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EXHIBIT 10.24
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of [__________,
2000], by and between CORE LABORATORIES N.V., a Netherlands public limited
liability company (the "Company"), and the persons set forth on the signature
page hereto under the heading "INDEMNITEE" (each an "Indemnitee" and
collectively, the "Indemnitees"),
WITNESSETH:
WHEREAS, highly competent persons are becoming more reluctant to serve
corporations as directors, officers, agents, fiduciaries or in other capacities
unless such persons are provided with adequate protection through insurance and
adequate indemnification against inordinate risks of claims and actions against
such persons arising out of such persons' service to and activities on behalf of
such corporations;
WHEREAS, the Company desires that the Indemnitees provide services to the
Company and believes that by providing such services Indemnitees will benefit
the Company directly;
WHEREAS, as a condition precedent to providing such services to the Company
the Indemnitees are requiring that the Company enter into this Agreement with
the Indemnitees to provide for the indemnification of, and the advancement of
certain expenses to, such Indemnitees to cover certain liabilities and expenses
that may be incurred by the Indemnitees in connection with each such
Indemnitees' service to and activities on behalf of the Company; and
WHEREAS, in order to induce the Indemnitees to provide services to the
Company, the Company has deemed it to be in its best interest to enter into this
Agreement with the Indemnitees;
NOW, THEREFORE, in consideration of each such Indemnitee agreement to
provide services to the Company, the mutual premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto stipulate and agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 "Affiliate" shall mean any corporation, general partnership,
limited partnership, limited liability company, joint venture, trust, or other
enterprise (i) in which the Company owns, either directly or indirectly, fifty
percent (50%) or more of the outstanding voting capital stock or other equity
interest or (ii) over which the Company, either directly or indirectly,
exercises, or has the ability to exercise, control or dominion, including,
without limitation, serving as general partner of a partnership and a manager or
member, or both, of a limited liability company.
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SECTION 1.02 "Agreement" shall have the meaning set forth in the Preamble
hereto.
SECTION 1.03 "Applicable Law" means (a) any United States Federal, state,
local or foreign law, statute, rule, regulation, order, writ, injunction,
judgment, decree or permit of any Governmental Authority and (b) any rule or
listing requirement of any applicable national stock exchange or listing
requirement of any national stock exchange or Commission recognized trading
market on which securities issued by the Company are listed or quoted.
SECTION 1.04 "Board" means the Board of Supervisory Directors of the
Company.
SECTION 1.05 "Change in Control" shall have occurred if (i) an event
occurs, in respect of the Company, that the Company would be required to report
in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to
any similar item on any successor schedule or form to said Schedule 14A)
promulgated under the Exchange Act, whether or not the Company is then subject
to such reporting requirement; (ii) any "person" (as such term is used in
Section 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 35% or more of the combined voting power
of the Company's then outstanding securities without the prior approval of at
least two-thirds of the Directors in office immediately prior to such person
attaining such percentage ownership interest; (iii) there occurs a proxy contest
the result of which is that the Directors in office immediately prior to any
shareholder action relating to such proxy contest constitute less than a
majority of the Directors immediately thereafter; (iv) during any period of two
consecutive years, other than as a result of an event described in clause (iii)
of this definition, individuals who at the beginning of such period constituted
the Board (or who were subsequently elected with approval of at least two-thirds
of the Directors still in office who were Directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Directors;
or (v) the stockholders of the Company approve (x) a merger or consolidation of
the Company with any other person (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 combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation),
(y) a plan of complete liquidation of the Company or (z) an agreement or
agreements for the sale or disposition, in a single transaction or a series of
related transactions, by the Company of all or substantially all of its property
and assets. Notwithstanding the foregoing, events otherwise constituting a
Change in Control in accordance with clauses (i), (ii) or (v) above shall not
constitute a Change in Control if such events are approved, recommended or
supported by two-thirds of the Directors in actions taken prior to, and with
respect to, such events.
SECTION 1.06 "Commission" shall mean the United States Securities and
Exchange Commission.
