MADE BY NOTICE GIVEN IN ACCORDANCE WITH SECTION 18 AND ALSO AGREE THAT
ANY ACTION INSTITUTED UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE CHANCERY
COURT OF THE STATE OF DELAWARE.
20.
VALIDITY. IF ANY PROVISION OF THIS AGREEMENT OR THE APPLICATION OF
ANY PROVISION HEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID,
UNENFORCEABLE OR OTHERWISE ILLEGAL, THE REMAINDER OF THIS AGREEMENT AND THE
APPLICATION OF SUCH PROVISION TO ANY OTHER PERSON OR CIRCUMSTANCE SHALL NOT BE
10
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal shall be reformed to the extent, and only to the extent, necessary to
make it enforceable, valid or legal. In the event that any court or other
adjudicative body shall decline to reform any provision of this Agreement held
to be invalid, unenforceable or otherwise illegal as contemplated by the
immediately preceding sentence, the parties thereto shall take all such action
as may be necessary or appropriate to replace the provision so held to be
invalid, unenforceable or otherwise illegal with one or more alternative
provisions that effectuate the purpose and intent of the original provisions of
this Agreement as fully as possible without being invalid, unenforceable or
otherwise illegal.
21.
MISCELLANEOUS. NO PROVISION OF THIS AGREEMENT MAY BE WAIVED,
MODIFIED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS AGREED
TO IN WRITING SIGNED BY INDEMNITEE AND THE COMPANY. NO WAIVER BY EITHER PARTY
HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OR COMPLIANCE WITH
ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT
THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME. NO AGREEMENTS OR REPRESENTATIONS,
ORAL OR OTHERWISE, EXPRESSED OR IMPLIED WITH RESPECT TO THE SUBJECT MATTER
HEREOF HAVE BEEN MADE BY EITHER PARTY THAT ARE NOT SET FORTH EXPRESSLY IN THIS
AGREEMENT.
22.
CERTAIN INTERPRETIVE MATTERS. UNLESS THE CONTEXT OF THIS AGREEMENT
OTHERWISE REQUIRES, (1) "IT" OR "ITS" OR WORDS OF ANY GENDER INCLUDE EACH OTHER
GENDER, (2) WORDS USING THE SINGULAR OR PLURAL NUMBER ALSO INCLUDE THE PLURAL OR
SINGULAR NUMBER, RESPECTIVELY, (3) THE TERMS "HEREOF," "HEREIN," "HEREBY" AND
DERIVATIVE OR SIMILAR WORDS REFER TO THIS ENTIRE AGREEMENT, (4) THE TERMS
"ARTICLE," "SECTION," "ANNEX" OR "EXHIBIT" REFER TO THE SPECIFIED ARTICLE,
SECTION, ANNEX OR EXHIBIT OF OR TO THIS AGREEMENT, (5) THE TERMS "INCLUDE,"
"INCLUDES" AND "INCLUDING" WILL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION" (WHETHER OR NOT SO EXPRESSED), AND (6) THE WORD "OR" IS DISJUNCTIVE
BUT NOT EXCLUSIVE, WHENEVER THIS AGREEMENT REFERS TO A NUMBER OF DAYS, SUCH
NUMBER WILL REFER TO CALENDAR DAYS UNLESS BUSINESS DAYS ARE SPECIFIED AND
WHENEVER ACTION MUST BE TAKEN (INCLUDING THE GIVING OF NOTICE OR THE DELIVERY OF
DOCUMENTS) UNDER THIS AGREEMENT DURING A CERTAIN PERIOD OF TIME OR BY A
PARTICULAR DATE THAT ENDS OR OCCURS ON A NON-BUSINESS DAY, THEN SUCH PERIOD OR
DATE WILL BE