ABSOLUTE RIGHT TO APPLY TO ANY
COURT OF COMPETENT JURISDICTION FOR SUCH INJUNCTIVE OR OTHER EQUITABLE RELIEF AS
SUCH COURT MAY DEEM NECESSARY OR APPROPRIATE IN THE CIRCUMSTANCES.
ARTICLE 11
EXECUTIVE REPRESENTATIONS
SECTION 11.01.
EXECUTIVE REPRESENTATIONS.
THE EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT (A) 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 CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR
DECREE TO WHICH THE EXECUTIVE IS A PARTY OR BY WHICH HE IS BOUND, (B) THE
EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT, NONCOMPETITION
AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON AND (C) UPON THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, THIS AGREEMENT WILL BE
THE VALID AND BINDING OBLIGATION OF THE EXECUTIVE, ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS.
ARTICLE 12
MISCELLANEOUS
SECTION 12.01.
REMEDIES.
THE COMPANY WILL HAVE ALL RIGHTS AND REMEDIES SET
FORTH IN THIS AGREEMENT, ALL RIGHTS AND REMEDIES WHICH THE COMPANY HAVE BEEN
GRANTED AT ANY TIME UNDER ANY OTHER AGREEMENT OR CONTACT AND ALL OF THE RIGHTS
WHICH THE COMPANY HAVE UNDER ANY LAW.
THE COMPANY WILL BE ENTITLED TO ENFORCE
SUCH RIGHTS SPECIFICALLY, WITHOUT POSTING A BOND OR OTHER SECURITY, TO RECOVER
DAMAGES BY REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT
7
AND TO EXERCISE ALL OTHER RIGHTS GRANTED BY LAW.
THERE ARE CURRENTLY NO
DISCIPLINARY OR GRIEVANCE PROCEDURES IN PLACE, THERE IS NO COLLECTIVE AGREEMENT
IN PLACE, AND THERE IS NO PROBATIONARY PERIOD.
SECTION 12.02.
CONSENT TO AMENDMENTS.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED OR WAIVED ONLY BY A WRITTEN AGREEMENT EXECUTED AND DELIVERED BY THE
COMPANY AND THE EXECUTIVE.
NO OTHER COURSE OF DEALING BETWEEN THE PARTIES TO
THIS AGREEMENT OR ANY DELAY IN EXERCISING ANY RIGHTS HEREUNDER WILL OPERATE AS A
WAIVER OF ANY RIGHTS OF ANY SUCH PARTIES.
SECTION 12.03.
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND AGREEMENTS CONTAINED
IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES HERETO WILL BIND AND
INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES
HERETO WHETHER SO EXPRESSED OR NOT, PROVIDED THAT THE EXECUTIVE MAY NOT ASSIGN
HIS RIGHTS OR DELEGATE HIS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE WRITTEN
CONSENT OF THE COMPANY.
SECTION 12.04.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE PROHIBITED
BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION WILL BE INEFFECTIVE ONLY TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER
OF THIS AGREEMENT.
SECTION 12.05.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
TWO OR MORE COUNTERPARTS, ANY ONE OF WHICH NEED NOT CONTAIN THE SIGNATURES OF
MORE THAN ONE PARTY, BUT ALL OF WHICH COUNTERPARTS TAKEN TOGETHER WILL
CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 12.06.
DESCRIPTIVE HEADINGS.