Covered Event may be asserted against Indemnitee and until any Claims commenced
prior thereto are finally terminated and resolved, regardless of whether
Indemnitee continues to serve as a director of the Company, any Subsidiary or
any Other Enterprise.
11.4. No Employment Agreement. Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained in the employ
of the Company, any Subsidiary or any Other Enterprise.
11.5. Subsequent Amendment. No amendment, termination or repeal of
any provision of the Charter or Bylaws of the Company, or any respective
successors thereto, or of any relevant provision of any applicable law, shall
affect or diminish in any way the rights of Indemnitee to indemnification, or
the obligations of the Company, arising under this Agreement, whether the
alleged actions or conduct of Indemnitee giving rise to the necessity of
such indemnification arose before or after any such amendment, termination or
11.6. Notices. Notices required under this Agreement shall be given
in writing and shall be deemed given when delivered in person or sent by
certified or registered mail, return receipt requested, postage prepaid.
Notices shall be directed to the Company at One Burton Hills Boulevard, Suite
350, Nashville, Tennessee 37215, Attention: President, and to Indemnitee at
_________________________ (or such other address as either party may designate
in writing to the other).
11.7. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Tennessee
applicable to contracts made and performed in such state without giving effect
to the principles of conflict of laws.
11.8. Headings. The headings of the Sections of this Agreement are
inserted for convenience only and shall not be deemed to discriminate part of
this Agreement or to affect the construction thereof.
11.9. Counterparts. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one instrument.
11.10. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall constitute, or be deemed to constitute, a waiver of any other provisions
hereof (whether or not similar) nor shall any such waiver constitute a