Dell 2002 Annual Report Download - page 82

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entering into an attorney-client relationship with such counsel, and in
that connection the Company and Indemnitee agree that a confidential
relationship shall exist between Indemnitee and such counsel. Without
respect to whether Indemnitee prevails, in whole or in part, in
connection with any of the foregoing, the Company will pay and be
solely financially responsible for any and all attorneys' and related
fees and expenses incurred by Indemnitee in connection with any of the
foregoing.
22. CERTAIN INTERPRETIVE MATTERS --
(a) No provision of this Agreement shall be interpreted in favor
of, or against, either of the parties hereto by reason of the
extent to which any such party or its counsel participated in
the drafting thereof or by reason of the extent to which any
such provision is inconsistent with any prior draft hereof or
thereof.
(b) It is the Company's intention and desire that the provisions
of this Agreement be construed liberally, subject to their
express terms, to maximize the protections to be provided to
Indemnitee hereunder.
(c) All references in this Agreement to Sections, paragraphs,
clauses and other subdivisions refer to the corresponding
Sections, paragraphs, clauses and other subdivisions of this
Agreement unless expressly provided otherwise. Titles
appearing at the beginning of any Sections, subsections or
other subdivisions of this Agreement are for convenience only,
do not constitute any part of such Sections, subsections or
other subdivisions and shall be disregarded in construing the
language contained in such subdivisions. The words "THIS
AGREEMENT," "HEREIN," "HEREBY," "HEREUNDER," and "HEREOF," and
words of similar import, refer to this Agreement as a whole
and not to any particular subdivision unless expressly so
limited. The word "OR" is not exclusive, and the word
"INCLUDING" (in its various forms) means "including without
limitation." Pronouns in masculine, feminine or neuter genders
shall be construed to state and include any other gender, and
words, terms and titles (including terms defined herein) in
the singular form shall be construed to include the plural and
vice versa, unless the context otherwise expressly requires.
23. COUNTERPARTS -- This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original but all of
which together shall constitute one and the same agreement.
In witness whereof, Indemnitee has executed, and the Company has caused its duly
authorized representative to execute, this Agreement as of the date first above
written.
DELL COMPUTER CORPORATION INDEMNITEE
Address: One Dell Way Address:
Round Rock, Texas 78682
Facsimile: 512-728-3773 Facsimile:
By:
------------------------------ -----------------------------
Thomas B. Green
Senior Vice President,
Law & Administration
13