BUSINESS
DAY AFTER THE BUSINESS DAY OF DEPOSIT WITH FEDERAL EXPRESS OR SIMILAR OVERNIGHT
COURIER, FREIGHT PREPAID, OR (D) ONE DAY AFTER THE BUSINESS DAY OF DELIVERY BY
FACSIMILE TRANSMISSION, IF DELIVERABLE BY FACSIMILE TRANSMISSION, WITH COPY BY
FIRST CLASS MAIL, POSTAGE PREPAID, AND SHALL BE ADDRESSED IF TO INDEMNITEE, AT
INDEMNITEE'S ADDRESS AS SET FORTH BENEATH INDEMNITEE'S SIGNATURE TO THIS
AGREEMENT AND IF TO THE COMPANY AT THE ADDRESS OF ITS PRINCIPAL CORPORATE
OFFICES (ATTENTION: CHIEF EXECUTIVE OFFICER) OR AT SUCH OTHER ADDRESS AS SUCH
PARTY MAY DESIGNATE BY TEN CALENDAR DAYS' ADVANCE WRITTEN NOTICE TO THE OTHER
PARTY HERETO.
16.
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE EACH HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE
FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING THAT ARISES OUT OF
OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION INSTITUTED UNDER THIS
AGREEMENT SHALL BE COMMENCED, PROSECUTED AND CONTINUED ONLY IN THE COURT OF
CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY, WHICH SHALL BE
THE EXCLUSIVE AND ONLY PROPER FORUM FOR ADJUDICATING SUCH A CLAIM.
8
17.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT SHALL BE SEVERABLE
IN THE EVENT THAT ANY OF THE PROVISIONS HEREOF (INCLUDING ANY PROVISION WITHIN A
SINGLE SECTION, PARAGRAPH OR SENTENCE) ARE HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, VOID OR OTHERWISE UNENFORCEABLE, AND THE REMAINING
PROVISIONS SHALL REMAIN ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
FURTHERMORE, TO THE FULLEST EXTENT POSSIBLE, THE PROVISIONS OF THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATIONS, EACH PORTION OF THIS AGREEMENT CONTAINING ANY
PROVISION HELD TO BE INVALID, VOID OR OTHERWISE UNENFORCEABLE, THAT IS NOT
ITSELF INVALID, VOID OR UNENFORCEABLE) SHALL BE CONSTRUED SO AS TO GIVE EFFECT
TO THE INTENT MANIFESTED BY THE PROVISION HELD INVALID, ILLEGAL OR
UNENFORCEABLE.
18.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND ITS
PROVISIONS CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, AS APPLIED TO CONTRACTS BETWEEN DELAWARE RESIDENTS, ENTERED INTO AND
TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
19.
SUBROGATION.
IN THE EVENT OF PAYMENT UNDER THIS AGREEMENT, THE
COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE RIGHTS
OF RECOVERY OF INDEMNITEE WHO SHALL EXECUTE ALL DOCUMENTS REQUIRED AND SHALL DO
ALL ACTS THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND TO ENABLE THE COMPANY
EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
20.
AMENDMENT AND TERMINATION.
NO AMENDMENT, MODIFICATION, TERMINATION
OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING
SIGNED BY ALL 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.
21.
INTEGRATION AND ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE
ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO