(21)
calendar days, and Employee understands that he should and the
Company hereby advises him to, consult with legal counsel regarding the releases
contained herein and to consider whether to accept the Company's offer and sign
the Agreement.
6
11.
Nonassignment.
Employee represents and warrants that he has not
assigned or transferred any portion of any claim or rights he has or may have to
any other person, firm, corporation or any other entity, and that no other
person, firm, corporation, or other entity has any lien or interest in any such
claim.
12.
Miscellaneous Provisions.
(A)
INTEGRATION.
THIS AGREEMENT AND DOCUMENTS AND EXHIBITS REFERENCED
AND ATTACHED TO THIS AGREEMENT, CONSTITUTE A SINGLE, INTEGRATED WRITTEN CONTRACT
EXPRESSING THE ENTIRE AGREEMENT OF THE PARTIES CONCERNING THE SUBJECT MATTER
REFERRED TO IN THIS AGREEMENT.
NO COVENANTS, AGREEMENTS, REPRESENTATIONS, OR
WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED IN LAW OR FACT,
HAVE BEEN MADE BY ANY PARTY TO THIS AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH
IN THIS AGREEMENT.
ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, NEGOTIATIONS, AND
AGREEMENTS HAVE BEEN AND ARE MERGED AND INTEGRATED INTO, AND ARE SUPERSEDED BY,
THIS AGREEMENT.
(B)
MODIFICATIONS.
NO MODIFICATION, AMENDMENT, OR WAIVER OF ANY OF THE
PROVISIONS CONTAINED IN THIS AGREEMENT SHALL BE BINDING UPON ANY PARTY TO THIS
AGREEMENT UNLESS MADE IN WRITING AND SIGNED BY BOTH PARTIES, NOR SHALL BE
ASSERTED BY ANY PARTY BASED UPON ANY ACT OR PERFORMANCE UNLESS EVIDENCED BY A
SPECIFIC WRITING ACKNOWLEDGING THE SAME BY THE PARTY TO BE CHARGED.
(C)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW AND TO CARRY OUT EACH PROVISION HEREIN TO THE GREATEST EXTENT
POSSIBLE, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE VOID, VOIDABLE,
INVALID, ILLEGAL OR FOR ANY OTHER REASON UNENFORCEABLE, THE VALIDITY, LEGALITY
AND ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT WILL NOT BE
AFFECTED OR IMPAIRED THEREBY, AND WILL BE INTERPRETED SO AS TO EFFECT, AS
CLOSELY AS POSSIBLE, THE INTENT OF THE PARTIES HERETO.
(D)
NON-RELIANCE ON OTHER PARTIES.
EXCEPT FOR STATEMENTS EXPRESSLY SET
FORTH IN THIS AGREEMENT, NEITHER OF THE PARTIES HAS MADE ANY STATEMENT OR
REPRESENTATION TO ANY OTHER PARTY REGARDING A FACT RELIED ON BY THE OTHER PARTY
IN ENTERING INTO THIS AGREEMENT, AND NO PARTY HAS RELIED ON ANY STATEMENT,
REPRESENTATION, OR PROMISE OF ANY OTHER PARTY, OR OF ANY REPRESENTATIVE OR
ATTORNEY FOR ANY OTHER PARTY, IN EXECUTING THIS AGREEMENT OR IN MAKING THE
SETTLEMENT PROVIDED FOR IN THIS AGREEMENT.
(E)
NEGOTIATED AGREEMENT.
THE TERMS OF THIS AGREEMENT ARE CONTRACTUAL,
NOT A MERE RECITAL, AND ARE THE RESULT OF NEGOTIATIONS BETWEEN THE PARTIES.
ACCORDINGLY, NO PARTY SHALL BE DEEMED TO BE THE DRAFTER OF THIS AGREEMENT.
(F)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND SHALL BE BINDING UPON THE HEIRS, SUCCESSORS, AND ASSIGNS OF THE PARTIES
HERETO AND EACH OF THEM.
IN THE CASE OF THE COMPANY,