OF THIS AGREEMENT OR THE
APPLICATION OF ANY PROVISION HEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD
INVALID, UNENFORCEABLE OR OTHERWISE
13
ILLEGAL, THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION OF SUCH PROVISION
TO ANY OTHER PERSON OR CIRCUMSTANCE SHALL NOT BE 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 HERETO 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.
SECTION 1.22.
MISCELLANEOUS. NO PROVISION OF THIS AGREEMENT MAY BE
WAIVED, MODIFIED, AMENDED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION,
AMENDMENT 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.
SECTION 1.23.
LEGAL FEES AND EXPENSES. IT IS THE INTENT OF THE COMPANY
THAT INDEMNITEE NOT BE REQUIRED TO INCUR LEGAL FEES AND OR OTHER EXPENSES
ASSOCIATED WITH THE INTERPRETATION, EXERCISE, ENFORCEMENT OR DEFENSE OF
INDEMNITEE'S RIGHTS UNDER THIS AGREEMENT BY LITIGATION OR OTHERWISE BECAUSE THE
COST AND EXPENSE THEREOF WOULD SUBSTANTIALLY DETRACT FROM THE BENEFITS INTENDED
TO BE EXTENDED TO INDEMNITEE HEREUNDER. ACCORDINGLY, WITHOUT LIMITING THE
GENERALITY OR EFFECT OF ANY OTHER PROVISION HEREOF, THE COMPANY IRREVOCABLY
AUTHORIZES THE INDEMNITEE FROM TIME TO TIME TO RETAIN COUNSEL OF INDEMNITEE'S
CHOICE, AT THE EXPENSE OF THE COMPANY AS HEREAFTER PROVIDED, TO ADVISE AND
REPRESENT INDEMNITEE IN CONNECTION WITH ANY SUCH INTERPRETATION, EXERCISE,
ENFORCEMENT OR DEFENSE, INCLUDING WITHOUT LIMITATION THE INITIATION OR DEFENSE
OF ANY LITIGATION OR OTHER LEGAL ACTION, WHETHER BY OR AGAINST THE COMPANY OR
ANY DIRECTOR, OFFICER, STOCKHOLDER OR OTHER PERSON AFFILIATED WITH THE COMPANY.
NOTWITHSTANDING ANY EXISTING OR PRIOR ATTORNEY-CLIENT RELATIONSHIP BETWEEN THE
COMPANY AND SUCH COUNSEL, THE COMPANY IRREVOCABLY CONSENTS TO INDEMNITEE'S
ENTERING INTO AN ATTORNEY-CLIENT RELATIONSHIP WITH SUCH COUNSEL, AND IN THAT
CONNECTION THE COMPANY AND INDEMNITEE AGREE THAT A CONFIDENTIAL RELATIONSHIP
SHALL EXIST BETWEEN INDEMNITEE AND SUCH COUNSEL. WITHOUT RESPECT TO WHETHER
INDEMNITEE PREVAILS, IN WHOLE OR IN PART, IN CONNECTION WITH ANY OF THE
FOREGOING,