WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, ANY PROVISION OF LAW OR OTHERWISE.
EXCEPT AS REQUIRED BY APPLICABLE LAW, THE COMPANY SHALL NOT ADOPT ANY AMENDMENT
TO ITS BYLAWS OR CERTIFICATE OF INCORPORATION THE EFFECT OF WHICH WOULD BE TO
DENY, DIMINISH OR ENCUMBER EXECUTIVE'S RIGHT TO INDEMNIFICATION UNDER THIS
AGREEMENT.
(E)
AS SOON AS PRACTICABLE, BUT NO LATER THAN
20 DAYS AFTER EXECUTIVE (OR HER REPRESENTATIVES) IS INFORMED IN WRITING THAT A
TAXING AUTHORITY IS TAKING A POSITION THAT COULD ENTITLE EXECUTIVE TO A PAYMENT
UNDER THIS PARAGRAPH 12, EXECUTIVE WILL PROVIDE NOTICE TO THE COMPANY OF SUCH
POSITION IN A MANNER THAT WILL APPRISE THE COMPANY OF THE NATURE OF SUCH
POSITION.
EXECUTIVE SHALL ALLOW THE COMPANY TO PARTICIPATE IN ANY AUDIT OR
OTHER PROCEEDING RELATING TO SUCH POSITION, PROVIDE THE COMPANY ALL REASONABLE
INFORMATION REQUESTED BY THE COMPANY WITH RESPECT TO SUCH POSITION, ALLOW THE
COMPANY TO CONTEST SUCH POSITION, TAKE SUCH ACTION IN CONNECTION WITH CONTESTING
SUCH POSITION AS THE COMPANY SHALL REASONABLY REQUEST IN WRITING FROM TIME TO
TIME, INCLUDING WITHOUT LIMITATION, ACCEPTING LEGAL REPRESENTATION WITH RESPECT
TO SUCH CLAIM BY AN ATTORNEY REASONABLY SELECTED BY THE COMPANY, AND COOPERATE
WITH THE COMPANY IN GOOD FAITH IN ORDER TO EFFECTIVELY CONTEST SUCH CLAIM.
13.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY
APPLICABLE LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER JURISDICTION, BUT THIS AGREEMENT
SHALL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH
INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
14.
COMPLETE AGREEMENT.
THIS AGREEMENT EMBODIES
THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES AND PREEMPTS ANY PRIOR UNDERSTANDINGS,
AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, WHICH
MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
15.
NO STRICT CONSTRUCTION.
THE LANGUAGE USED
IN THIS AGREEMENT SHALL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES
HERETO TO EXPRESS THEIR MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL
BE APPLIED AGAINST ANY PARTY.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN SEPARATE COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND
ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
17.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS
INTENDED TO BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE,
THE COMPANY AND THEIR RESPECTIVE HEIRS, SUCCESSORS
9
AND ASSIGNS, EXCEPT THAT EXECUTIVE MAY NOT ASSIGN HER RIGHTS OR DELEGATE HER
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
18.
CHOICE OF LAW.
ALL ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH,