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constitute waiver of any such obligation, right, or remedy or any other
obligation, rights, or remedies under this Agreement.
18.4 Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.
18.5 Further Action. The parties shall execute and deliver all documents,
provide all information, and take or refrain from taking action as may be
necessary or appropriate to achieve the purposes of this Agreement, including
the execution and delivery to the other parties and their Affiliates and
representatives of such powers of attorney or other authorizing documentation as
is reasonably necessary or appropriate in connection with Tax Contests (or
portions thereof) under the control of such other parties in accordance with
Section 9.
18.6 Integration. This Agreement and the other agreements, including the
Distribution Agreement, being entered into concurrently herewith, constitute the
entire agreement among the parties pertaining to the subject matter hereof and
thereof and supersedes all prior agreements and understandings pertaining
thereto.
18.7 Construction. The language in all parts of this Agreement shall in all
cases be construed according to its fair meaning and shall not be strictly
construed for or against any party.
18.8 No Double Recovery Subrogation. No provision of this Agreement shall
be construed to provide an indemnity or other recovery for any costs. damages.
or other amounts for which the damaged party has been fully compensated under
any other provision of this Agreement or under any other agreement or action at
law or equity. Unless expressly required in this Agreement. a party shall not be
required to exhaust all remedies available under other agreements or at law or
equity before recovering under the remedies provided in this Agreement. Subject
to any limitations provided in this Agreement (for example. the limitation on
filing claims for refund in Section 4.7), the indemnifying party shall be
subrogated to all rights of the indemnified party for recovery from any third
party.
18.9 Counterparts. This Agreement may be executed in two or more
counterparts. each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.
18.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State.
IN WITNESS WHEREOF. the parties have caused this Agreement to be executed
by their respective officers as of the date first written above.
Daisytek International Corporation
By:
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PFSweb, Inc.
By:
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