WORK FOR DURING WHILE THE RESTRICTED COVENANTS REMAIN APPLICABLE.
8.3.6.
EXTENSION OF RESTRICTED PERIOD.
IF EXECUTIVE BREACHES SECTION 8.1,
THE RESTRICTIONS CONTAINED IN THAT SECTION WILL BE EXTENDED FOR A PERIOD EQUAL
TO THE PERIOD THAT EXECUTIVE WAS IN BREACH.
8.3.7.
APPLICATION FOLLOWING TERMINATION.
THE RESTRICTIVE COVENANTS WILL
CONTINUE TO APPLY FOLLOWING ANY CESSATION OF EXECUTIVE'S EMPLOYMENT WITHOUT
REGARD TO THE REASON FOR THAT CESSATION AND WITHOUT REGARD TO WHETHER THAT
CESSATION WAS INITIATED BY EXECUTIVE OR THE COMPANY.
9.
MISCELLANEOUS.
9.1.
NO LIABILITY OF OFFICERS AND DIRECTORS FOR SEVERANCE UPON
INSOLVENCY.
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT AND INTENDING
TO BE BOUND BY THIS PROVISION, EXECUTIVE HEREBY (A) WAIVES ANY RIGHT TO CLAIM
PAYMENT OF AMOUNTS OWED TO HIM, NOW OR IN THE FUTURE, PURSUANT TO THIS AGREEMENT
FROM DIRECTORS OR OFFICERS OF THE COMPANY IF THE COMPANY BECOMES INSOLVENT, AND
(B) FULLY AND FOREVER RELEASES AND DISCHARGES THE COMPANY'S OFFICERS AND
DIRECTORS FROM ANY AND ALL CLAIMS, DEMANDS, LIENS, ACTIONS, SUITS, CAUSES OF
ACTION OR JUDGMENTS ARISING OUT OF ANY PRESENT OR FUTURE CLAIM FOR SUCH AMOUNTS.
9.2.
OTHER AGREEMENTS.
EXECUTIVE REPRESENTS AND WARRANTS TO THE
COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER
TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HIS EXECUTION OF THIS
AGREEMENT, THAT WOULD BE INCONSISTENT OR IN CONFLICT WITH THIS AGREEMENT OR
EXECUTIVE'S OBLIGATIONS HEREUNDER, OR THAT WOULD OTHERWISE PREVENT, LIMIT OR
IMPAIR THE PERFORMANCE BY EXECUTIVE OF HIS DUTIES UNDER THIS AGREEMENT.
9.3.
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN THIS AGREEMENT TO
ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS BY MEANS OF
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, TRANSFER OF ASSETS, SALE OF
STOCK OR OTHERWISE.
THE DUTIES OF EXECUTIVE HEREUNDER ARE PERSONAL TO EXECUTIVE
AND MAY NOT BE ASSIGNED BY HIM.
9.4.
GOVERNING LAW AND ENFORCEMENT.
THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE INSTITUTED IN A STATE OR
FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA, AND EXECUTIVE AND THE COMPANY
HEREBY CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF SUCH COURT(S) AND
HEREBY WAIVE ANY OBJECTION(S) THAT THEY MAY HAVE TO PERSONAL JURISDICTION, THE
LAYING OF VENUE OF ANY SUCH PROCEEDING AND ANY CLAIM OR DEFENSE OF INCONVENIENT
FORUM.
9.5.
WAIVERS.
THE WAIVER BY EITHER PARTY OF ANY RIGHT HEREUNDER OR OF
ANY BREACH BY THE OTHER PARTY WILL NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT
HEREUNDER OR OF ANY
OTHER BREACH BY THE OTHER PARTY.
NO WAIVER WILL BE DEEMED TO HAVE OCCURRED
UNLESS SET FORTH IN A WRITING.
NO WAIVER WILL CONSTITUTE A CONTINUING WAIVER
UNLESS SPECIFICALLY STATED, AND ANY WAIVER WILL OPERATE ONLY AS TO THE SPECIFIC
TERM OR CONDITION WAIVED.
9.6.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE