AS
A WAIVER OF THE RIGHTS OF ISG AND/OR EACH OF ITS AFFILIATES UNDER THIS AGREEMENT
OR FOR ANY WAY LIMIT OR DIMINISH THE OBLIGATIONS OF THE RESTRICTED PERSON
PROVIDED FOR IN THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT.
8.
FURTHER ASSURANCES.
FROM AND AFTER THE
DATE OF THIS AGREEMENT, UPON THE REQUEST OF EITHER THE RESTRICTED PERSON OR ISG
OF EACH OF ITS AFFILIATES, EACH OF THE PARTIES HERETO WILL DO, EXECUTE,
ACKNOWLEDGE AND DELIVER ALL SUCH FURTHER ACTS, ASSURANCES, DEEDS, ASSIGNMENTS,
TRANSFERS, CONVEYANCE AND OTHER INSTRUMENTS AND PAPERS AS MAY BE REASONABLY
REQUIRED OR APPROPRIATE TO CARRY OUT THE OBLIGATIONS CONTEMPLATED BY THIS
AGREEMENT.
9.
SEVERABILITY.
(A)
IF THE FINAL JUDGMENT OF A COURT OF
COMPETENT JURISDICTION DECLARES THAT ANY TERM OR PROVISION OF THIS AGREEMENT IS
INVALID OR UNENFORCEABLE, THE PARTIES HERETO AGREE THAT THE COURT MAKING THE
DETERMINATION OF INVALIDITY OR UNENFORCEABILITY WILL HAVE THE POWER TO REDUCE
THE SCOPE, DURATION, OR GEOGRAPHIC AREA OF THE TERM OR PROVISION, TO DELETE
SPECIFIC WORDS OR PHRASES, OR TO REPLACE ANY INVALID OR UNENFORCEABLE TERM OR
PROVISION WITH A TERM OR PROVISION THAT IS VALID AND ENFORCEABLE AND THAT COMES
CLOSEST TO EXPRESSING THE INTENTION OF THE INVALID OR UNENFORCEABLE TERM OR
PROVISION, AND THIS AGREEMENT WILL BE ENFORCEABLE AS SO MODIFIED.
(B)
THE PARTIES FURTHER AGREE THAT IF ANY PART
OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL OR INCAPABLE OF BEING ENFORCED IN WHOLE OR IN PART BY REASON OF ANY
RULE OF LAW OR PUBLIC POLICY, AND CANNOT BE MODIFIED IN ACCORDANCE WITH
SECTION 11(A), ABOVE, SUCH PART SHALL BE DEEMED TO BE SEVERED FROM THE REMAINDER
OF THIS AGREEMENT FOR THE PURPOSE ONLY OF THE PARTICULAR LEGAL PROCEEDINGS IN
QUESTION, AND ALL OTHER COVENANTS AND PROVISIONS OF THIS AGREEMENT SHALL IN
EVERY OTHER RESPECT CONTINUE IN FULL FORCE AND EFFECT, AND NO COVENANT OR
PROVISION SHALL BE DEEMED DEPENDENT UPON ANY OTHER COVENANT OR PROVISION.
10.
MISCELLANEOUS.
(A)
WAIVER.
FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY OF THE TERMS, COVENANTS OR CONDITIONS HEREOF SHALL NOT BE
DEEMED A WAIVER OF SUCH TERM, COVENANT OR CONDITION, NOR SHALL ANY WAIVER OR
RELINQUISHMENT OF ANY RIGHT OR POWER HEREUNDER AT ANY ONE OR MORE TIMES BE
DEEMED A WAIVER OR RELINQUISHMENT OF SUCH RIGHT OR POWER AT ANY OTHER TIME OR
TIMES.
(B)
ENTIRE AGREEMENT; MODIFICATIONS.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AND FINAL EXPRESSION OF THE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS, ORAL OR WRITTEN, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF (OTHER THAN ANY EXISTING AGREEMENT BETWEEN THE RESTRICTED
6
PERSON AND ISG OR ANY OF ITS SUBSIDIARIES CONCERNING AN AGREEMENT NOT TO COMPETE
WITH, NOT TO SOLICIT EMPLOYEES OF, AND/OR NOT TO DISCLOSURE THE CONFIDENTIAL
INFORMATION OF, ISG AND/OR ANY OF ITS SUBSIDIARIES, WITH SUCH AGREEMENT SHALL
CONTINUE TO BE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS).