SIGNATURE PAGE OF THIS AGREEMENT OR AS SUBSEQUENTLY MODIFIED BY WRITTEN NOTICE.
15.
CONSENT TO JURISDICTION.
THE COMPANY AND
INDEMNITEE EACH HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF DELAWARE 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 COMMENCED, PROSECUTED AND
CONTINUED ONLY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR KENT
COUNTY, WHICH SHALL BE THE EXCLUSIVE AND ONLY PROPER FORUM FOR ADJUDICATING SUCH
A CLAIM.
16.
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE SEVERABLE IN THE EVENT THAT ANY OF THE PROVISIONS HEREOF
(INCLUDING ANY PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) ARE
HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR OTHERWISE
UNENFORCEABLE, AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE TO THE
FULLEST EXTENT PERMITTED BY LAW.
FURTHERMORE, TO THE FULLEST EXTENT POSSIBLE,
THE PROVISIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION EACH PORTION OF
THIS AGREEMENT CONTAINING ANY PROVISION HELD TO BE INVALID, VOID OR OTHERWISE
UNENFORCEABLE, THAT IS NOT ITSELF INVALID, VOID OR UNENFORCEABLE) SHALL BE
CONSTRUED SO AS TO GIVE EFFECT TO THE INTENT MANIFESTED BY THE PROVISION HELD
INVALID, ILLEGAL OR UNENFORCEABLE.
17.
CHOICE OF LAW.
THIS AGREEMENT, AND ALL
RIGHTS, REMEDIES, LIABILITIES, POWERS AND DUTIES OF THE PARTIES TO THIS
AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
18.
SUBROGATION.
IN THE EVENT OF PAYMENT UNDER
THIS AGREEMENT, THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO
ALL OF THE RIGHTS OF RECOVERY OF INDEMNITEE FROM ANY INSURANCE POLICY PURCHASE
BY THE COMPANY, WHO SHALL EXECUTE ALL DOCUMENTS REQUIRED AND SHALL DO ALL ACTS
THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND TO ENABLE THE COMPANY
EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
IN NO EVENT, HOWEVER, SHALL
THE COMPANY OR ANY
11
Initials: Interested Party
Accuray
OTHER PERSON HAVE ANY RIGHT OF RECOVERY, THROUGH SUBROGATION OR OTHERWISE,
AGAINST (I) INDEMNITEE OR (II) ANY INSURANCE POLICY PURCHASED OR MAINTAINED BY
INDEMNITEE.
19.
AMENDMENT AND TERMINATION.
NO AMENDMENT,
MODIFICATION, TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS IT IS IN WRITING SIGNED BY BOTH THE PARTIES HERETO.
NO WAIVER OF ANY OF
THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED TO BE OR SHALL CONSTITUTE A
WAIVER OF ANY OTHER PROVISIONS HEREOF (WHETHER OR NOT SIMILAR), NOR SHALL SUCH
WAIVER CONSTITUTE A CONTINUING WAIVER.
20.
INTEGRATION AND ENTIRE AGREEMENT.
THIS
AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO AND
SUPERSEDES AND MERGES ALL PREVIOUS WRITTEN AND ORAL NEGOTIATIONS, COMMITMENTS,
UNDERSTANDINGS AND AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF BETWEEN THE
PARTIES HERETO.
21.
No Construction as Employment Agreement.
Nothing contained in this Agreement shall be construed as giving Indemnitee any
right to employment by the Company or any of its