iHeartMedia 2007 Annual Report Download - page 133

functionary of an employee benefit plan whenever the performance by such person of his or her duties to the Corporation also
imposes duties on or otherwise involves services by such person to the plan or participants or beneficiaries of the plan, and
(c) any action taken or omitted by a such a person with respect to an employee benefit plan in the performance of such person’s
duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall
be deemed to be for a purpose which is “not opposed to the best interests” of the Corporation for purposes of Art. 2.02-1 of the
TBCA.
Section 8. Contract Rights. The rights provided to Covered Persons pursuant to this Article IX shall be contract rights and
such rights shall continue as to a Covered Person who has ceased to be a director, officer, agent or employee and shall inure to
the benefit of the Covered Person’s heirs, executors and administrators.
Section 9. Severability. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, le
g
ality and enforceability of the remainin
g
provisions of this Article IX shall not in any way
be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article IX (including, without limitation,
each such portion of this Article IX containing any such provision held to be invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
Section 10. Right of Indemnitee to Bring Suit. If a claim under Section 1 or Section 2 of this Article IX is not paid in full by
the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim
for an advancement of expenses, in which case the applicable period shall be 20 days, the Covered Person may at any time
thereafter brin
g
suit a
g
ainst the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
Covered Person shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the
Covered Person to enforce a ri
g
ht to indemnification hereunder (but not in a suit brou
g
ht by a Covered Person to enforce a ri
g
ht to
an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses
upon a final adjudication that the Covered Person has not met any applicable standard for indemnification set forth in the TBCA.
Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors,
special legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that
indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable
standard of conduct set forth in the TBCA, nor an actual determination by the Corporation (including a determination by its
directors who are not parties to such action, a committee of such directors, special legal counsel, or its shareholders) that the
Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not
met the applicable standard of conduct
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