Dell 2002 Annual Report Download - page 81

17. GOVERNING LAW -- The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware, without
giving effect to the principles of conflict of laws of such State. The
Company and Indemnitee each hereby irrevocably consent to the
jurisdiction of the Chancery Court of the State of Delaware for all
purposes in connection with any action or proceeding that arises out of
or relates to this Agreement and agree that any action instituted under
this Agreement shall be brought only in the Chancery Court of the State
of Delaware.
18. VALIDITY -- If any provision of this Agreement or the application of
any provision hereof to any person or circumstance is held invalid,
unenforceable or otherwise 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 thereto 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.
19. AMENDMENTS; WAIVERS -- No provision of this Agreement may be amended,
modified, waived or discharged unless such amendment, modification,
waiver 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.
20. COMPLETE AGREEMENT -- 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.
21. LEGAL FEES AND EXPENSES -- It is the intent of the Company that
Indemnitee not be required to incur legal fees or other Expenses
associated with the interpretation, 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, if it should appear to Indemnitee that the Company
has failed to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes or threatens
to take any action to declare this Agreement void or unenforceable or
institutes any litigation or other action or proceeding designed to
deny, or to recover from, Indemnitee the benefits provided or intended
to be provided to Indemnitee hereunder, the Company irrevocably
authorizes 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, enforcement or defense, including 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, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel, the Company irrevocably consents
to Indemnitee's
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