OTHERWISE,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY
EITHER PARTY WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER OF THIS AGREEMENT
SHALL SURVIVE EXECUTIVE'S TERMINATION OF EMPLOYMENT AND THE TERMINATION OF THIS
AGREEMENT TO THE EXTENT NECESSARY FOR THE INTENDED PRESERVATION OF SUCH RIGHTS
AND OBLIGATIONS.
(D)
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAW PRINCIPLES.
(E)
EXCEPT AS PROVIDED IN PARAGRAPH 6(G) OF THIS AGREEMENT, ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE SETTLED BY BINDING ARBITRATION IN NIAGARA FALLS, NEW YORK IN ACCORDANCE WITH
THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD
RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NEW YORK.
THE PARTIES AGREE THAT THE ONLY REMEDIES
AVAILABLE TO
9
EXECUTIVE UNDER THIS AGREEMENT ARE THOSE THAT ARE SET FORTH IN PARAGRAPH 5 AND
THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY OTHER DAMAGES, INCLUDING,
WITHOUT LIMITATION, PUNITIVE AND/OR COMPENSATORY DAMAGES.
(F)
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES, DEMANDS AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED EITHER PERSONALLY OR BY
UNITED STATES CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED AS FOLLOWS:
If to Executive:
136 Division Street
West Creek, New Jersey
08092
Attn: John Pasqualoni
If to the Parent:
310 4th Street
P.O. Box 77
Niagara Falls, New York (Seneca Nation Territory) 14303
Attn: President and Chief Executive Officer of Seneca Gaming Corporation
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
(G)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR PROVISIONS
OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
(H)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH TOGETHER WILL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(I)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES, COVENANTS,
ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR
WRITTEN, BY ANY OFFICER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO IN
RESPECT OF SUCH SUBJECT MATTER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY PRIOR
AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED
HEREIN IS HEREBY TERMINATED AND CANCELLED.
(J)
ALL PAYMENTS HEREUNDER SHALL BE SUBJECT TO ANY REQUIRED
WITHHOLDING OF FEDERAL, STATE AND LOCAL TAXES PURSUANT TO ANY