OF THIS AGREEMENT AND ANY OBLIGATIONS OF THE COMPANY TO MAKE
PAYMENTS TO EMPLOYEE THAT ACCRUED ON OR PRIOR TO THE DATE OF TERMINATION
(INCLUDING WITHOUT LIMITATION OBLIGATIONS TO MAKE PAYMENTS PURSUANT TO SECTION
2.7) SHALL SURVIVE TERMINATION OF EMPLOYEE'S EMPLOYMENT AND THE TERMINATION OF
THIS AGREEMENT.
6.5
NOTICES.
ALL NOTICES HEREUNDER SHALL BE IN WRITING AND SHALL BE
SUFFICIENTLY GIVEN IF HAND-DELIVERED, SENT BY DOCUMENTED OVERNIGHT DELIVERY
SERVICE OR REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUEST
OR BY FAX
(CONFIRMED BY U.S. MAIL), RECEIPT ACKNOWLEDGED, ADDRESSED AS SET
FORTH BELOW OR TO SUCH OTHER PERSON AND/OR AT SUCH OTHER ADDRESS AS MAY BE
FURNISHED IN WRITING BY ANY PARTY HERETO TO THE OTHER.
ANY SUCH NOTICE SHALL BE
DEEMED TO HAVE BEEN GIVEN AS OF THE DATE RECEIVED, IN THE CASE OF PERSONAL
DELIVERY, OR ON THE DATE SHOWN ON THE RECEIPT OF CONFIRMATION THEREFOR, IN ALL
OTHER CASES.
(A)
IF TO COMPANY:
Orleans Homebuilders Inc.
One Greenwood Square
3333 Street Road
Suite 101
Bensalem, PA
19020
Tel:
(215) 245-7500
Fax: (215) 633-2351
Attn:
Benjamin D. Goldman, Vice Chairman
(B)
IF TO EMPLOYEE:
At Employee's current home address as reflected in the Company's records.
6.6
ENTIRE AGREEMENT AND MODIFICATION.
THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE MATTERS
CONTEMPLATED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS WITH
RESPECT THERETO.
NO AMENDMENT, MODIFICATION, OR WAIVER OF THIS AGREEMENT SHALL
BE EFFECTIVE UNLESS IN WRITING.
NEITHER THE FAILURE NOR ANY DELAY ON THE PART
OF ANY PARTY TO EXERCISE ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, REMEDY, POWER OR PRIVILEGE PRECLUDE ANY OTHER OF FURTHER EXERCISE OF THE
SAME OR ANY OTHER RIGHT, REMEDY, POWER, OR PRIVILEGE WITH RESPECT TO ANY
OCCURRENCE OR BE CONSTRUED AS A WAIVER OF ANY RIGHT, REMEDY, POWER, OR PRIVILEGE
WITH RESPECT TO ANY OTHER OCCURRENCE.
6.7
GOVERNING LAW.
THE PARTIES AGREE THAT THIS AGREEMENT IS MADE
PURSUANT TO, AND SHALL BE CONSTRUED AN ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
6.8
ASSIGNMENT AND SUCCESSION.
THE COMPANY MAY ASSIGN THIS AGREEMENT
IN CONNECTION WITH ANY SALE OR MERGER (WHETHER A SALE OR MERGER OF STOCK OR
ASSETS OR OTHERWISE) OF THE COMPANY OR THE BUSINESS OF THE COMPANY.
EMPLOYEE
EXPRESSLY CONSENTS TO THE ASSIGNMENT OF THE AGREEMENT TO ANY NEW OWNER OF THE
COMPANY'S BUSINESS OR PURCHASER OF THE COMPANY.
EMPLOYEE'S RIGHTS AND
OBLIGATIONS HEREUNDER ARE PERSONAL AND MAY NOT BE ASSIGNED BY EMPLOYEE. THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EMPLOYEE'S HEIRS,
BENEFICIARIES AND/OR LEGAL REPRESENTATIVES.
6.9
HEADINGS; COUNTERPARTS.
THE HEADINGS OF PARAGRAPHS IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT ITS INTERPRETATION.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL
BE DEEMED TO BE AN ORIGINAL AND ALL