SECTION 1.07 "Company" shall have the meaning set forth in the Preamble
hereto.
SECTION 1.08 "Director" or "Directors" means a member of the Board.
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SECTION 1.09 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
SECTION 1.10 "Indemnitee" or "Indemnitees" shall have the meaning set forth
in the Preamble hereto.
SECTION 1.11 "Person" means any individual, firm, partnership, corporation,
limited liability company, association, joint-stock company, unincorporated
organization, joint venture, trust, court, governmental agency or any political
subdivision thereof, or any other entity.
SECTION 1.12 "Securities Act" shall mean the Securities Act of 1933, as
amended and the rules and regulations of the Commission promulgated thereunder.
ARTICLE II
INDEMNIFICATION
To the full extent permitted by law, the Company agrees to indemnify and
hold each such Indemnitee harmless:
(a) from and against any and all losses, liabilities, including liabilities
under the Federal securities laws, claims, damages and expenses whatsoever
arising out of (i) any event or occurrence related to the fact that such
Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company or an Affiliate of the Company, or both, or is or was serving at the
request of the Company as a director, officer, employee, agent or fiduciary of
another Person or by reason of any action or inaction on the part of such
Indemnitee while serving in such capacity and (ii) any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement filed under the Securities Act, including the information deemed to be
part of a registration statement pursuant to Rule 430A(b) under the Securities
Act, if applicable, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any prospectus, preliminary or
otherwise (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and
(b) from and against any and all expenses whatsoever (including fees and
expenses of counsel selected as provided herein), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any event, occurrence, action or
inaction, untrue statement or omission, or any alleged untrue statement or
omission, described in clause (a) above to the extent that such expenses are not
paid under clause (a) above.
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ARTICLE III
INDEMNIFICATION OF ESTATE
If an Indemnitee is entitled to indemnification pursuant to the terms
hereof, and such Indemnitee is deceased, the Company shall indemnify such
Indemnitee's estate and such Indemnitee's spouse, heirs, administrators, and
executors against, and the Company shall, and does hereby agree to, assume any
and all expenses (including attorneys' fees), penalties and fines actually
incurred by or for such Indemnitee or such Indemnitee's estate in connection
with the investigation, defense, settlement or appeal of any such action, suit
or proceeding. Further, when requested in writing by the spouse of such
Indemnitee or the heirs, executors or administrators of such Indemnitee's
estate, or all of them, the Company shall provide appropriate evidence of this
Agreement to indemnify such Indemnitee against and to assume such costs,
liabilities, and expenses.
ARTICLE IV
PARTIAL INDEMNIFICATION
If the Company or an Affiliate of the Company becomes obligated to
indemnify an Indemnitee under any provision of this Agreement for some or a
portion of the expenses (including attorneys' fees), judgments, fines, or
amounts paid in settlement actually incurred by or for such Indemnitee in the
investigation, defense, appeal or settlement of such action, suit, or proceeding
but not, however, for all of the total amount thereof, the Company or an
Affiliate of the Company shall indemnify such Indemnitee against the portion
thereof to which such Indemnitee is entitled.
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ARTICLE V
PAYMENT OF CLAIMS;
DETERMINATION OF INDEMNIFICATION RIGHTS
SECTION 5.01 DETERMINATION OF RIGHT TO INDEMNIFICATION. Anything contained
elsewhere herein to the contrary notwithstanding, a determination as to whether
an Indemnitee is entitled, partially or fully, to indemnification hereunder and
the reasonableness of any amount sought by such Indemnitee shall be made by the
Board pursuant to a vote by a majority of those Directors not a party to such
action, suit or proceeding; provided, however, that if such a majority is
unobtainable, the Board shall, pursuant to a vote by a majority of the
independent Directors (as determined according to the rules and regulations of
the New York Stock Exchange regarding independent directors in effect as of the
date of such vote) appoint independent legal counsel (which counsel may be the
outside counsel regularly employed by the Company), which counsel shall issue a
written opinion stating whether such Indemnitee is entitled to indemnification
as provided herein. The fees and expenses of counsel in connection with making
said determination shall be paid by the Company and, if requested by such
counsel, the Company shall give such counsel an appropriate written agreement
with respect to the payment of its fees and expenses and such other matters as
may be reasonably requested by counsel. The provisions of this Section 5.01 are
intended to avoid dispute between the Company and the Indemnitees and to further
secure such Indemnitees' rights hereunder and accordingly (i) a determination
that an Indemnitee is entitled to indemnification shall be conclusive as against
the Company; and (ii) a determination that an Indemnitee is not entitled to
indemnification shall in no way limit such Indemnitee's rights to compel
performance by the Company hereunder by appropriate legal proceedings pursuant
to Section 5.03.
SECTION 5.02 CLAIMS FOR INDEMNIFICATION. Indemnitees shall submit any and
all claims for indemnification or requests for advances covered by this
Agreement to the Company in writing. Such written claim or request shall contain
sufficient information to reasonably inform the Company about the nature and
extent of the indemnification or advance sought by such Indemnitee.
SECTION 5.03 JUDICIAL REVIEW OF INDEMNIFICATION. Notwithstanding the
provisions of Section 5.01, an Indemnitee may, either before or within two years
after a determination regarding such Indemnitee's right to indemnification has
been made pursuant to Section 5.01, petition a court of competent jurisdiction
to determine whether such Indemnitee is entitled to indemnification pursuant to
the provisions hereof, and such court shall thereupon have the exclusive
authority to make such determination unless and until such court dismisses or
otherwise terminates such action without having made such determination. Such
court shall make an independent determination of whether such Indemnitee is
entitled to indemnification pursuant to the terms hereof, and, if so, the extent
of such indemnification. If such court shall determine that such Indemnitee is
entitled to indemnification hereunder as to any claim, issue, or matter involved
in the action, suit or proceeding with respect to which there has been no prior
determination pursuant hereto or with respect to which there has been a prior
determination pursuant hereto that Indemnitee was not entitled, or was only
partially entitled, to indemnification hereunder, the Company shall pay all
expenses (including reasonable attorneys' fees) actually incurred by such
Indemnitee in connection with such judicial determination, as well as the amount
of indemnification specified by such court (to the extent that
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such indemnification has not already been paid). The Company hereby submits to
the non-exclusive jurisdiction of the state and federal courts of Texas and the
courts of the Netherlands in any action or proceeding arising out of or relating
to this Section 5.03.
ARTICLE VI
ADDITIONAL INDEMNIFICATION RIGHTS; NON EXCLUSIVITY
SECTION 6.01 SCOPE. The Company hereby agrees to indemnify the Indemnitees
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 Articles of Association or by statute. In the event of
any change after the date hereof in any applicable law, statute or rule which
expands the right of a Netherlands corporation to indemnify its or any of its
Affiliate's directors, officers, agents or fiduciaries, it is the intent of the
parties hereto that the Indemnitees 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 Netherlands corporation to
indemnify its or any of its Affiliate's directors, officers, agents or
fiduciaries, 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.
SECTION 6.02 NON EXCLUSIVITY. The indemnification provided by this
Agreement shall be in addition to any rights to which an Indemnitee may be
entitled under the Company's Articles of Association, any agreement, any vote of
the stockholders or independent Directors of the Company, the Applicable Law of
The Netherlands or otherwise. The indemnification provided hereunder shall
continue as to each such Indemnitee for any action taken or not taken while
serving as a director, officer, employee, agent or fiduciary of the Company or
while serving at the request of the Company as a director, officer, employee,
agent, or fiduciary of another Person even though such Indemnitee may have
ceased to serve in such capacity.
