KEO INTERNATIONAL, INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is entered into effective as
of the 23rd day of March, 2000 by and between Keo International, Inc., a
Delaware corporation (the "Company") and Xxxxxx Delranc ("Indemnitee").
RECITALS
WHEREAS, the Company and Indemnitee recognize the continued difficulty in
obtaining liability insurance for its directors, officers, employees, agents and
fiduciaries, the significant increases in the cost of such insurance and the
general reductions in the coverage of such insurance; and
WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting directors, officers,
employees, agents and fiduciaries to expensive litigation risks at the same time
as the availability and coverage of liability insurance has been severely
limited; and
WHEREAS, Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and other directors,
officers, employees, agents and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection; and
WHEREAS, the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce Indemnitee to continue to provide services to the Company,
wishes to provide for the indemnification and advancing of expenses to
Indemnitees to the maximum extent permitted by law; and
WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee be indemnified by the Company as set forth herein.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
1. Indemnification.
a) Indemnification of Expenses. The Company shall indemnify to the
fullest extent permitted by law if Indemnitee was or is or becomes a
party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any threatened,
pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, inquiry or investigation that
Indemnitee in good faith believes might lead to the institution of
any such action, suit, proceeding or alternative dispute resolution
mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out
of) any
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event or occurrence related to the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company, or
any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, limited
liability company, trust or other enterprise, or by reason of any
action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "Indemnifiable Event") against any and all
expenses (including attorneys' fees and all other costs, expenses
and obligations incurred in connection with investigating,
defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in,
any such action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be
unreasonably withheld) of such Claim and any federal, state, local
or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement (collectively,
hereinafter "Expenses"), including all interest, assessments and
other charges paid or payable in connection with or in respect of
such Expenses. Such payment of Expenses shall be made by the Company
as soon as practicable but in any event no later than twenty days
after Indemnitee presents written demand therefor to the Company.
b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations
of the Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as described in Section 7(e) hereof) shall
not have determined (in a written opinion, in any case in which the
Independent Legal Counsel referred to in Section 1(c) hereof is
involved) that Indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to make
an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "Expense Advance") shall be subject to the condition that,
if, when and to the extent that the Reviewing Party determines that
Indemnitee would not be permitted to be so indemnified under
applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all such
amounts theretofore paid; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination made
by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and Indemnitee
shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). The Indemnitee's obligation to reimburse the
Company for any Expense Advance shall be unsecured and no interest
shall be charged thereon. If there has not been a Change in Control
(as defined in Section 7(c) hereof), the Reviewing Party shall be
selected by
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the Board of Directors, and if there has been such a Change in
Control (other than a Change in Control which has been approved by a
majority of the Company's Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 1(c)
hereof. If there has been no determination by the Reviewing Party or
if the Reviewing Party determines that Indemnitee substantively
would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence
litigation seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and
the Company hereby consents to service of process and to appear in
any such proceeding. Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and
Indemnitee.
c) Change in Control. The Company agrees that if there is a Change in
Control of the Company (other than a Change in Control which has
been approved by a majority of the Company's Board of Directors who
were directors immediately prior to such Change in Control) then,
with respect to all matters thereafter arising concerning the rights
of Indemnitee to payments of Expenses and Expense Advances under
this Agreement or any other agreement or under the Company's
Certificate of Incorporation or Bylaws as now or hereafter in
effect, Independent Legal Counsel (as defined in Section 7(d)
hereof) shall be selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). Such counsel,
among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law and the Company
agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses
(including attorneys' fees), claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant
hereto.
d) Mandatory Payment of Expenses. Notwithstanding any other provision
of this Agreement other than Section 5 hereof, to the extent that
Indemnitee has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit, proceeding, inquiry or
investigation referred to in Section (1)(a) hereof or in the defense
of any claim, issue or matter therein, the Company shall indemnify
Indemnitee against all Expenses incurred by Indemnitee in connection
therewith.
2. Expenses; Indemnification Procedure.
a) Advancement of Expenses. Subject to the other terms and conditions
of this Agreement, the Company shall advance all Expenses incurred
by Indemnitee.
