said provisions or
other States' laws of similar effect now or in the future with respect to the
releases contained herein.
8.
EXECUTIVE REPRESENTATIONS. EXECUTIVE
WARRANTS AND REPRESENTS THAT (A) HE HAS NOT FILED OR AUTHORIZED THE FILING OF
ANY COMPLAINTS, CHARGES OR LAWSUITS AGAINST THE COMPANY WITH ANY GOVERNMENTAL
AGENCY OR COURT, AND THAT IF, UNBEKNOWNST TO EXECUTIVE, SUCH A COMPLAINT, CHARGE
OR LAWSUIT HAS BEEN FILED ON HIS BEHALF, HE WILL IMMEDIATELY CAUSE IT TO BE
WITHDRAWN AND DISMISSED, (B) HE HAS REPORTED ALL HOURS WORKED AS OF THE DATE OF
THIS AGREEMENT AND HAS BEEN PAID ALL COMPENSATION, WAGES, BONUSES, COMMISSIONS,
AND/OR BENEFITS TO WHICH HE MAY BE ENTITLED AND NO OTHER COMPENSATION, WAGES,
BONUSES, COMMISSIONS AND/OR BENEFITS ARE DUE TO HIM, EXCEPT AS PROVIDED IN THIS
AGREEMENT, (C) HE HAS NO KNOWN WORKPLACE INJURIES OR OCCUPATIONAL DISEASES AND
HAS BEEN PROVIDED AND/OR HAS NOT BEEN DENIED ANY LEAVE REQUESTED UNDER THE
FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT OR THE OREGON
FAMILY LEAVE ACT, (D) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
BY THE EXECUTIVE DOES NOT AND WILL NOT CONFLICT WITH, BREACH, VIOLATE OR CAUSE A
DEFAULT UNDER ANY AGREEMENT, CONTRACT OR INSTRUMENT TO WHICH THE EXECUTIVE IS A
PARTY OR ANY JUDGMENT, ORDER OR DECREE TO WHICH THE EXECUTIVE IS SUBJECT, AND
(E) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY AND THE
EXECUTIVE, THIS AGREEMENT WILL BE A VALID AND BINDING OBLIGATION OF THE
EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
9.
NO ASSIGNMENT. EXECUTIVE WARRANTS AND
REPRESENTS THAT NO PORTION OF ANY OF THE RELEASED MATTERS, AND NO PORTION OF ANY
RECOVERY OR SETTLEMENT TO WHICH EXECUTIVE MIGHT BE ENTITLED, HAS BEEN ASSIGNED
OR TRANSFERRED TO ANY OTHER PERSON, FIRM OR CORPORATION NOT A PARTY TO THIS
AGREEMENT, IN ANY MANNER, INCLUDING BY WAY OF SUBROGATION OR OPERATION OF LAW OR
OTHERWISE. IF ANY CLAIM, ACTION, DEMAND OR SUIT SHOULD BE MADE OR INSTITUTED
AGAINST THE COMPANY BECAUSE OF ANY SUCH PURPORTED ASSIGNMENT, SUBROGATION OR
TRANSFER, EXECUTIVE AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AGAINST
SUCH CLAIM, ACTION, SUIT OR DEMAND, INCLUDING NECESSARY EXPENSES OF
INVESTIGATION, ATTORNEYS' FEES AND COSTS.
10.
Company Representations. The Company
warrants and represents that the execution, delivery and performance of this
Agreement by the Company has been duly authorized and that this Agreement
constitutes the valid and binding obligation of the Company, enforceable in
accordance with its terms.
11.
MISCELLANEOUS. THIS AGREEMENT IS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF.
EXECUTIVE ACKNOWLEDGES THAT THERE ARE NO OTHER AGREEMENTS, WRITTEN, ORAL OR
IMPLIED, AND THAT HE MAY NOT RELY ON ANY PRIOR NEGOTIATIONS, DISCUSSIONS,
REPRESENTATIONS OR AGREEMENTS. THIS AGREEMENT MAY BE MODIFIED ONLY IN WRITING,
AND SUCH WRITING MUST BE SIGNED BY BOTH PARTIES AND RECITED THAT IT IS INTENDED
TO MODIFY THIS AGREEMENT. THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF