iHeartMedia 2002 Annual Report Download - page 165

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a copy of the notice will be sent to Marvin D. Nathan, Nathan Sommers Lippman
Jacobs & Gorman, P.C., 2800 Post Oak Blvd., 61" Floor, Houston, Texas 77056.
Such notices may alternatively be sent to such other address as any party may
have furnished to the other in writing in accordance with this Agreement, except
that notices of change of address shall be effective only upon receipt.
11. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas without giving effect to any choice of
law or conflict provisions or rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Texas, and the Executive hereby expressly consents to
the personal jurisdiction of the state and federal courts located in Bexar
County, San Antonio, Texas for any lawsuit arising from or relating to this
Agreement.
12. LEGAL FEES AND EXPENSES.
In event of a dispute between the Company and the Executive under this
Agreement, the prevailing party in any legal proceeding as a result thereof will
be entitled to receive from the losing party the amount of the prevailing
party’s legal fees (and expenses) reasonably incurred in connection with any
such dispute.
13. LITIGATION AND REGULATORY COOPERATION.
During and after the Executive’s employment, the Executive shall
reasonably cooperate with the Company in the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against
or on behalf of the Company which relate to events or occurrences that
transpired while the Executive was employed by the Company; provided, however,
that such cooperation shall not materially and adversely affect the Executive or
expose the Executive to an increased probability of civil or criminal
litigation. The Executive’s cooperation in connection with such claims or
actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of
the Company at mutually convenient times. During and after the Executive’s
employment, the Executive also shall cooperate fully with the Company in
connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Executive was employed by the Company. The
Company will pay the Executive on an hourly basis (to be derived from his base
salary) for requested litigation and regulatory cooperation that occurs after
his termination of employment, and reimburse the Executive for all costs and
expenses incurred in connection with his performance under this paragraph,
including, but not limited to, reasonable attorneys’ fees and costs.
14. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.
The Company shall indemnify the Executive to the fullest extent
permitted by the laws of the State of Delaware, as in effect at the time of the
subject act or omission, and shall advance to the Executive reasonable
attorneys’ fees and expenses as such fees and expenses are incurred (subject to
an undertaking from the Executive to repay such advances if it shall be finally
11