Common use of Miscellaneous Clause in Contracts

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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. References to Sections are to references to Sections of this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waiver, modification modification, or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar other provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged discharged, unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto hereto, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 will 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. References to Sections are to references to Sections of this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either any party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive 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 which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified ------------- waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waivermodification, modification waiver or discharge is agreed to in writing signed by Indemnitee the Executive and the CompanyPrimex. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 hereto that are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Consultant and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, 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.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either any party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waiver, modification modification, or discharge is agreed to in writing writing, signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 Either party hereof has made no agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that matter, which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive, the Trust and the CompanyEmployer. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision provisions 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the CompanyCorporation. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either any party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee and each of the Companyparties hereto. No waiver by either any party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party parties 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 express or implied implied, with respect to the subject matter hereof have been made by either any party that are is not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived ------------- or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the CompanyCompanies. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Executive Officer and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged discharged, unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto hereto, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee you and such officer as may be specifically designated by the CompanyBoard. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waivermodification, modification waiver or discharge is agreed to in writing signed by Indemnitee Executive 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 any of the parties that are not set forth expressly in this AgreementAgreement and every one of them (if, in fact, there have been any) is hereby terminated without liability or any other legal effect whatsoever.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 hereto that are is not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived------------- modified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive, the Corporation and the Company. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either any party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiverwavier, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the CompanyCompany after authorization of the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified modified, or discharged unless such waiver, modification 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 hereto that are is not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive, the Corporation and the CompanyEmployer. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either any party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 will 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.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive 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 which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Protected Officer and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 time or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without giving effect to any principles of conflicts of law.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 time or at any prior or subsequent time. No agreements agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision provisions 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Executive and the CompanyMetavante Technologies. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waiver, modification modification, or discharge is agreed to in writing writing, signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with 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 Either party hereof has made no agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that matter, which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall will 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this AgreementAgreement (or in any employment or other written agreement relating to the Executive).

Miscellaneous. No provision of this Agreement may be waivedmodified, modified ------------- waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive, the Corporation and the Company. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either any party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Executive and the CompanyHEC. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified modified, amended or discharged unless such waiver, modification 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.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waiver, modification modification, or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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. This Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

Miscellaneous. No provision provisions of this Agreement may be modified, waived, modified or discharged unless such modification, waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Employee and an officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto hereto, or compliance with any condition or provision of this Agreement to be performed by such other party party, shall be deemed a waiver of similar or dissimilar other provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Indemnitee Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with 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 express or implied implied, with respect to the subject matter hereof hereof, have been made by either party that are which is not set forth expressly in this Agreement.

Miscellaneous. No provision of this Letter Agreement may be modified, waived, modified or discharged unless such waiver, modification modification, or discharge is agreed to in writing signed by Indemnitee you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Letter 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Letter Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Consultant and the Company. No waiver by either any party hereto at any time of any breach by the any other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either any party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 is not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waived, modified waived or discharged unless such waiver, modification the waiver or discharge is agreed to in writing signed by Indemnitee Executive and the CompanyBancorp. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with any condition or provision of this Agreement to be performed by such the 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 implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Indemnitee the Executive and a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and on behalf of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar the same or dissimilar any other provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement. 14.

Miscellaneous. No provision provisions of this Agreement or the Plan may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company, except as provided in Section 8(a) of the Plan. No waiver by either any party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waivermodification, modification waiver or discharge is agreed to in writing signed by Indemnitee the Executive and the CompanyOlin. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the CompanyBank. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified amended or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Indemnitee the Executive 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 will 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, written or expressed or implied implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged discharged, unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto hereto, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are which is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the CompanyCorporation. 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 will 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. References to Paragraphs are to Paragraphs of this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification modification, or discharge is agreed to in writing and signed by Indemnitee Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof hereof, have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Director and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 will 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 hereto that are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of or similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreementparty.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee Executive and such officer as may be specifically designated by the CompanyBoard. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, unless specifically referred to herein, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waived, modified waived or discharged unless such waiver, modification waiver or discharge is agreed to in writing signed by Indemnitee Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with any condition or provision of this Agreement to be performed by such the 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 implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged discharged, unless such a waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto hereto, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedamended, modified modified, waived or discharged unless such waiveramendment, modification modification, waiver or discharge is agreed to in a writing signed by Indemnitee you and the CompanyCorporation. No waiver by either party hereto at any time of any breach by the other party hereto or of 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.which

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Officer and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement. 16.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waiver, modification modification, or discharge is agreed to in writing a written instrument signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Employee 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 which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with of an obligation to comply 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 express or implied implied, with respect to the subject matter hereof have been made by either any party that are which is not expressly set forth expressly fourth in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 hereto, or compliance with any condition or provision of this Agreement to be performed by such other party 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.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee Officer and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representationsrepresentation, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have has been made by either party that are is not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee Executive and a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 time or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 will 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 which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waivermodification, modification waiver or discharge is agreed to in a writing signed by Indemnitee you and the Companychair of the Board. No waiver by either any party hereto to this Agreement at any time of any breach by the other another party hereto to this Agreement of, or of compliance with with, any condition or provision of this Agreement to be performed by such other party shall will 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 express or implied implied, with respect to the subject matter hereof to this Agreement have been made by either any party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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. References to Sections are to references to Sections of this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or ------------- discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee the Executive and the Company's CEO. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with noncompliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar other provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee and each of the Companyparties hereto. No waiver by either any party hereto at any time of any breach by the other party hereto of, or compliance with with, any condition or provision of this Agreement to be performed by such other party parties 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 express or implied implied, with respect to the subject matter hereof have been made by either any party that are not set forth expressly in this Agreement.

Miscellaneous. No provision provisions of this Agreement may be waivedmodified, modified waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Indemnitee you and such officer as may be authorized by the CompanyBoard. No waiver by either party hereto at any time of any breach by the other party hereto of 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 provision or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this the Agreement.. This

Miscellaneous. No provision of this Agreement may be modified, waived, modified amended or discharged unless such waiver, modification modification, amendment or discharge is agreed to in writing and signed by Indemnitee the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with 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 agreement or representations, oral or otherwise, expressed express or implied implied, with respect to the subject matter hereof have been made by either party that which are not expressly set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be modified, waived, modified or discharged unless such waivermodification, modification or waiver or, discharge is agreed to in a writing signed by Indemnitee the Executive 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 express or implied implied, with respect to the subject matter hereof have been made by either party that which are not set forth expressly in this Agreement.

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification 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 express or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.