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The advances to be made hereunder shall be paid by the Company to
Indemnitee as soon as practicable but in any event no later than
twenty days after written demand by Indemnitee therefor to the
Company.
b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable
of any Claim made against Indemnitee for which indemnification will
or could be sought under this Agreement. Notice to the Company shall
be directed to the President of the Company at the address shown on
the signature page of this Agreement (or such other address as the
Company shall designate in writing to Indemnitee). In addition,
Indemnitee shall give the Company such information and cooperation
as it may reasonably require and as shall be within Indemnitee's
power.
c) No Presumptions; Burden of Proof. For purposes of this Agreement,
the dermination of any Claim by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of
nolo contendere, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular
standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met
such standard of conduct or did not have such belief, prior to the
commencement of legal proceedings by Indemnitee to secure a judicial
determination that Indemnitee should be indemnified under applicable
law, shall be a defense to Indemnitee's claim or create a
presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief. In connection with
any determination by the Reviewing Party or otherwise as to whether
Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish that Indemnitee is not so
entitled.
d) Notice to Insurers. If, at the time of the receipt by the Company of
a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the
Company shall give prompt notice of the commencement of such Claim
to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of
such policies.
e) Selection of Counsel. In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be
entitled to assume the defense of such Claim with counsel approved
by Indemnitee, which
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approval shall not be unreasonably withheld, upon the delivery to
Indemnitee of written notice of its election so to do. After
delivery of such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company will not
be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ
Indemnitee's counsel in any such Claim at Indemnitee's expense and
(ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there is a conflict of interest between
the Company and Indemnitee in the conduct of any such defense, or
(C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee's counsel shall
be at the expense of the Company. The Company shall have the right
to conduct such defense as it sees fit in its sole discretion,
including the right to settle any claim against Indemnitee without
the consent of the Indemnitee so long as in the case of the
settlement (i) the Company has the financial ability to satisfy any
monetary obligation involving Indemnitee under such settlement and
(ii) the settlement does not impose injunctive type relief on the
activities of Indemnitee. In all events, Indemnitee will not
unreasonably withhold its consent to any settlement.
3. Additional Indemnification Rights; Nonexclusivity.
a) Scope. The Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other
provisions of this Agreement, the Company's Certificate of
Incorporation, the Company's Bylaws or by statute. In the event of
any change after the date of this Agreement in any applicable law,
statute or rule which expands the right of a Delaware corporation to
indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, it is the intent and agreement of the
parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change
in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its Board of Directors
or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be
applied to this Agreement, shall have no effect on this Agreement or
the parties' rights and obligations hereunder except as set forth in
Section 5 hereof.
b) Nonexclusivity. The indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled
under the Company's Certificate of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the
General Corporation Law of the State of Delaware, or otherwise. The
indemnification provided under this Agreement shall continue as to
Indemnitee for any action Indemnitee took or
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did not take while serving in an indemnified capacity even though
Indemnitee may have ceased to serve in such capacity.
c) No Duplication of Payments. The Company 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, Bylaw or otherwise) of the amounts otherwise
indemnifiable hereunder.
d) Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for
some or a portion of Expenses incurred in connection with any Claim,
but not, however, for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion of such
Expenses to which Indemnitee is entitled.
e) Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy
may prohibit the Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a
determination of the Company's right under public policy to
indemnify Indemnitee.
4. Liability Insurance. The Company shall, from time to time, make the good
faith determination whether or not it is practicable for the Company to
obtain and maintain a policy or policies of insurance with reputable
insurance companies providing the officers and directors of the Company
with coverage for losses from wrongful acts, or to ensure the Company's
performance of its indemnification obligations under this Agreement. Among
other considerations, the Company will weigh the costs of obtaining such
insurance coverage against the protection afforded by such coverage. In
all policies of directors' and officers' liability insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the
same rights and benefits as are accorded to the most favorably insured of
the Company's directors, if Indemnitee is a director; or of the Company's
officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, if Indemnitee is not an
officer or director but is a key employee. Notwithstanding the foregoing,
the Company shall have no obligation to btain or maintain such insurance
if the Company determines in good faith that such insurance is not
reasonably available, if the premium costs for such insurance are
disproportionate to the amount of coverage provided, if the coverage
provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company.
5. Exceptions. Notwithstanding any other provision herein to the contrary,
the Company shall not be obligated pursuant to the terms of this
Agreement:
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a) Excluded Action or Omissions. To indemnify Indemnitee for Expenses
resulting from acts, omissions or transactions for which Indemnitee
is prohibited from receiving indemnification under this Agreement or
applicable law;
b) Claims Initiated by Indemnitee. To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except (i) with respect to
actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or
insurance policy or under the Company's Certificate of Incorporation
or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, (ii) in specific cases if the Board of
Directors has approved the initiation or bringing of such Claim, or
(iii) as otherwise required under Section 145 of the Delaware
General Corporation Law, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advance
expense payment or insurance recovery, as the case may be;
c) Lack of Good Faith. To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material
assertions made by Indemnitee in such proceeding was not made in
good faith or was frivolous; or
d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar
successor statute.