SECTION 6.03 MUTUAL ACKNOWLEDGMENT. The Company and the Indemnitees
acknowledge that insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, employees, agents and
fiduciaries of the Company pursuant to this Agreement, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. The Indemnitees understand and acknowledge that in the event that
a claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director or officer in the
successful defense of any action, suit or proceeding) is asserted by such
director or officer in connection with the capital stock or other equity
interest of the Company or an Affiliate of the Company, or both, registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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ARTICLE VII
CHANGE IN CONTROL
If a Change in Control has not occurred after the date hereof, the
determination of the (i) rights of an Indemnitee to indemnification and payment
of expenses under this Agreement and (ii) the evaluation of the reasonableness
of amounts claimed by such Indemnitee shall be made in accordance with the
provisions of Section 5.01 or in such other manner as may be required by
applicable law. If a Change in Control has occurred after the date hereof, such
determination and evaluation shall be made by a special independent counsel
(which may be the outside counsel regularly employed by the Company) selected by
such Indemnitee and approved by the Company, which approval shall not be
unreasonably withheld.
ARTICLE VIII
SUBROGATION
In the event the Company becomes obligated hereunder to indemnify any such
Indemnitee, the Company shall be subrogated to all rights of recovery of such
Indemnitee, who shall execute any and all documents, instruments and papers and
take any and all actions as may be reasonably requested by the Company to
implement such subrogation rights. The foregoing sentence notwithstanding, the
Company shall be entitled to subrogation from such Indemnitee only to the extent
necessary to recover payments made, if any, by the Company to or on behalf of
such Indemnitee.
ARTICLE IX
LIMITATION OF ACTIONS; RELEASE OF CLAIMS
No legal action shall be brought and no cause of action shall be asserted
by or on behalf of the Company, or any of its Affiliates, against an Indemnitee,
or the spouse, heirs, executors, or administrators of such Indemnitee after the
expiration of two years from the date such Indemnitee ceases (for any reason) to
serve in any one or more of the capacities covered by this Agreement, and any
claim or cause of action of the Company, or any of its Affiliates, shall be
extinguished and deemed released unless such claim is asserted in a filing,
properly made, with a court of competent jurisdiction within such two year
period.
ARTICLE X
LIMITATION OF INDEMNIFICATION RIGHTS
The Company shall not be liable hereunder to make any payment in connection
with any claim made against an Indemnitee:
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(a) for which payment is actually made to such Indemnitee under a valid and
collectible insurance policy, such insurance policy was provided by the Company
on behalf of such Indemnitee or otherwise, except in respect of any excess of
any claim over the amount received pursuant to such insurance policy;
(b) for which such Indemnitee has already been indemnified by the Company
or any of its Affiliates, otherwise than pursuant to this Agreement;
(c) resulting from or arising out of or in connection with the knowingly
fraudulent, deliberatively dishonest or willful misconduct of such Indemnitee;
and
(d) for which indemnification under this Agreement is determined, upon
final adjudication by a court of competent jurisdiction, to be unlawful and
violative of public policy.
ARTICLE XI
PARTICIPATION BY THE COMPANY
SECTION 11.01 PARTICIPATION. With respect to any such claim, action, suit,
proceeding or investigation as to which an Indemnitee notifies the Company of
the commencement thereof:
(a) the Company will be entitled to participate therein at its own expense;
and
(b) except as otherwise provided below, to the extent that it may wish, the
Company (jointly with any other indemnifying party similarly notified) will be
entitled to assume the defense thereof, with counsel satisfactory to such
Indemnitee. After receipt of notice from the Company to such Indemnitee of the
Company's election so to assume the defense thereof, the Company will not be
liable to such Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by such Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below.
Such Indemnitee shall have the right to employ his own counsel in such action,
suit, proceeding or investigation but the fees and expenses of such counsel
incurred after receipt of notice from the Company of its assumption of the
defense thereof shall be at the expense of such Indemnitee unless (i) the
employment of counsel by such Indemnitee has been authorized by the Company,
(ii) such Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and such Indemnitee in the conduct of
the defense of such action, or (iii) the Company shall not in fact have employed
counsel to assume the defense of such action, in each of which cases the fees
and expenses of counsel employed by such Indemnitee shall be subject to
indemnification pursuant to the terms of this Agreement. The Company shall not
be entitled to assume the defense of any action, suit, proceeding or
investigation brought in the name of or on behalf of the Company or as to which
such Indemnitee shall have made the conclusion provided for in (ii) above.
