Dell 2010 Annual Report Download - page 141

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
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.