THE ARBITRATION AWARD IS RENDERED OR THE DISPUTE IS OTHERWISE
RESOLVED; OR (III) TO CHALLENGE OR VACATE ANY FINAL JUDGMENT, AWARD OR DECISION
OF THE ARBITRATOR THAT DOES NOT COMPORT WITH THE EXPRESS PROVISIONS OF THIS
SECTION 13.
14.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT
IS DETERMINED BY A COURT TO REQUIRE THE COMPANY TO DO OR TO FAIL TO DO AN ACT
WHICH IS IN VIOLATION OF APPLICABLE LAW, SUCH PROVISION (INCLUDING ANY PROVISION
WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) SHALL BE LIMITED OR MODIFIED IN
ITS APPLICATION TO THE MINIMUM EXTENT NECESSARY TO AVOID A VIOLATION OF LAW,
AND, AS SO LIMITED OR MODIFIED, SUCH
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PROVISION AND THE BALANCE OF THIS AGREEMENT SHALL BE ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
16.
CONSENT TO JURISDICTION.
THE COMPANY AND INDEMNITEE EACH HEREBY
IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE STATES OF DELAWARE
AND CALIFORNIA FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING
WHICH ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREES THAT ANY ACTION
INSTITUTED UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE AND FEDERAL
COURTS OF THE STATES OF DELAWARE AND CALIFORNIA.
17.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED HEREUNDER SHALL BE SUFFICIENTLY GIVEN FOR ALL PURPOSES IF IN WRITING
AND PERSONALLY DELIVERED, TELEGRAPHED, TELEXED, SENT BY FACSIMILE TRANSMISSION
OR SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH POSTAGE
PREPAID ADDRESSED AS FOLLOWS, OR TO SUCH OTHER ADDRESS AS THE PARTIES SHALL HAVE
GIVEN NOTICE OF PURSUANT HERETO:
(I)
IF TO THE COMPANY TO:
THQ Inc.
27001 Agoura Road, Suite 325
Calabasas Hills, California 91301
Attention:
Chief Executive Officer
Telecopy: (818) 871-7400
(II)
IF TO INDEMNITEE, TO:
Attention:
Telecopy #:
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
19.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE (I) BINDING UPON
ALL SUCCESSORS AND ASSIGNS OF THE COMPANY, INCLUDING ANY DIRECT OR INDIRECT
SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, AND (II) BINDING
UPON AND INURE TO THE BENEFIT OF ANY SUCCESSORS AND ASSIGNS, HEIRS, AND PERSONAL
OR LEGAL REPRESENTATIVES OF INDEMNITEE.
20.
AMENDMENT; WAIVER.
NO AMENDMENT, MODIFICATION, TERMINATION OR
CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS MADE IN A WRITING
SIGNED BY EACH 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
PROVISION HEREOF (WHETHER OR NOT SIMILAR) NOR SHALL SUCH WAIVER CONSTITUTE A
CONTINUING WAIVER.
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21.
CONTRIBUTION.
IF THE INDEMNIFICATION OR REIMBURSEMENT PROVIDED
FOR