OF COMPETENT JURISDICTION DETERMINES
THAT ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, THEN THE
INVALIDITY OR UNENFORCEABILITY OF THAT
15
PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT, AND ALL OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT.
8.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
8.9
WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS.
THE COMPANY
MAY WITHHOLD FROM ANY BENEFITS AND PAYMENTS MADE PURSUANT TO THIS AGREEMENT ALL
FEDERAL, STATE, CITY AND OTHER TAXES AS MAY BE REQUIRED PURSUANT TO ANY LAW OR
GOVERNMENTAL REGULATION OR RULING AND ALL OTHER NORMAL EMPLOYEE DEDUCTIONS MADE
WITH RESPECT TO THE COMPANY'S U.S.-BASED EMPLOYEES GENERALLY.
8.10
HEADINGS.
THE SECTION HEADINGS HAVE BEEN INSERTED FOR PURPOSES OF
CONVENIENCE AND SHALL NOT BE USED FOR INTERPRETIVE PURPOSES.
8.11
GENDER AND PLURALS.
WHEREVER THE CONTEXT SO REQUIRES, THE
MASCULINE GENDER INCLUDES THE FEMININE OR NEUTER, AND THE SINGULAR NUMBER
INCLUDES THE PLURAL AND CONVERSELY.
8.12
AFFILIATE AND REFERENCES TO CGG AND THE PARENT COMPANY.
AS USED IN
THIS AGREEMENT, THE TERM "AFFILIATE" SHALL MEAN ANY ENTITY WHICH OWNS OR
CONTROLS, IS OWNED OR CONTROLLED BY, OR IS UNDER COMMON OWNERSHIP OR CONTROL
WITH, THE COMPANY.
FOR SAKE OF CLARITY, THE TERM "AFFILIATE" SHALL INCLUDE, BUT
SHALL NOT BE LIMITED TO, ANY AFFILIATE OF THE COMPANY, ANY AFFILIATE OF ANY
SUCCESSOR TO THE COMPANY FOLLOWING THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT, AND ANY AFFILIATE OF CGG.
FROM AND AFTER
THE CLOSING UNDER THE MERGER AGREEMENT, EXCEPT WITH RESPECT TO REFERENCES IN THE
WHEREAS CLAUSES OF THIS AGREEMENT, THE TERMS "CGG" AND "PARENT COMPANY" SHALL
MEAN CGG-VERITAS, A SOCIÉTÉ ANONYME ORGANIZED UNDER THE LAWS OF THE REPUBLIC OF
FRANCE.
8.13
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE COMPANY AND ANY SUCCESSOR OF THE COMPANY (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE), AND THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S LEGAL
REPRESENTATIVES.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS
HEREINBEFORE DEFINED AND ANY SUCCESSOR BY OPERATION OF LAW OR OTHERWISE AND ANY
SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT.
EXCEPT AS PROVIDED IN THE PRECEDING PROVISIONS OF THIS
SECTION, THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER, ARE PERSONAL AND NEITHER THIS AGREEMENT, NOR ANY RIGHT, BENEFIT, OR
OBLIGATION OF EITHER