SECTION 8 HEREOF.
(G)
MODIFICATION AND WAIVER.
NO SUPPLEMENT, MODIFICATION OR AMENDMENT
OF THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN WRITING BY BOTH OF THE
PARTIES HERETO.
NO WAIVER OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE
DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISIONS HEREOF (WHETHER OR
NOT SIMILAR) NOR SHALL SUCH WAIVER CONSTITUTE A CONTINUING WAIVER.
(H)
NOTICE.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN (I) IF
DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY ADDRESSEE OR (II) IF MAILED BY
CERTIFIED OR REGISTERED MAIL, WITH POSTAGE PREPAID, ON THE THIRD BUSINESS DAY
AFTER THE MAILING DATE.
ADDRESSES FOR NOTICE TO EITHER PARTY ARE AS SHOWN
OPPOSITE SUCH PARTY'S SIGNATURE TO THIS AGREEMENT OR AS SUBSEQUENTLY MODIFIED BY
WRITTEN NOTICE.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY
AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS AS APPLIED TO
CONTRACTS BETWEEN TEXAS RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY
WITHIN TEXAS.
(J)
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE EACH HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS FOR
ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH ARISES OUT OF OR
RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION INSTITUTED UNDER THIS
AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF THE STATE OF TEXAS.
(K)
ENTIRE AGREEMENT.
SUBJECT TO SECTION 11(A) HEREOF, THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
MATTERS COVERED HEREIN.
THIS SECTION 11(K) SHALL NOT BE CONSTRUED TO LIMIT ANY
OTHER RIGHTS INDEMNITEE MAY HAVE UNDER THE COMPANY'S ARTICLES OF INCORPORATION,
THE COMPANY'S BYLAWS, APPLICABLE LAW OR OTHERWISE.
(L)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AN ORIGINAL.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
11
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto
have entered into this Indemnity Agreement effective as of the date first above
written.
ADDRESSES:
THE COMPANY:
555 IH 35 South
RUSH ENTERPRISES, INC.
New Braunfels, Texas 78130
By:
Name:
Title:
INDEMNITEE:
[Name]