BE ENTITLED TO INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
HEREUNDER; PROVIDED THAT FAILURE TO PROVIDE SUCH NOTICE DOES NOT AFFECT
INDEMNITEE'S RIGHTS TO INDEMNIFICATION OR ADVANCEMENT OF EXPENSES HEREUNDER.
THE CORPORATION AGREES TO PROMPTLY NOTIFY INDEMNITEE IN WRITING, AS TO THE
PENDENCY OF ANY PROCEEDING OR CLAIM WHICH MAY INVOLVE A CLAIM AGAINST THE
INDEMNITEE FOR WHICH INDEMNITEE MAY BE ENTITLED TO INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES HEREUNDER.
SECTION 7.8
AMENDMENT.
THIS AGREEMENT MAY
NOT BE MODIFIED OR AMENDED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY OR ON
BEHALF OF EACH OF THE PARTIES HERETO.
12
SECTION 7.9
WAIVERS.
THE OBSERVATION OF
ANY TERM OF THIS AGREEMENT MAY BE WAIVED (EITHER GENERALLY OR IN A PARTICULAR
INSTANCE AND EITHER RETROACTIVELY OR PROSPECTIVELY) BY THE PARTY ENTITLED TO
ENFORCE SUCH TERM ONLY BY A WRITING SIGNED BY THE PARTY AGAINST WHICH SUCH
WAIVER IS TO BE ASSERTED.
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, NO DELAY
ON THE PART OF ANY PARTY HERETO IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY WAIVER ON THE PART OF
ANY PARTY HERETO OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OPERATE AS A WAIVER
OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE
HEREUNDER.
SECTION 7.10
ENTIRE AGREEMENT.
THIS AGREEMENT
AND THE DOCUMENTS EXPRESSLY REFERRED TO HEREIN CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY, AND ANY
OTHER PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN UNDERSTANDINGS OR AGREEMENTS
(INCLUDING ANY PRIOR INDEMNIFICATION AGREEMENTS WITH THE CORPORATION) WITH
RESPECT TO THE MATTERS COVERED HEREBY ARE EXPRESSLY SUPERSEDED BY THIS
AGREEMENT; PROVIDED, HOWEVER, THAT IF THE INDEMNITEE HAD PREVIOUSLY EXECUTED AN
INDEMNIFICATION AGREEMENT WITH THE CORPORATION WHICH IS TO BE SUPERCEDED BY THIS
AGREEMENT, THIS AGREEMENT SHALL EXPRESSLY COVER ALL EVENTS AND PERIODS PRIOR TO
THE EFFECTIVE DATE TO WHICH THE SUPERCEDED AGREEMENT APPLIED.
SECTION 7.11
SEVERABILITY.
IF ANY PROVISION OF
THIS AGREEMENT (INCLUDING ANY PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR
SENTENCE) OR THE APPLICATION OF SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCE,
SHALL BE JUDICIALLY DECLARED TO BE INVALID, UNENFORCEABLE OR VOID, SUCH DECISION
WILL NOT HAVE THE EFFECT OF INVALIDATING OR VOIDING THE REMAINDER OF THIS
AGREEMENT OR AFFECT THE APPLICATION OF SUCH PROVISION TO OTHER PERSONS OR
CIRCUMSTANCES, AND THE PARTIES HERETO AGREE THAT THE PART OR PARTS OF THIS
AGREEMENT SO HELD TO BE INVALID, UNENFORCEABLE OR VOID WILL BE DEEMED TO HAVE
BEEN STRICKEN HEREFROM AND THE REMAINDER OF THIS AGREEMENT WILL HAVE THE SAME
FORCE AND EFFECTIVENESS AS IF SUCH PART OR PARTS HAD NEVER BEEN INCLUDED HEREIN;
PROVIDED, HOWEVER, THAT THE PARTIES SHALL NEGOTIATE IN GOOD FAITH WITH RESPECT
TO AN EQUITABLE MODIFICATION OF THE PROVISION OR APPLICATION THEREOF DECLARED TO
BE INVALID, UNENFORCEABLE OR VOID.
ANY SUCH FINDING OF INVALIDITY OR
UNENFORCEABILITY SHALL NOT PREVENT