SECTION 11.01 SETTLEMENTS WITHOUT CONSENT. The Company shall not be
obligated to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any action or
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claim where such settlement effected without the Company's written consent,
which consent shall not be unreasonably withheld. The Company shall not settle
any action or claim in any manner which would impose any significant
unindemnified penalty or limitation on an Indemnitee without such Indemnitee's
written consent, which consent shall not be unreasonably withheld.
ARTICLE XII
ADVANCES
SECTION 12.01 ADVANCES. In the event of any action, suit or proceeding,
whether threatened or pending, to which Indemnitee is, or may become, a party or
in which such Indemnitee is involved that may give rise to a right of
indemnification hereunder, following written request to the Company by such
Indemnitee, the Company shall promptly pay to such Indemnitee amounts to cover
expenses reasonably incurred by such Indemnitee in such proceeding in advance of
its final disposition. Such payments will be made upon the receipt by the
Company of (a) a written undertaking executed by or on behalf of such Indemnitee
providing that (i) Indemnitee will repay the advance if it shall ultimately be
determined that such Indemnitee is not entitled to be indemnified by the Company
as provided herein and (ii) such Indemnitee has complied with the terms and
conditions of Section 13.02, and (b) evidence as to the amount of such expenses,
provided that such evidence is deemed satisfactory to the Company.
SECTION 12.02 REPAYMENT OF ADVANCES OR OTHER EXPENSES. The Indemnitees
agree, severally and not jointly, that such Indemnitees shall reimburse the
Company for all expenses paid by the Company in defending any civil, criminal,
administrative or investigative action, suit or proceeding against such
Indemnitees in the event and only to the extent that (i) it shall be determined
pursuant to the provisions of this Agreement or by final judgment or other final
adjudication under the provisions of any Applicable Law that Indemnitee is not
entitled to be indemnified by the Company for such expenses or (ii) an Affiliate
has also paid such expenses.
ARTICLE XIII
OTHER RIGHTS AND REMEDIES
SECTION 13.01 NO LIMITATION. Except as provided in Article X, any
indemnification or advance payment of expenses made pursuant hereto shall be in
addition to any other rights of indemnification to which an Indemnitee may be
entitled under this Agreement, any provision of Applicable Law, the Articles of
Association of the Company, or any other agreement, or pursuant to a vote of a
majority of the independent Directors (as determined according to the rules and
regulations of the New York Stock Exchange regarding independent directors in
effect as of the date of such vote).
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SECTION 13.02 OTHER AGREEMENTS. Notwithstanding anything to the contrary
contained elsewhere herein, an Indemnitee shall not make, and the Company shall
not be obligated to pay, any claim for indemnification or an advancement of
expenses hereunder, or both, that is also covered, either partially or fully, by
a governing instrument of, or an agreement by, an Affiliate or the Company. An
Indemnitee need only give a single notice under Section 5.02 to the Company and
need not make claim specifically against an Affiliate, and may look to the
Company for the payment of amounts due hereunder, the purpose of this Section
13.02 being to establish the responsibility of the Company and its Affiliates as
between themselves.
ARTICLE XIV
DURATION
All agreements and obligations of the Company contained herein shall
continue for so long as an Indemnitee is a director, officer, agent or fiduciary
of the Company or its Affiliates and shall continue thereafter for so long as
such Indemnitee shall be subject to any claim action, suit, proceeding or
investigation covered by Article II, whether pending or threatened, and
regardless of whether such claim, action, suit proceeding or investigation is of
a civil, criminal, administrative or investigative nature.
ARTICLE XV
NOTICE
Promptly after receipt by an Indemnitee of notice of the commencement of
any action, suit or proceeding, such Indemnitee shall, if such Indemnitee
anticipates or contemplates making a claim for expenses or an advance pursuant
to the terms of this Agreement, notify the Company in writing of the
commencement of such action, suit or proceeding; provided, however, that any
delay in so notifying the Company shall not constitute a waiver or release by
such Indemnitee of rights hereunder and that any omission by such Indemnitee to
so notify the Company shall relieve the Company of any obligation that it may
have to such Indemnitee hereunder.