6. [Reserved]
7. Construction of Certain Phrases.
a) For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent
corporation or other entity (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer,
employee, agent or fiduciary of such constituent corporation or
other entity, or is or was serving at the request of such
constituent corporation or other entity as a director, officer,
employee, agent or fiduciary of another corporation, partnership,
joint venture, limited liability company, employee benefit plan,
trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the
resulting or surviving
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corporation or entity as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.
b) For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an
employee benefit plan; and references to "serving at the request of
the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on,
or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants
or its beneficiaries; and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner "not opposed to
the best interests of the Company" as referred to in this Agreement.
c) For purposes of this Agreement a "Change in Control" shall be deemed
to have occurred if, on or after the date of this Agreement, (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee
or other fiduciary holding securities under an employee benefit plan
of the Company acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company, becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the
Company representing more than 50% of the total voting power
represented by the Company's then outstanding Voting Securities,
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of
the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders
was approved by a vote of at least two thirds (2/3) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
other than a merger or consolidation which would result in the
Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into Voting Securities of the surviving entity)
at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of (in
one transaction or a series of related transactions) all or
substantially all of the Company's assets.
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d) For purposes of this Agreement, "Independent Legal Counsel" shall
mean an attorney or firm of attorneys, selected in accordance with
the provisions of Section 1(c) hereof, who shall not have otherwise
performed services for the Company or Indemnitees within the last
three years (other than with respect to matters concerning the
rights of Indemnitees under this Agreement, or of other indemnitees
under similar indemnity agreements).
e) For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the
Company's Board of Directors or any other person or body appointed
by the Board of Directors who is not a party to the particular Claim
for which Indemnitee are seeking indemnification, or Independent
Legal Counsel.
f) For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of
directors.
8. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.
9. Binding Effect; Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto
and their respective successors, assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses,
heirs, 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, substantially all, or a substantial
part, of the business and/or assets of the Company, by written agreement
in form and substance satisfactory to Indemnitee, 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 with respect to
Claims relating to Indemnifiable Events regardless of whether Indemnitee
continues to serve as a director, officer, employee, agent or fiduciary of
the Company or of any other enterprise at the Company's request.
10. Attorneys' Fees. In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained
by the Company to enforce or interpret any of the terms hereof or thereof,
Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee
is ultimately successful in such action, and shall be entitled to the
advancement of Expenses with respect to such action, unless, as a part of
such action, a court of competent jurisdiction over such action determines
that each of the material assertions made by Indemnitee as a basis for
such action was not made in good faith or was frivolous. In the event of
an action instituted by or in the name of the Company under this Agreement
to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee in
defense of such action (including costs and expenses incurred with respect
to Indemnitee's counterclaims and cross-claims made in such action), and
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shall be entitled to the advancement of Expenses with respect to such
action, unless, as a part of such action, a court having jurisdiction over
such action determines that each of Indemnitee's material defenses to such
action was made in bad faith or was frivolous.
11.Notice. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall in
any event be deemed to be given (a) five (5) days after deposit with the
U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by
hand, (c) one business day after the business day of deposit with Federal
Express or similar overnight courier, freight prepaid, or (d) the next
business day after delivery by facsimile transmission, if delivered by
facsimile transmission, with copy by first class mail, postage prepaid;
and shall be addressed if to Indemnitee, at the Indemnitee's address as
set forth beneath Indemnitee's signature to this Agreement and if to the
Company at the address of its principal corporate offices (attention:
President) or at such other address as such party may designate by ten
days' advance written notice to the other party hereto.
12.Consent to Jurisdiction. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of New
York and Delaware for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that
any action instituted under this Agreement shall be commenced, prosecuted
and continued only in the state courts of the State of New York or
Delaware, which shall be the exclusive and only proper forum for
adjudicating such a claim.
13.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, and 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 limitations, 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, illegal or unenforceable.
14.Choice of Law. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Delaware residents, entered into
and to be performed entirely within the State of Delaware, without regard
to the conflict of laws principles thereof.
15.Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee who shall execute all documents required and shall
do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.
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16.Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing
signed by both 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.
17.Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.
00.Xx Construction as Employment Agreement. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained
in the employ of the Company or any of its subsidiaries.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
KEO INTERNATIONAL, INC.
By: /s/ XXXXXXX XXXXXXX
Xxxxxxx Xxxxxxx
President
AGREED TO AND ACCEPTED BY:
/s/ XXXXXX DELRANC
Xxxxxx Delranc
00 Xxx xx Xxxxxxx
Xxxxx, Xxxxxx 75 008
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