SUBJECT MATTER HEREOF, AND SUPERSEDES ANY AND ALL PRIOR UNDERSTANDINGS OR
AGREEMENTS, WHETHER WRITTEN OR ORAL. NO MODIFICATION OR ADDITION HERETO OR
WAIVER OR CANCELLATION OF ANY PROVISION HEREOF SHALL BE VALID EXCEPT BY A
WRITING SIGNED BY THE PARTY TO BE CHARGED THEREWITH.
NO DELAY ON THE PART OF
ANY PARTY TO THIS AGREEMENT IN EXERCISING ANY RIGHT OR PRIVILEGE PROVIDED
HEREUNDER OR BY LAW SHALL IMPAIR, PREJUDICE OR CONSTITUTE A WAIVER OF SUCH RIGHT
OR PRIVILEGE.
6.6
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
JERSEY, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
6.7
SUCCESSORS AND ASSIGNS; BINDING AGREEMENT.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS.
THIS AGREEMENT IS A PERSONAL
CONTRACT, AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE RIGHTS AND INTERESTS
OF THE EXECUTIVE HEREIN MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHERS.
AS
USED HEREIN, THE TERM "SUCCESSOR" AS IT RELATES TO THE COMPANY, SHALL INCLUDE,
BUT NOT BE LIMITED TO, ANY SUCCESSOR BY WAY OF MERGER, CONSOLIDATION OR SALE OF
ALL OR SUBSTANTIALLY ALL OF SUCH PERSON'S ASSETS OR EQUITY INTERESTS.
6.8
REPRESENTATION BY COUNSEL; INDEPENDENT
JUDGMENT.
EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT (A) IT OR THE EXECUTIVE
HAS READ THIS AGREEMENT IN ITS ENTIRETY AND UNDERSTANDS ALL OF ITS TERMS AND
CONDITIONS, (B) IT OR THE EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH ANY
INDIVIDUALS OF ITS OR THE EXECUTIVE'S CHOICE REGARDING ITS OR THE EXECUTIVE'S
AGREEMENT TO THE PROVISIONS CONTAINED HEREIN, INCLUDING LEGAL COUNSEL OF ITS OR
THE EXECUTIVE'S CHOICE, AND ANY DECISION NOT TO WAS THE EXECUTIVE'S OR ITS ALONE
AND (C) IT OR THE EXECUTIVE IS ENTERING INTO THIS AGREEMENT OF ITS OR THE
EXECUTIVE'S OWN FREE WILL, WITHOUT COERCION FROM ANY SOURCE, BASED UPON ITS OR
THE EXECUTIVE'S OWN INDEPENDENT JUDGMENT.
6.9
INTERPRETATION.
THE PARTIES AND THEIR
RESPECTIVE LEGAL COUNSEL ACTIVELY PARTICIPATED IN THE NEGOTIATION AND DRAFTING
OF THIS AGREEMENT, AND IN THE EVENT OF ANY AMBIGUITY OR MISTAKE HEREIN, OR ANY
DISPUTE AMONG THE PARTIES WITH RESPECT TO THE PROVISIONS
20
HERETO, NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED UNFAVORABLY AGAINST
ANY OF THE PARTIES ON THE GROUND THAT THE EXECUTIVE, IT, OR THE EXECUTIVE'S OR
ITS COUNSEL WAS THE DRAFTER THEREOF.
6.10
SURVIVAL.
THE PROVISIONS OF SECTIONS 4.3(E), 5 AND
6 HEREOF SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6.11
NOTICES.
ALL NOTICES AND COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED PROPERLY GIVEN AND EFFECTIVE WHEN
RECEIVED, IF SENT BY FACSIMILE OR TELECOPY, OR BY POSTAGE PREPAID BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY OTHER DELIVERY SERVICE WHICH
PROVIDES EVIDENCE OF DELIVERY, AS FOLLOWS:
If to the Company, to:
Linens 'n Things, Inc.
6 Brighton Road
Clifton,