REMEDIES ENUMERATED HEREIN, IS HEREAFTER CONSTRUED TO BE INVALID OR
UNENFORCEABLE, THE SAME SHALL NOT AFFECT THE REMAINDER OF THE COVENANT OR
COVENANTS, OR RIGHTS OR REMEDIES, WHICH SHALL BE GIVEN FULL EFFECT WITHOUT
REGARD TO THE INVALID PORTIONS.
11.
MISCELLANEOUS.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS
CONFLICTS OF LAW DOCTRINE.
(B)
ENTIRE AGREEMENT/AMENDMENTS.
THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE EMPLOYMENT OF THE EXECUTIVE BY
THE COMPANY.
THERE ARE NO RESTRICTIONS, AGREEMENTS, PROMISES, WARRANTIES,
COVENANTS OR UNDERTAKINGS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREIN OTHER THAN THOSE
7
EXPRESSLY SET FORTH HEREIN.
THIS AGREEMENT MAY NOT BE ALTERED, MODIFIED, OR
AMENDED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO.
(C)
NO WAIVER.
THE FAILURE OF A PARTY TO INSIST UPON STRICT ADHERENCE
TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED A WAIVER
OF SUCH PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT THEREAFTER TO INSIST
UPON STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
(D)
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS
OF THIS AGREEMENT SHALL BE OR BECOME INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS
OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
(E)
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY THE
EXECUTIVE.
THIS AGREEMENT MAY BE ASSIGNED BY THE COMPANY TO A COMPANY WHICH IS
A SUCCESSOR IN INTEREST TO SUBSTANTIALLY ALL OF THE BUSINESS OPERATIONS OF THE
COMPANY OR TO THE FINANCIAL INSTITUTION(S) PROVIDING THE COMPANY'S SENIOR CREDIT
FACILITY.
SUCH ASSIGNMENT SHALL BECOME EFFECTIVE WHEN THE COMPANY NOTIFIES THE
EXECUTIVE OF SUCH ASSIGNMENT OR AT SUCH LATER DATE AS MAY BE SPECIFIED IN SUCH
NOTICE.
UPON SUCH ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF THE COMPANY
HEREUNDER SHALL BECOME THE RIGHTS AND OBLIGATIONS OF SUCH SUCCESSOR COMPANY,
PROVIDED THAT ANY ASSIGNEE EXPRESSLY ASSUMES THE OBLIGATIONS, RIGHTS AND
PRIVILEGES OF THIS AGREEMENT.
(F)
NO MITIGATION.
THE EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE
THE AMOUNT OF ANY PAYMENT PROVIDED FOR PURSUANT TO THIS AGREEMENT BY SEEKING
OTHER EMPLOYMENT AND, TO THE EXTENT THAT THE EXECUTIVE OBTAINS OR UNDERTAKES
OTHER EMPLOYMENT, THE PAYMENT WILL NOT BE REDUCED BY THE EARNINGS OF THE
EXECUTIVE FROM THE OTHER EMPLOYMENT.
(G)
SUCCESSORS; BINDING AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTES, DEVISES AND LEGATEES.
(H)
NOTICE.
FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR MAILED BY UNITED STATES
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED, IN THE
CASE OF THE EXECUTIVE, TO THE EXECUTIVE'S ADDRESS ON FILE WITH THE COMPANY; ALL
NOTICES TO THE COMPANY SHALL BE DIRECTED