accordance herewith, except that notices of changes of address shall be
effective only upon receipt.
SECTION 9.2
APPLICABLE LAW, JURISDICTION
AND VENUE.
THIS AGREEMENT IS ENTERED INTO UNDER, AND SHALL BE GOVERNED FOR ALL
PURPOSES BY, THE LAWS OF THE STATE OF TEXAS. ANY SUIT BY THE COMPANY TO ENFORCE
ANY RIGHT HEREUNDER OR TO OBTAIN A DECLARATION OF ANY RIGHT OR OBLIGATION
HEREUNDER MAY, AT THE SOLE OPTION OF THE COMPANY, BE BROUGHT (I) IN ANY COURT OF
COMPETENT JURISDICTION IN THE STATE OF TEXAS OR (II) IN ANY COURT OF COMPETENT
JURISDICTION WHERE JURISDICTION MAY BE HAD OVER EMPLOYEE. EMPLOYEE HEREBY
EXPRESSLY CONSENTS TO THE JURISDICTION OF THE FOREGOING COURTS FOR SUCH PURPOSES
AND TO THE APPOINTMENT OF THE SECRETARY OF STATE FOR THE STATE OF TEXAS AS HIS
AGENT FOR SERVICE OF PROCESS.
SECTION 9.3
NO WAIVER.
NO FAILURE BY
EITHER PARTY HERETO AT ANY TIME TO GIVE NOTICE OF ANY BREACH BY THE OTHER PARTY
OF, OR TO REQUIRE COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT
SHALL (I) BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS
AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME OR (II) PRECLUDE INSISTENCE UPON
STRICT COMPLIANCE IN THE FUTURE.
SECTION 9.4
SEVERABILITY.
IF A COURT OF
COMPETENT JURISDICTION DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS
INVALID OR UNENFORCEABLE, THEN THE INVALIDITY OR UNENFORCEABILITY OF THAT
PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT, AND ALL OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT.
SECTION 9.5
COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE
AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME
AGREEMENT.
SECTION 9.6
WITHHOLDING OF TAXES.
THE
COMPANY MAY WITHHOLD FROM ANY BENEFITS PAYABLE UNDER THIS AGREEMENT ALL FEDERAL,
STATE, CITY OR OTHER TAXES AS MAY BE REQUIRED PURSUANT TO ANY LAW OR
GOVERNMENTAL REGULATION OR RULING.
SECTION 9.7
HEADINGS.
THE PARAGRAPH
HEADINGS HAVE BEEN INSERTED FOR PURPOSES OF CONVENIENCE AND SHALL NOT BE USED
FOR INTERPRETIVE PURPOSES.
SECTION 9.8
AFFILIATE.
AS USED IN THIS
AGREEMENT, "AFFILIATE" SHALL MEAN ANY PERSON OR ENTITY WHICH DIRECTLY OR
INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES OWNS OR CONTROLS, IS OWNED OR
CONTROLLED BY, OR IS UNDER COMMON OWNERSHIP OR CONTROL WITH, THE COMPANY.
SECTION 9.9
ASSIGNMENT.
THIS AGREEMENT,
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, ARE PERSONAL AND
NEITHER THIS AGREEMENT, NOR ANY RIGHT, BENEFIT OR OBLIGATION OF EITHER PARTY
HERETO, SHALL BE SUBJECT TO VOLUNTARY OR INVOLUNTARY ASSIGNMENT, ALIENATION OR
TRANSFER, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY EXCEPT THAT VESTED RIGHTS TO PAYMENT SHALL BE SUBJECT
TO DEVISE, AND SHALL DESCEND IN ACCORDANCE WITH APPLICABLE LAWS OF INHERITANCE.
SECTION 9.10
LEGAL FEES.
IF, PRIOR TO A CHANGE
OF CONTROL, EITHER PARTY INSTITUTES ANY LEGAL ACTION TO ENFORCE HIS OR ITS
RIGHTS UNDER, OR TO RECOVER DAMAGES FOR