THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
APPLICATION OF THE PRINCIPLES OF CONFLICTS OF LAWS.
20.
INVALIDITY.
IN CASE ANY ONE OR MORE OF THE PROVISIONS CONTAINED
IN THIS AGREEMENT SHALL, FOR ANY REASON, BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT THE VALIDITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND SUCH
PROVISION(S) SHALL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO MAKE IT
ENFORCEABLE.
21.
SPECIFIC ENFORCEMENT; EXTENSION OF PERIOD.
21.1.
EMPLOYEE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN SECTIONS 7
AND 8 HEREOF ARE REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF
THE COMPANY AND ITS AFFILIATES AND THAT THE COMPANY WOULD NOT HAVE ENTERED INTO
THIS AGREEMENT IN THE ABSENCE OF SUCH RESTRICTIONS.
EMPLOYEE ALSO ACKNOWLEDGES
THAT ANY BREACH BY HIM OF SECTIONS 7 OR 8 HEREOF WILL CAUSE CONTINUING AND
IRREPARABLE INJURY TO THE COMPANY FOR WHICH MONETARY DAMAGES WOULD NOT BE AN
ADEQUATE REMEDY.
EMPLOYEE SHALL NOT, IN ANY ACTION OR PROCEEDING TO ENFORCE ANY
OF THE PROVISIONS OF THIS AGREEMENT, ASSERT THE CLAIM OR DEFENSE THAT AN
ADEQUATE REMEDY AT LAW EXISTS.
IN THE EVENT OF SUCH BREACH BY EMPLOYEE, THE
COMPANY SHALL HAVE THE RIGHT TO ENFORCE THE PROVISIONS OF SECTIONS 7 AND 8 OF
THIS AGREEMENT BY SEEKING INJUNCTIVE OR OTHER RELIEF IN ANY COURT, AND THIS
AGREEMENT SHALL NOT IN ANY WAY LIMIT REMEDIES OF LAW OR IN EQUITY OTHERWISE
AVAILABLE TO THE COMPANY.
IF AN ACTION AT LAW OR IN EQUITY IS NECESSARY TO
ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER, IN ADDITION TO ANY OTHER RELIEF, REASONABLE ATTORNEYS'
FEES, COSTS AND DISBURSEMENTS.
IN THE EVENT THAT THE PROVISIONS OF SECTIONS 7
OR 8 HEREOF SHOULD EVER BE ADJUDICATED TO EXCEED THE TIME, GEOGRAPHIC, OR OTHER
LIMITATIONS PERMITTED BY APPLICABLE LAW IN ANY APPLICABLE JURISDICTION, THEN
SUCH PROVISIONS SHALL BE DEEMED REFORMED IN SUCH JURISDICTION TO THE MAXIMUM
TIME, GEOGRAPHIC, OR OTHER LIMITATIONS PERMITTED BY APPLICABLE LAW.
21.2.
IN THE EVENT THAT EMPLOYEE SHALL BE IN BREACH OF ANY OF THE
RESTRICTIONS CONTAINED IN SECTION 8 HEREOF, THEN THE RESTRICTED PERIOD SHALL BE
EXTENDED FOR A PERIOD OF TIME EQUAL TO THE PERIOD OF TIME THAT EMPLOYEE IS IN
BREACH OF SUCH RESTRICTION.
15
21.3.
THE PARTIES AGREE THAT THE VENUE FOR ANY ACTION BROUGHT UNDER THIS
SECTION 21 WILL BE IN THE FEDERAL OR STATE COURTS SITUATED IN THE EASTERN
DISTRICT OF PENNSYLVANIA AND THAT THEY WILL BE SUBJECT TO THE PERSONAL
JURISDICTION OF SUCH COURTS.
22.
MEDIATION.
22.1.
OTHER THAN A MATTER COVERED BY SECTION 21, ABOVE, THE PARTIES AGREE
THAT THEY WILL MAKE A GOOD FAITH ATTEMPT TO RESOLVE ANY DISPUTE ARISING
HEREUNDER BY SUBMITTING THE MATTER TO MEDIATION IN PHILADELPHIA, PENNSYLVANIA
BEFORE RESORTING TO ANY OTHER PROCEEDING OR FORUM.
THE PARTIES WILL SUBMIT THE
MATTER TO MEDIATION WITHIN 5 BUSINESS DAYS OF THE DETERMINATION THAT THERE IS A
DISPUTE AND