18.4 If the Offer is not declared unconditional because a Regulatory Clearance is not obtained as a result of a breach of Clause 11.3.2, then the Offeror will reimburse the Company’s costs and expenses incurred in connection with the Transaction to a maximum of EUR 4 million in cash (without any deduction or set-off), and such maximum reimbursement shall be the Company's sole right of recourse and remedy for any such breach.
18.5 The Parties agree that the rights of, and the exercising of such rights by the Offeror under Clause 18.3 shall be without prejudice to, and not in lieu of any right of the Offeror, including to demand specific performance (nakoming vorderen) from the Company.
19. MISCELLANEOUS
19.1 Subject to Clause 18 (Termination), the Parties hereby waive their rights, if any, to in whole or in part annul, rescind or dissolve (in part or in whole) this Merger Protocol. The Parties waive their rights to request in whole or in part the annulment, rescission, dissolution or cancellation of this Merger Protocol, including (but not limited to) on the basis of sections 7:17 (conformiteit) and 6:228 (dwaling) of the DCC. Furthermore, the Parties waive their rights, if any, to seek the alteration of this Merger Protocol, in whole or in part, pursuant to section 6:230 of the DCC.
19.2 The Parties undertake to each other to execute and perform all such deeds, documents, assurances, acts and things and to exercise all powers and rights available to them, in whatever capacity, including the giving of all waivers and consents and the passing of all resolutions reasonably required, to ensure that the Parties and their representatives (if any) give effect to their obligations under the provisions of this Merger Protocol.
19.3 If part of this Merger Protocol is or becomes void, invalid, non-binding or in contravention of law or regulation by a competent court or authority, the Parties shall remain bound to the remaining part. The Parties shall replace the void, invalid, non- binding or contravening part by provisions which are valid, binding and compliant and the legal effect of which, given the contents and purpose of this Merger Protocol, is, to the greatest extent possible, similar to that of the invalid, non-binding or contravening part.