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
11
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THE
AGREEMENT SHALL NOT BE AFFECTED THEREBY.
E.
ASSIGNMENT.
THIS AGREEMENT, AND ALL OF THE EXECUTIVE'S RIGHTS
AND DUTIES HEREUNDER, SHALL NOT BE ASSIGNABLE OR DELEGABLE BY THE EXECUTIVE. ANY
PURPORTED ASSIGNMENT OR DELEGATION BY THE EXECUTIVE IN VIOLATION OF THE
FOREGOING SHALL BE NULL AND VOID AB INITIO AND OF NO FORCE AND EFFECT. THIS
AGREEMENT MAY BE ASSIGNED BY THE COMPANY SOLELY TO A PERSON OR ENTITY WHICH IS
AN AFFILIATE OR A SUCCESSOR IN INTEREST TO SUBSTANTIALLY ALL OF THE BUSINESS
OPERATIONS OF THE COMPANY. UPON SUCH ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF
THE COMPANY HEREUNDER SHALL BECOME THE RIGHTS AND OBLIGATIONS OF SUCH AFFILIATE
OR SUCCESSOR PERSON OR ENTITY.
F.
SUCCESSORS; BINDING AGREEMENT.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE BINDING UPON THE PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRA­TORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES OF THE PARTIES.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR (WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO EXPRESSLY
ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY
AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS, WHICH ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
IF THE EXECUTIVE
SHOULD DIE WHILE ANY ACCRUED AMOUNT WOULD STILL BE PAYABLE TO HIM HEREUNDER HAD
HE CONTINUED TO LIVE, THE ACCRUED AMOUNTS, WITH THE EXCEPTION OF ANY LIFE,
DISABILITY OR HEALTH INSURANCE PREMIUMS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL
BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO HIS DEVISEE, LEGATEE
OR OTHER DESIGNEE, OR IF THERE IS NO SUCH DESIGNEE, TO HIS ESTATE.
G.
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 BY HAND OR OVERNIGHT COURIER OR
THREE DAYS AFTER IT HAS BEEN MAILED BY UNITED STATES REGISTERED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE RESPECTIVE ADDRESSES SET
FORTH BELOW IN THIS AGREEMENT, OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE
FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICE OF
CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT.
If to the Company:
Andover Medical, Inc.
510 Turnpike Street, Ste. 204
North