Intel 2005 Annual Report Download - page 118

(e) Headings
. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
(g) Remedies . In the event of a breach by the Company or by any Holder of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law, including recovery of damages
(other than the recovery of damages for a breach by the Company of its obligations under Section 2 hereof for which Additional Interest has been
paid pursuant to Section 3 hereof), will be entitled to specific performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.
(h) No Inconsistent Agreements
. The Company represents, warrants and agrees that (i) it has not entered into, and shall not, on or after the date
of this Agreement, enter into any agreement with respect to securities that would impair the rights granted to the Holders in this Agreement, and
(ii) without limiting the generality of the foregoing, without the written consent of the Majority Holders, it shall not grant to any person the right
to request the Company to register any debt securities of the Company under the Securities Act unless the rights so granted do not impair the
rights of the Holders under this Agreement.
(i) No Underwritten Offerings . No underwritten offering shall be effected pursuant to this Agreement without the prior written consent of the
Company, which may be withheld in the Company’s sole discretion. Any underwritten offering agreed to by the Company shall be on terms and
conditions agreed to by the Company in connection with such offering.
(j) Severability . The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such
that may be hereafter declared invalid, illegal, void or unenforceable.
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