party to the particular Claim for which Indemnitee is\nseeking indemnification, or Independent Legal Counsel.<\/p>\n\n\n\n
(h)                                                                 Voting Securities<\/u>:  \nmeans any securities of the Company which vote generally in the election\nof directors.<\/p>\n\n\n\n
2.                                                                           Basic Indemnification Arrangement;\nAdvancement of Expenses<\/u>.<\/p>\n\n\n\n
(a)                                                                 In the event Indemnitee was, is or\nbecomes a party to or witness or other participant in, or is threatened to be\nmade a party to or witness or other participant in, a Claim by reason of (or\narising in part out of) an Indemnifiable Event, the Company shall indemnify\nIndemnitee to the fullest extent permitted by law as soon as practicable but in\nany event no later than thirty days after written demand is presented to the\nCompany, against any and all Indemnifiable Amounts.<\/p>\n\n\n\n
(b)                                                                 If so requested by Indemnitee, the Company\nshall advance (within five (5) business days of such request) any and all\nExpenses incurred by Indemnitee (an \u0093Expense Advance\u0094).   The Company shall, in accordance with such\nrequest (but without<\/p>\n\n
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duplication), either (i) pay\nsuch Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for\nsuch Expenses.   Subject to the\nlimitations contained in Sections 2(c) and 2(d), Indemnitee\u0092s right to an\nExpense Advance is absolute and shall not be subject to any prior determination\nby the Reviewing Party or any other person, that the Indemnitee has satisfied\nany applicable standard of conduct for indemnification.<\/p>\n\n\n\n
(c)                                                                   Notwithstanding anything in this\nAgreement to the contrary, Indemnitee shall not be entitled to indemnification\nor advancement of Expenses pursuant to this Agreement in connection with any\nClaim initiated by Indemnitee unless (i) the Company has joined in or\nCompany\u0092s Board of Directors has authorized or consented to the initiation of\nsuch Claim or (ii) the Claim is one to enforce Indemnitee\u0092s rights under\nthis Agreement.<\/p>\n\n\n\n
(d)                                                                 Notwithstanding anything in this\nAgreement to the contrary, (i) the indemnification obligations of the\nCompany under Section 2(a) shall be subject to the condition that the\nReviewing Party shall not have determined (in a written opinion, in any case in\nwhich the Independent Legal Counsel referred to in Section 3 hereof is\ninvolved) that Indemnitee would not be permitted to be indemnified under\napplicable law, and (ii) the obligation of the Company to make an Expense\nAdvance pursuant to Section 2(b) shall be subject to the condition\nthat, if, when and to the extent that the Reviewing Party determines that\nIndemnitee would not be permitted to be so indemnified under applicable law,\nthe Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees\nto reimburse the Company) for all such amounts theretofore paid (it being\nunderstood and agreed that the foregoing agreement by Indemnitee shall be\ndeemed to satisfy any requirement that Indemnitee provide the Company with an\nundertaking to repay any Expense Advance if it is ultimately determined that\nthe Indemnitee is not entitled to indemnification under applicable law); provided<\/i>, however<\/i>, that\nif Indemnitee has commenced or thereafter commences legal proceedings in a\ncourt of competent jurisdiction to secure a determination that Indemnitee\nshould be indemnified under applicable law, any determination made by the\nReviewing Party that Indemnitee would not be permitted to be indemnified under\napplicable law shall not be binding and Indemnitee shall not be required to\nreimburse the Company for any Expense Advance until a final judicial\ndetermination is made with respect thereto (as to which all rights of appeal\ntherefrom have been exhausted or lapsed).  \n\nIndemnitee\u0092s undertaking to repay such Expense Advances shall be\nunsecured and interest-free.   If there\nhas not been a Change in Control, the Reviewing Party shall be selected by the\nCompany\u0092s Board of Directors, and if there has been such a Change in Control,\nthe Reviewing Party shall be the Independent Legal Counsel referred to in Section 3\nhereof.   If there has been no\ndetermination by the Reviewing Party within thirty days after written demand is\npresented to the Company or if the Reviewing Party determines that Indemnitee\nwould not be permitted to be indemnified in whole or in part under applicable\nlaw, Indemnitee shall have the right to commence litigation in any court in the\nStates of California or Delaware having subject matter jurisdiction thereof and\nin which venue is proper seeking an initial determination by the court or\nchallenging any such determination by the Reviewing Party or any aspect\nthereof, including the legal or factual bases therefor, and the Company hereby\nconsents to service of process and to appear in any such proceeding.   Any determination by the<\/p>\n\n
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Reviewing Party\notherwise shall be conclusive and binding on the Company and Indemnitee.<\/p>\n\n\n\n
3.                                                                           Change in Control<\/u>.  \nThe Company agrees that if there is a Change in Control of the Company\nthen with respect to all matters thereafter arising concerning the rights of\nIndemnitee to indemnity payments and Expense Advances under this Agreement or\nany provision of the Company\u0092s Certificate of Incorporation or Bylaws now or\nhereafter in effect, the Company shall seek legal advice only from Independent\nLegal Counsel selected by Indemnitee and approved by the Company (which\napproval shall not be unreasonably delayed, conditioned or withheld).   Such counsel, among other things, shall\nrender its written opinion to the Company and Indemnitee as to whether and to\nwhat extent the Indemnitee would be permitted to be indemnified under\napplicable law.   The Company agrees to\npay the reasonable fees and disbursements of the Independent Legal Counsel and\nto indemnify fully such counsel against any and all expenses (including\nattorneys\u0092 fees), claims, liabilities and damages arising out of or relating to\nthis Agreement or its engagement pursuant hereto.<\/p>\n\n\n\n
4.                                                                           Indemnification for Additional\nExpenses<\/u>.   The Company shall indemnify Indemnitee\nagainst any and all Expenses and, if requested by Indemnitee, shall advance\nsuch Expenses to Indemnitee subject to and in accordance with Section 2(b),\nwhich are incurred by Indemnitee in connection with any action brought by\nIndemnitee for (i) indemnification or an Expense Advance by the Company\nunder this Agreement or any provision of the Company\u0092s Certificate of\nIncorporation or Bylaws now or hereafter in effect and\/or (ii) recovery\nunder any directors\u0092 and officers\u0092 liability insurance policies maintained by\nthe Company, regardless of whether Indemnitee ultimately is determined to be\nentitled to such indemnification, Expense Advance or insurance recovery, as the\ncase may be.<\/p>\n\n\n\n
5.                                                                           Partial Indemnity, Etc.<\/u>  \nIf Indemnitee is entitled under any provision of this Agreement to\nindemnification by the Company for some or a portion of the Expenses or other\nIndemnifiable Amounts in respect of a Claim but not, however, for all of the\ntotal amount thereof, the Company shall nevertheless indemnify Indemnitee for\nthe portion thereof to which Indemnitee is entitled.   Moreover, notwithstanding any other provision\nof this Agreement, to the extent that Indemnitee has been successful on the\nmerits or otherwise in defense of any or all Claims relating in whole or in\npart to an Indemnifiable Event or in defense of any issue or matter therein,\nincluding dismissal without prejudice, Indemnitee shall be indemnified against\nall Expenses incurred in connection therewith.<\/p>\n\n\n\n
6.                                                                           Burden of Proof<\/u>.  \n\nIn connection with any determination by the Reviewing Party or otherwise\nas to whether Indemnitee is entitled to be indemnified hereunder the Reviewing\nParty or court shall presume that the Indemnitee has satisfied the applicable\nstandard of conduct and is entitled to indemnification, and the burden of proof\nshall be on the Company to establish, by clear and convincing evidence, that\nIndemnitee is not so entitled.<\/p>\n\n\n\n
7.                                                                           Reliance as Safe Harbor<\/u>.  \nFor purposes of this Agreement, Indemnitee shall be deemed to have acted\nin good faith and in a manner he or she reasonably<\/p>\n\n
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believed to be in or\nnot opposed to the best interests of the Company if Indemnitee\u0092s actions or\nomissions to act are taken in good faith reliance upon the records of the\nCompany, including its financial statements, or upon information, opinions,\nreports or statements furnished to Indemnitee by the officers or employees of\nthe Company in the course of their duties, or by committees of the Company\u0092s\nBoard of Directors, or by any other person (including legal counsel,\naccountants, consultants and financial advisors) as to matters Indemnitee\nreasonably believes are within such other person\u0092s professional or expert\ncompetence and who has been selected with reasonable care by or on behalf of\nthe Company.   In addition, the knowledge\nand\/or actions, or failures to act, of any director, officer, agent or employee\nof the Company shall not be imputed to Indemnitee for purposes of determining\nthe right to indemnity hereunder.<\/p>\n\n\n\n
8.                                                                           No Other Presumptions<\/u>.  \nFor purposes of this Agreement, the termination of any claim, action,\nsuit or proceeding, by judgment, order, settlement (whether with or without\ncourt approval) or conviction, or upon a plea of nolo\ncontendere<\/i>, or its equivalent, shall not create a presumption that\nIndemnitee did not meet any particular standard of conduct or have any\nparticular belief or that a court has determined that indemnification is not\npermitted by applicable law.   In addition,\nneither the failure of the Reviewing Party to have made a determination as to\nwhether Indemnitee has met any particular standard of conduct or had any\nparticular belief, nor an actual determination by the Reviewing Party that\nIndemnitee has not met such standard of conduct or did not have such belief,\nprior to the commencement of legal proceedings by Indemnitee to secure a\njudicial determination that Indemnitee should be indemnified under applicable\nlaw shall be a defense to Indemnitee\u0092s claim or create a presumption that\nIndemnitee has not met any particular standard of conduct or did not have any\nparticular belief.<\/p>\n\n\n\n
9.                                                                           Nonexclusivity, Etc.<\/u>  \nThe rights of the Indemnitee hereunder shall be in addition to any other\nrights Indemnitee may have under the Company\u0092s Certificate of Incorporation or Bylaws\nor the Delaware General Corporation Law or otherwise.   To the extent that a change in applicable law\n(whether by statute or judicial decision) permits greater indemnification by\nagreement than would be afforded currently under the Company\u0092s Certificate of\nIncorporation or Bylaws or this Agreement, it is the intent of the parties\nhereto that Indemnitee shall enjoy by this Agreement the greater benefits so\nafforded by such change.<\/p>\n\n\n\n
10.                                                             Liability Insurance<\/u>.  \n\nTo the extent the Company maintains an insurance policy or policies\nproviding directors\u0092 and officers\u0092 liability insurance, Indemnitee shall be\ncovered by such policy or policies, in accordance with its or their terms, to\nthe maximum extent of the coverage available for any Company director or officer.<\/p>\n\n\n\n
11.                                                             Period of Limitations<\/u>.  \nNo legal action shall be brought and no cause of action shall be\nasserted by or in the right of the Company against Indemnitee, Indemnitee\u0092s\nspouse, heirs, executors or personal or legal representatives after the expiration\nof two years from the date of accrual of such cause of action, and any claim or\ncause of action of the Company shall be extinguished and deemed released unless\nasserted by the timely filing of a legal action within such two-year period; provided<\/i>,<\/p>\n\n
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however<\/i>, that if any shorter period of limitations is\notherwise applicable to any such cause of action such shorter period shall\ngovern.<\/p>\n\n
12.                                                             Amendments, Etc.<\/u>  \nNo supplement, modification or amendment of this Agreement shall be\nbinding unless executed in writing by both of the parties hereto.   No waiver of any of the provisions of this\nAgreement shall be deemed or shall constitute a waiver of any other provisions\nhereof (whether or not similar) nor shall such waiver constitute a continuing\nwaiver.<\/p>\n\n\n\n
13.                                                             Subrogation<\/u>.  \nIn the event of payment under this Agreement, the Company shall be\nsubrogated to the extent of such payment to all of the rights of recovery of\nIndemnitee, who shall execute all papers reasonably required and shall do\neverything that may be reasonably necessary to secure such rights, including\nthe execution of such documents necessary to enable the Company effectively to\nbring suit to enforce such rights.<\/p>\n\n\n\n
14.                                                             No Duplication of Payments<\/u>.  \n\n\nThe Company shall not be liable under this Agreement to make any payment\nin connection with any Claim made against Indemnitee to the extent Indemnitee\nhas otherwise actually received payment (under any insurance policy, Certificate\nof Incorporation or Bylaws provision or otherwise) of the amounts otherwise\nindemnifiable hereunder.<\/p>\n\n\n\n
15.                                                             Defense of Claims<\/u>.  \nThe Company shall be entitled to participate in the defense of any Claim\nrelating to an Indemnifiable Event or to assume the defense thereof, with\ncounsel reasonably satisfactory to the Indemnitee; provided<\/i>\nthat if Indemnitee believes, after consultation with counsel selected by\nIndemnitee, that (i) the use of counsel chosen by the Company to represent\nIndemnitee would present such counsel with an actual or potential conflict of\ninterest, (ii) the named parties in any such Claim (including any\nimpleaded parties) include both the Company and Indemnitee and Indemnitee\nconcludes that there may be one or more legal defenses available to him or her\nthat are different from or in addition to those available to the Company, or (iii) any\nsuch representation by such counsel would be precluded under the applicable\nstandards of professional conduct then prevailing, then Indemnitee shall be\nentitled to retain separate counsel (but not more than one law firm plus, if\napplicable, local counsel in respect of any particular Claim) at the Company\u0092s\nexpense.   The Company shall not be liable\nto Indemnitee under this Agreement for any amounts paid in settlement of any\nClaim relating to an Indemnifiable Event effected without the Company\u0092s prior\nwritten consent.   The Company shall not,\nwithout the prior written consent of the Indemnitee, effect any settlement of\nany Claim relating to an Indemnifiable Event which the Indemnitee is or could\nhave been a party unless such settlement solely involves the payment of money\nand includes a complete and unconditional release of Indemnitee from all\nliability on all claims that are the subject matter of such Claim.   Neither the Company nor Indemnitee shall unreasonably\nwithhold its or his or her consent to any proposed settlement; provided<\/i> that Indemnitee may withhold consent to any\nsettlement that does not provide a complete and unconditional release of\nIndemnitee.<\/p>\n\n