ARTICLE XVI
INTENT OF PARTIES
The Company expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on the Company hereby in order to
induce the Indemnitees to serve as a director, officer, or other employee of the
Company and acknowledges that the Indemnitees are relying upon this Agreement in
agreeing to serve in such capacity.
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ARTICLE XVII
EFFECTIVENESS OF AGREEMENT
This Agreement is effective for, and shall apply to, any claim that is
asserted or threatened on or after the date any such Indemnitee was first
employed by the Company or an Affiliate of the Company, as such date is set
forth opposite each such Indemnitee's name on Schedule I hereto.
ARTICLE XVIII
MISCELLANEOUS
SECTION 18.01 SEVERABILITY. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable under any Applicable Law, then such
contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
SECTION 18.02 ENTIRE AGREEMENT. This Agreement, the documents expressly
referred to herein including, but not limited to, the documents referred to in
Section 6.01, embody the complete agreement and understanding among the parties
hereto and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written, oral or otherwise, which may
have related to the subject matter hereof in any way.
SECTION 18.03 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original,
but all of which together shall constitute one and the same instrument.
SECTION 18.04 HEADINGS. The headings used herein are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.
SECTION 18.05 USE OF CERTAIN TERMS. As used in this Agreement, the words
"herein", "hereof", and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular paragraph, subparagraph,
section, subsection, or other subdivision. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.
SECTION 18.06 MODIFICATION; WAIVER; TERMINATION. No supplement,
modification, or amendment, or termination of this Agreement shall be effective
unless executed in writing by 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.
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SECTION 18.07 NOTICES. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand by certified U.S. mail, with proper postage and
with return receipt requested or sent by a reputable overnight delivery service,
cable, telegram, or facsimile transmission to the parties at the following
addresses or at such other addresses as shall be specified by the parties by
like notice:
(a) if to an Indemnitee, to the address set forth opposite such
Indemnitee's name on Schedule I hereto.
(b) if to the Company, to
Core Laboratories N.V.
c/o Core Laboratories, Inc.
5295 Hollister Road
Attention: General Counsel
Houston, Texas 77040
Telephone: (713) 460-9600
Facsimile No.: (713) 744-6225
Notice so given shall, in the case of notice so given by mail, be deemed to be
given and received on the fourth calendar day after posting, in the case of
notice so given by overnight delivery service, on the date of actual delivery
and, in the case of notice so given by cable, telegram, facsimile transmission
or personal delivery, as the case may be, upon receipt.
SECTION 18.08 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT UNDER, AND SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY AND
ACCORDING TO, THE LAWS OF THE NETHERLANDS, EXCLUDING ANY CONFLICT OF LAWS
PRINCIPLE WHICH, IF APPLIED, MIGHT PERMIT OR REQUIRE THE APPLICATION OF THE LAWS
OF A DIFFERENT JURISDICTION.
SECTION 18.09 SURVIVAL; CONTINUATION. The rights of an Indemnitee under
this Agreement shall inure to the benefit of such Indemnitee, and the heirs,
executors, administrators, personal representatives and assigns, of such
Indemnitee and this Agreement shall be binding upon the Company, its successors
and assigns. If the Company, in a single transaction or series of related
transactions, sells, leases, exchanges, or otherwise disposes of all or
substantially all of its property and assets, the Company shall, as a condition
precedent to any such transaction, cause effective provision to be made so that
the persons or entities acquiring such property and assets shall become bound by
and replace the Company under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.
CORE LABORATORIES N.V.
BY: CORE LABORATORIES INTERNATIONAL B.V.,
its Sole Managing Director
By:
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Jacobus Schoutern
Managing Director
INDEMNITEE
By:
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SCHEDULE I
INDEMNITEES
Indemnitees:
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