OR INTENDED TO REMAIN IN FULL FORCE AND
EFFECT NOTWITHSTANDING SUCH TERMINATION.
14.
MISCELLANEOUS.
(A)
WAIVER; AMENDMENT. THE FAILURE OF A PARTY TO ENFORCE ANY TERM,
PROVISION, OR CONDITION OF THIS AGREEMENT AT ANY TIME OR TIMES SHALL NOT BE
DEEMED A WAIVER OF THAT TERM, PROVISION, OR CONDITION FOR THE FUTURE, NOR SHALL
ANY SPECIFIC WAIVER OF A TERM, PROVISION, OR CONDITION AT ONE TIME BE DEEMED A
WAIVER OF SUCH TERM, PROVISION, OR CONDITION FOR ANY FUTURE TIME OR TIMES. THIS
AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A WRITING SIGNED BY BOTH PARTIES
HERETO.
(B)
GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BERMUDA AND THE PARTIES IRREVOCABLY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF BERMUDA.
15
(C)
PARAGRAPH CAPTIONS. PARAGRAPH AND OTHER CAPTIONS CONTAINED IN THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND ARE IN NO WAY INTENDED TO
DESCRIBE, INTERPRET, DEFINE OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS
AGREEMENT OR ANY PROVISION HEREOF.
(D)
SEVERABILITY. EACH PROVISION OF THIS AGREEMENT IS INTENDED TO BE
SEVERABLE. IF ANY TERM OR PROVISION HEREOF IS ILLEGAL OR INVALID FOR ANY REASON
WHATSOEVER, SUCH ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE VALIDITY OF THE
REMAINDER OF THIS AGREEMENT.
(E)
INTEGRATED AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS,
MEMORANDA, TERM SHEETS, CONVERSATIONS AND NEGOTIATIONS. THERE ARE NO AGREEMENTS,
UNDERSTANDINGS, RESTRICTIONS, REPRESENTATIONS OR WARRANTIES BETWEEN THE PARTIES
OTHER THAN THOSE SET FORTH HEREIN OR HEREIN PROVIDED FOR NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS AGREEMENT SHALL REDUCE OR DIMINISH THE EXECUTIVE'S
RIGHTS UNDER ANY EMPLOYEE BENEFIT PLAN IN WHICH HE IS A PARTICIPANT OR UNDER ANY
STOCK OPTION, SAR, RSU, PREFERRED SHARE (OR SIMILAR COMPENSATORY AWARD) GRANTED
TO THE EXECUTIVE BY THE COMPANY (OR ANY GROUP COMPANY) BEFORE, ON OR AFTER THE
EFFECTIVE DATE.
(F)
INTERPRETATION; COUNTERPARTS.
(I)
NO PROVISION OF THIS AGREEMENT IS TO BE INTERPRETED FOR OR
AGAINST ANY PARTY BECAUSE THAT PARTY DRAFTED SUCH PROVISION.
(II)
FOR PURPOSES OF THIS AGREEMENT: "HEREIN, "HEREBY," "HEREOF",
"HEREINAFTER," "HEREWITH," "HEREAFTER" AND "HEREINAFTER" REFER TO THIS AGREEMENT
IN ITS ENTIRETY, AND NOT TO ANY PARTICULAR PARAGRAPH.
16
(III)
REFERENCES TO STATUTORY PROVISIONS SHALL BE CONSTRUED AS
REFERENCES TO THOSE PROVISIONS AS AMENDED OR RE-ENACTED OR AS THEIR APPLICATION
IS MODIFIED BY OTHER PROVISIONS FROM TIME TO TIME AND SHALL INCLUDE REFERENCES
TO ANY PROVISIONS OF WHICH THEY ARE RE-ENACTMENTS (WHETHER WITH OR WITHOUT
MODIFICATION).
(IV)
REFERENCES TO THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE VERSA
AND REFERENCES TO THE MASCULINE SHALL INCLUDE THE FEMININE AND/OR NEUTER AND
VICE VERSA.
(V)
REFERENCES TO PERSONS SHALL INCLUDE COMPANIES, PARTNERSHIPS,
ASSOCIATIONS AND BODIES OF PERSONS, WHETHER INCORPORATED OR UNINCORPORATED.
(G)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH SHALL CONSTITUTE ONE AND
THE SAME INSTRUMENT.
(H)