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AMENDMENT TO INDEMNITY
AGREEMENT
THIS AMENDMENT TO
INDEMNITY AGREEMENT (this “Amendment”), dated as of
, is made by and between Alliance Semiconductor Corporation, a
Delaware corporation with executive offices at 2575 Augustine
Drive, Santa Clara, California 95054 (the “Company” ),
and
.
A. The parties
hereto are parties to Indemnity Agreement, dated as of
(the “Original Agreement”).
B. The parties
hereto previously agreed to amend certain provisions of the
Original Agreement, and wish to confirm such agreement as provided
herein.
NOW, THEREFORE, in
consideration of the premises and mutual covenants hereinafter set
forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1.
Section 6 hereby is amended by deleting in its entirety the
last sentence of Section 6. Section 6 is hereby further
amended by add at the end thereof a new sentence reading as
follows: “If so requested by the Company, Indemnitee hereby
agrees to provide the Company in connection with any proceeding a
written undertaking confirming, with respect to such proceeding,
the undertaking of the Indemnitee set forth in this
Section 6”.
2. The last two
sentences of Section 8.2 hereby are amended to read in their
entirety as follows: “Such determinati
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