ONE JURISDICTION
IT SHALL, AS TO THAT JURISDICTION ONLY, BE INEFFECTIVE TO THE EXTENT OF SUCH
HOLDING WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT, AND ANY
SUCH HOLDING DOES NOT INVALIDATE OR RENDER UNENFORCEABLE THAT PROVISION IN ANY
OTHER JURISDICTION WHEREIN IT WOULD BE VALID AND ENFORCEABLE.
18.
AUTHORIZATION.
THE PARTIES EXECUTING THIS
AGREEMENT AS REPRESENTATIVES WARRANT THAT THEY HAVE THE POWER AND AUTHORITY TO
EXECUTE THIS AGREEMENT ON BEHALF OF THE ENTITY THAT THEY REPRESENT AND THAT
THEIR SIGNATURES BIND SAID ENTITIES TO THE TERMS OF THIS AGREEMENT.
19.
SECTION HEADINGS.
THE SECTION HEADINGS USED
IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT
THE CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION OF
THIS AGREEMENT.
ALL REFERENCES TO SECTIONS AND SCHEDULES ARE TO SECTIONS AND
SCHEDULES IN OR TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
20.
NO WAIVER; CUMULATIVE REMEDIES.
THE PARTIES
SHALL NOT BY ANY ACT, DELAY, INDULGENCE, OMISSION, OR OTHERWISE BE DEEMED TO
HAVE WAIVED ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR OF ANY BREACH OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
A WAIVER BY THE PARTIES OF ANY RIGHT OR
REMEDY UNDER THIS AGREEMENT ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR
TO ANY RIGHT OR REMEDY THAT THE PARTIES WOULD OTHERWISE HAVE HAD ON A SUBSEQUENT
OCCASION.
NO FAILURE TO EXERCISE NOR ANY DELAY IN EXERCISING ON THE PART OF
EITHER PARTY OF ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AGREEMENT, SHALL
OPERATE AS A WAIVER, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT,
POWER OR PRIVILEGE UNDER THIS AGREEMENT PRECLUDE ANY OTHER OR FUTURE EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND
REMEDIES UNDER THIS AGREEMENT ARE CUMULATIVE, MAY BE EXERCISED SINGLY OR
CONCURRENTLY, AND ARE NOT EXCLUSIVE OF ANY RIGHTS AND REMEDIES PROVIDED BY ANY
OTHER AGREEMENTS OR APPLICABLE LAW.
21.
WAIVERS AND AMENDMENTS; SUCCESSORS AND
ASSIGNS.
NO TERM OR PROVISION OF THIS AGREEMENT MAY BE WAIVED, ALTERED,
MODIFIED, OR AMENDED EXCEPT BY A WRITTEN INSTRUMENT, DULY EXECUTED BY HAYNES AND
TIMET.
THIS AGREEMENT AND ALL OF HAYNES' OBLIGATIONS ARE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF HAYNES, AND TOGETHER WITH THE RIGHTS AND REMEDIES OF
TIMET UNDER THIS AGREEMENT, INURE TO THE BENEFIT OF TIMET AND ITS SUCCESSORS AND
ASSIGNS.
HAYNES MAY NOT ASSIGN OR TRANSFER ANY RIGHT OR OBLIGATION UNDER THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF TIMET.
NOTWITHSTANDING THE
FOREGOING, HAYNES SHALL BE PERMITTED TO ASSIGN THIS AGREEMENT TO ITS SUCCESSOR
IN CONNECTION WITH A CHANGE IN CONTROL PROVIDED THAT SUCH SUCCESSOR ASSUMES ALL
OF HAYNES' OBLIGATIONS UNDER THIS AGREEMENT AND EACH OF THE OTHER TRANSACTION
DOCUMENTS.
22.
GOVERNING LAW AND FORUM.
EXCEPT WITH
RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND
SECURITY INTERESTS CREATED HEREBY, WHICH SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF INDIANA, THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED