DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.
18.
TAX CONSEQUENCES.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE TAX CONSEQUENCES OF THE PAYMENTS PROVIDED TO EMPLOYEE OR MADE ON
HIS BEHALF UNDER THE TERMS OF THIS AGREEMENT.
EMPLOYEE AGREES AND UNDERSTANDS
THAT HE IS RESPONSIBLE FOR PAYMENT, IF ANY, OF
5
LOCAL, STATE AND/OR FEDERAL TAXES ON THE PAYMENTS MADE HEREUNDER BY THE COMPANY
AND ANY PENALTIES OR ASSESSMENTS THEREON.
EMPLOYEE FURTHER AGREES TO INDEMNIFY
AND HOLD THE COMPANY HARMLESS FROM ANY CLAIMS, DEMANDS, DEFICIENCIES, PENALTIES,
INTEREST, ASSESSMENTS, EXECUTIONS, JUDGMENTS, OR RECOVERIES BY ANY GOVERNMENT
AGENCY AGAINST THE COMPANY FOR ANY AMOUNTS CLAIMED DUE ON ACCOUNT OF:
(A) EMPLOYEE'S FAILURE TO PAY OR THE COMPANY'S FAILURE TO WITHHOLD, OR
EMPLOYEE'S DELAYED PAYMENT OF, FEDERAL OR STATE TAXES; OR (B) DAMAGES SUSTAINED
BY THE COMPANY BY REASON OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS' FEES AND
COSTS.
19.
INDEMNIFICATION.
EACH OF THE PARTIES AGREES TO INDEMNIFY AND HOLD
HARMLESS THE OTHER FROM AND AGAINST ANY AND ALL LOSS, COSTS, DAMAGES OR
EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES OR EXPENSES INCURRED BY
THE OTHER ARISING OUT OF THE BREACH OF THIS AGREEMENT, OR FROM ANY FALSE
REPRESENTATION MADE HEREIN BY THAT PARTY, OR FROM ANY ACTION OR PROCEEDING WHICH
MAYBE COMMENCED, PROSECUTED OR THREATENED BY THAT PARTY OR FOR HIS/ITS BENEFIT,
UPON HIS/ITS INITIATIVE, DIRECT OR INDIRECT, CONTRARY TO THE PROVISIONS OF THIS
AGREEMENT.
THE PARTIES FURTHER AGREE THAT IN ANY SUCH ACTION OR PROCEEDING,
THIS AGREEMENT MAY BE PLED AS A COMPLETE DEFENSE, OR MAY BE ASSERTED BY WAY OF
COUNTERCLAIM OR CROSS-CLAIM.
20.
AUTHORITY.
THE COMPANY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
THE AUTHORITY TO ACT ON BEHALF OF THE COMPANY AND TO BIND THE COMPANY AND ALL
WHO MAY CLAIM THROUGH IT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EMPLOYEE REPRESENTS AND WARRANTS THAT HE HAS THE CAPACITY TO ACT ON HIS OWN
BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH HIM TO BIND THEM TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
EACH PARTY WARRANTS AND REPRESENTS THAT
THERE ARE NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS IN LAW OR EQUITY OR
OTHERWISE OF OR AGAINST ANY OF THE CLAIMS OR CAUSES OF ACTION RELEASED HEREIN.
21.
NO REPRESENTATIONS.
EMPLOYEE REPRESENTS THAT HE HAS HAD AN OPPORTUNITY TO
CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS THE SCOPE AND
EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS RELIED UPON ANY
REPRESENTATIONS OR STATEMENTS MADE BY THE OTHER PARTY HERETO THAT ARE NOT
SPECIFICALLY SET FORTH IN THIS AGREEMENT.
22.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR IS
DECLARED BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR TO BE ILLEGAL,
UNENFORCEABLE OR VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
WITHOUT SAID PROVISION.
THE PARTIES AGREE THAT TO THE EXTENT ANY UNENFORCEABLE
PROVISION CAN BE RE-DRAFTED TO BE MADE ENFORCEABLE, THEY WILL AGREE TO THE