How Many Lawyers Does It Take To Change A Lightbulb?
Such number as may be deemed to perform the stated task in a timely and efficient manner within the strictures of the following agreement:
ARTICLE ONE
SUMMARY OF SERVICES TO BE PERFORMED
Whereas the party of the first part, also hereinafter referred to as “The Lawyer,” and the party of the second part, hereinafter also referred to as “The Light Bulb,” do hereby and forthwith agree to a transaction wherein the party of the second part (Light Bulb) shall be removed from the current position as a result of failure to perform previously agreed upon duties, i.e., the lighting, elucidation, and otherwise illumination of the area ranging from the front (north) door, through the entry way, terminating at an area just inside the primary living area, demarcated by the beginning of the carpet, any spillover illumination being at the option of the party of the second part (Light Bulb) and not required by the aforementioned agreement be tween the parties.The aforementioned removal transaction shall include, but not be limited to, the following steps:
1.01. The party of the first part (Lawyer) shall, with or without elevation at his option, by means of a chair, stepstool, ladder or any other means of elevation, grasp the party of the second part (Light Bulb) and rotate the party of the second part (Light Bulb) in a counter-clockwise direction, said direction being non- negotiable. Said grasping and rotation of the party of the second part (Light Bulb) shall be undertaken by the party of the first part (Lawyer) with every possible caution by the party of the first part (Lawyer) to maintain the structural integrity of the party of the second part (Light Bulb), notwithstanding the aforementioned failure of the party of the second part (Light Bulb) to perform the aforementioned customary and agreed upon duties. The foregoing notwithstanding, however, both parties stipulate that structural failure of the party of the second part (Light Bulb) may be incidental to the aforementioned failure to perform and in such case the party of the first part (Lawyer) shall be held blameless for such structural failure insofar as this agreement is concerned so long as the non-negotiable directional codicil (counter-clockwise) is observed by the party of the first part (Lawyer) throughout.
1.02. Upon reaching a point where the party of the second part (Light Bulb) becomes separated from the party of the third part (“Receptacle”), the party of the first part (Lawyer) shall have the option of disposing of the party of the second part (Light Bulb) in a manner consistent with all applicable state, local and federal statutes, regulations, customs, traditions, or practices.
1.03. Once separation and disposal have been achieved, the party of the first part (Lawyer) shall have the option of beginning installation of the party of the fourth part(“New Light Bulb”). This installation shall occur in a manner consistent with the reverse of the procedures described in step one of this self-same document, being careful to note that the rotation should occur in a clockwise direction, said direction also being non- negotiable.
The above described steps may be performed, at the option of the party of the first part (Lawyer), by said party of the first part (Lawyer), by his heirs and assigns, or by any and all persons authorized by her/him to do so, the objective being to produce a level of illumination in the immediate vicinity of the aforementioned front (north) door consistent with maximization of ingress and revenue for the party of the fifth part, also known as “The Firm.
ARTICLE II
INDEMNIFICATION
2.01 Nonderivative Actions. Subject to all of the other provisions of article II, the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (other than an action by or in the right of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) and/or the party in the fourth part (New Light Bulb)), by reason of the fact that the person is or was the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) or his or her officers, directors, shareholders, employees, agents, heirs, or assigns providing services hereunder, or, while serving as the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) or his or her officers, directors, shareholders, employees, agents, heirs, or assigns providing services hereunder, is or was serving at the request of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) and/or the party in the fourth part (New Light Bulb) as a director, officer, partner, trustee, employee, heir, assignee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual (even if unreasonable) attorney fees), judgments, penalties, fines, and amounts paid in settlement actually (even if unreasonably) incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person (a) did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) or its shareholders (b) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful, or (c) proven by a court of competent jurisdiction to have intentionally committed a criminal act.
2.02 Derivative Actions. Subject to all of the provisions of article II, the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) to procure a judgment in its favor by reason of the fact that the person is or was the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) or his or her officers, directors, shareholders, employees, agents, heirs, or assigns providing services hereunder or, while serving as a director or officer of the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm), is or was serving at the request of the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) as a director, officer, partner, trustee, employee, or agent of another foreign or domestic party in the first part (Lawyer), partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) or its shareholders. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred. The termination of any action or suit by settlement shall not, by itself, create a presumption that the person (a) did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) or its shareholders or (b) received a financial benefit to which he or she is not entitled, intentionally inflicted harm on the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) or its shareholders, or proven by a court of competent jurisdiction to have intentionally committed a criminal act.
2.03 Expenses of Successful Defense. To the extent that the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) or his or her officers, directors, shareholders, employees, agents, heirs, or assigns providing services hereunderhas been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 2.01 or 2.02, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall indemnify such director or officer against actual and reasonable expenses (including attorney fees)incurred by the person in connection with the action, suit, or proceeding and any action, suit, or proceeding brought to enforce the mandatory indemnification provided by this section 2.03.
2.04 Definition. For the purposes of sections 2.01 and 2.02, “other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the request of the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm)” shall include any service as a director, officer, employee, or agent of the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) that imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its participants, or its beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) or its shareholders” as referred to in sections 2.01 and 2.02.
2.05 Contract Right; Limitation on Indemnity. The right to indemnification conferred in article II shall be a contract right and shall apply to services of a director or officer as an employee or agent of the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) as well as in the person’s capacity as a director or officer. Except as provided in this article II, the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall have no obligations under article II to indemnify any person in connection with any proceeding, or part thereof, initiated by the person without authorization by the board of directors.
2.06 Determination That Indemnification Is Proper. Any indemnification under sections 2.01 or 2.02 (unless ordered by a court) shall be made by the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 2.01 or 2.02, whichever is applicable, and upon an evaluation of the reasonableness of expense and amounts paid in settlement. The determination and evaluation shall be made in any of the following ways:
(a) By a majority vote of a quorum of the board consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.
(b) If the quorum described in clause (a) above is not obtainable, then by majority vote of a committee of directors duly designated by the board and consisting solely of two or more directors who are not at the time parties or threatened to be made parties to the action, suit, or proceeding.
(c) By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways: (i) by the board or its committee in the manner prescribed in subparagraph (a) or (b); or (ii) if a quorum of the board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the board.
(d) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.
2.07 Authorizations of Payment.
(a) Authorizations of payment under sections 2.01 and 2.02 shall be made in any of the following ways:
(1) By the board of directors:
(i) If there are two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all such directors (a majority of whom shall for this purpose constitute a quorum) or by a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding.
(ii) If the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) has one or more independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all such directors (a majority of whom shall for this purpose constitute a quorum).
(iii) If there are no independent directors and fewer than two directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by the vote necessary for action by the board in accordance with section 5.07 of article V, in which authorization all directors may participate.
(2) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted on the authorization.
(b) To the extent that the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) has not explicitly entered into any separate arrangement with the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) that includes a provision eliminating or limiting the liability of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) hereunder, the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall indemnify the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) for the expenses and liabilities described below without a determination that the director has met the standard of conduct set forth in sections 2.01 and 2.02, but no indemnification may be made if the the first part (Lawyer) intentionally violated criminal law. In connection with an action or suit by or in the right of the first part (Lawyer), as described in section 2.01, indemnification under this section 2.07(b) may be for expenses, including attorney fees, actually (even if unreasonably) incurred. In connection with an action, suit, or proceeding other than one by or in the right of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb), as described in section 2.01, indemnification under this section 2.07(2) may be for expenses, including attorney fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.
2.08 Proportionate Indemnity. If a person is entitled to indemnification under sections 2.01 or 2.02 for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
2.09 Expense Advance. The party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) may pay or reimburse the reasonable expenses incurred by a person referred to in sections 2.01 or 2.02 who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) a written undertaking executed personally, or on his or her belief, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, if any, required by the MBCA for the indemnification of the person under the circumstances. Determinations and evaluations under this section 2.09 shall be made as specified in section 2.06, and authorizations shall be made in the manner specified in section 2.07. A provision in the articles of inparty in the second part (Light Bulb), these bylaws, a resolution by the board or the shareholders, or an agreement making indemnification mandatory shall also make advancement of expenses mandatory unless the provision specifically provides otherwise.
2.10 Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb). However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
2.11 Indemnification of Employees and Agents of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb). The party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) to the fullest extent of the provisions of article II with respect to the indemnification and advancement of expenses of directors and officers of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb).
2.12 Former Directors and Officers. The indemnification provided in article II continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of the person.
2.13 Insurance. The party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb), or is or was serving at the request of the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) would have power to indemnify the person against the liability under or the laws of the state of Michigan.
2.14 Changes in Law. If there is any change of the statutory provisions applicable to the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) relating to the subject matter of article II, then the indemnification to which any person shall be entitled under this article shall be determined by the changed provisions, but only to the extent that the change permits the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) to provide broader indemnification rights than the provisions permitted the party in the second part (Light Bulb) and/or the party in the fourth part (New Light Bulb) to provide before the change. Subject to section 2.15, the board of directors is authorized to amend this Agreementto conform to any such changed statutory provisions.
2.15 Amendment or Repeal of Article II. No amendment or repeal of article II shall apply to or have any effect on the party in the first part (Lawyer) and/or the party in the fifth part (Law Firm) or his or her officers, directors, shareholders, employees, agents, heirs, or assigns providing services hereunder for or with respect to any acts or omissions of the director or officer occurring before the amendment or repeal.