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16.                                                             Binding Effect, Etc.<\/u>  \nThis Agreement shall be binding upon and inure to the benefit of and be\nenforceable by the parties hereto and their respective successors, (including\nany direct or indirect successor by purchase, merger, consolidation or otherwise\nto all or substantially all of the business and\/or assets of the Company),\nassigns, spouses, heirs, executors and personal and legal representatives.   The Company shall require and cause any\nsuccessor (whether direct or indirect by purchase, merger, consolidation, or\notherwise) to all or substantially all of the business and\/or assets of the\nCompany, by written agreement in form and substance satisfactory to Indemnitee\nand his or her counsel, expressly to assume and agree to perform this Agreement\nin the same manner and to the same extent that the Company would be required to\nperform if no such succession had taken place.  \nThis Agreement shall continue in effect regardless of whether Indemnitee\ncontinues to serve as an officer and\/or director of the Company or of any other\nentity or enterprise at the Company\u0092s request.<\/p>\n\n\n\n
17.                                                             Security<\/u>.  \n\nTo the extent requested by Indemnitee and approved by the Company\u0092s\nBoard of Directors, the Company may at any time and from time to time provide\nsecurity to Indemnitee for the obligations of the Company hereunder through an\nirrevocable bank line of credit, funded trust or other collateral or by other\nmeans.   Any such security, once provided\nto Indemnitee, may not be revoked or released without the prior written consent\nof such Indemnitee.<\/p>\n\n\n\n
18.                                                             Severability<\/u>.  \nThe provisions of this Agreement shall be severable in the event that\nany of the provisions hereof (including any provision within a single section,\nparagraph or sentence) are held by a court of competent jurisdiction to be\ninvalid, void or otherwise unenforceable in any respect, and the validity and\nenforceability of any such provision in every other respect and of the\nremaining provisions hereof shall not be in any way impaired and shall remain\nenforceable to the fullest extent permitted by law.<\/p>\n\n\n\n
19.                                                             Specific Performance, Etc.<\/u>  \nThe parties recognize that if any provision of this Agreement is\nviolated by the Company, Indemnitee may be without an adequate remedy at\nlaw.   Accordingly, in the event of any\nsuch violation, Indemnitee shall be entitled, if Indemnitee so elects, to\ninstitute proceedings, either in law or at equity, to obtain damages, to\nenforce specific performance, to enjoin such violation, or to obtain any relief\nor any combination of the foregoing as Indemnitee may elect to pursue.<\/p>\n\n\n\n
20.                                                             Counterparts<\/u>.  \n\nThis Agreement may be executed in counterparts, each of which shall for\nall purposes be deemed to be an original but all of which together shall\nconstitute one and the same agreement.  \nOnly one such counterpart signed by the party against whom\nenforceability is sought needs to be produced to evidence the existence of this\nAgreement.<\/p>\n\n\n\n
21.                                                             Headings<\/u>.  \nThe headings of the sections and paragraphs of this Agreement are\ninserted for convenience only and shall not be deemed to constitute part of\nthis Agreement or to affect the construction or interpretation thereof.<\/p>\n\n\n\n
22.                                                             Governing Law<\/u>.  \nThis Agreement shall be governed by and construed and enforced in\naccordance with the laws of the State of Delaware applicable to contracts<\/p>\n\n
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made and to be\nperformed in such state without giving effect to the principles of conflicts of\nlaws.<\/p>\n\n\n\n
23.                                                             Entire Agreement<\/u>.  \n\nThis Agreement constitutes the entire agreement between the parties with\nrespect to the subject matter hereof and supersedes all prior understandings\nand agreements between the parties, whether written or oral, with respect to\nthe subject matter hereof.<\/p>\n\n
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IN WITNESS\nWHEREOF<\/b>, the parties hereto have executed this\nAgreement as of the date first above written.<\/p>\n\n\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n
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10<\/p>\n
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