SHOWING ACTUAL DAMAGE OR IRREPARABLE HARM AND
THAT BY SEEKING INJUNCTIVE RELIEF AND/OR SPECIFIC PERFORMANCE, INDEMNITEE SHALL
NOT BE PRECLUDED FROM SEEKING OR OBTAINING ANY OTHER RELIEF TO WHICH HE MAY BE
ENTITLED.
THE COMPANY AND INDEMNITEE FURTHER AGREE THAT INDEMNITEE SHALL BE
ENTITLED TO SUCH SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF, INCLUDING TEMPORARY
RESTRAINING ORDERS, PRELIMINARY INJUNCTIONS AND PERMANENT INJUNCTIONS, WITHOUT
THE NECESSITY OF POSTING BONDS OR OTHER UNDERTAKING IN CONNECTION THEREWITH.
THE COMPANY ACKNOWLEDGES THAT IN THE ABSENCE OF A WAIVER, A BOND OR UNDERTAKING
MAY BE REQUIRED OF INDEMNITEE BY THE COURT, AND THE COMPANY HEREBY WAIVES ANY
SUCH REQUIREMENT OF SUCH A BOND OR UNDERTAKING.
21.
MODIFICATION AND WAIVER.
NO SUPPLEMENT, MODIFICATION OR AMENDMENT OF THIS
AGREEMENT SHALL BE BINDING 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 OF THIS AGREEMENT NOR SHALL ANY
WAIVER CONSTITUTE A CONTINUING WAIVER.
22.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS UNDER
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN
(I) IF DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY TO WHOM SAID NOTICE OR
OTHER COMMUNICATION SHALL HAVE BEEN DIRECTED, (II) MAILED BY CERTIFIED OR
REGISTERED MAIL WITH POSTAGE PREPAID, ON THE THIRD (3RD) BUSINESS DAY AFTER THE
DATE ON WHICH IT IS SO MAILED, (III) MAILED BY REPUTABLE OVERNIGHT COURIER AND
RECEIPTED FOR BY THE PARTY TO WHOM SAID NOTICE OR OTHER COMMUNICATION SHALL HAVE
BEEN DIRECTED, OR (IV) SENT BY FACSIMILE TRANSMISSION, WITH RECEIPT OF ORAL
CONFIRMATION THAT SUCH
17
TRANSMISSION HAS BEEN RECEIVED:
(A)
IF TO INDEMNITEE, AT THE ADDRESS INDICATED ON THE SIGNATURE PAGE OF THIS
AGREEMENT, OR SUCH OTHER ADDRESS AS INDEMNITEE SHALL PROVIDE IN WRITING TO THE
COMPANY.
(B)
IF TO THE COMPANY, TO:
Six Flags Entertainment Corporation
1540 Broadway
New York, NY 10036
Attention: General Counsel
or to any other address as may have been furnished to Indemnitee in writing by
the Company.
23.
APPLICABLE LAW AND CONSENT TO JURISDICTION.
THIS AGREEMENT AND THE LEGAL
RELATIONS AMONG THE PARTIES SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS
CONFLICT OF LAWS RULES.
EXCEPT WITH RESPECT TO ANY ARBITRATION COMMENCED BY
INDEMNITEE PURSUANT TO SECTION 14(A) OF THIS AGREEMENT, THE COMPANY AND
INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A) AGREE THAT ANY ACTION OR
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
ONLY IN THE DELAWARE COURT AND NOT IN ANY OTHER STATE OR FEDERAL COURT IN THE
UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER COUNTRY; (B) CONSENT TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT FOR PURPOSES OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT;
(C) APPOINT, TO THE EXTENT SUCH PARTY IS OTHERWISE SUBJECT TO SERVICE OF PROCESS
IN THE STATE OF