that notices of change of address shall
be effective only upon receipt.
(G)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR PROVISIONS
OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
(H)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH TOGETHER WILL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(I)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES, COVENANTS,
ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR
WRITTEN, BY ANY OFFICER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO IN
RESPECT OF SUCH SUBJECT MATTER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY PRIOR
AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED
HEREIN IS HEREBY TERMINATED AND CANCELLED.
8
(J)
ALL PAYMENTS HEREUNDER SHALL BE SUBJECT TO ANY REQUIRED
WITHHOLDING OF FEDERAL, STATE AND LOCAL TAXES PURSUANT TO ANY APPLICABLE LAW OR
REGULATION.
(K)
THE SECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY, AND THEY FORM NO PART OF THIS AGREEMENT AND SHALL NOT AFFECT ITS
INTERPRETATION.
8.
WAIVER OF SOVEREIGN IMMUNITY.
(A)
THE PARENT GRANTS A WAIVER OF ITS SOVEREIGN IMMUNITY FROM SUIT
EXCLUSIVELY TO EXECUTIVE (AND HIS ESTATE IN THE EVENT OF HIS DEATH) FOR THE
PURPOSE OF ENFORCING THIS AGREEMENT, OR PERMITTING OR COMPELLING ARBITRATION AND
OTHER REMEDIES AS PROVIDED HEREIN.
THIS WAIVER IS SOLELY FOR THE BENEFIT OF THE
AFORESAID PARTIES AND FOR NO OTHER PERSON OR ENTITY.
FOR THIS LIMITED PURPOSE,
THE PARENT CONSENTS TO BE SUED SOLELY WITH RESPECT TO THE ENFORCEMENT OF ANY
DECISION BY AN ARBITRATOR RELATING TO THIS AGREEMENT AS PROVIDED IN PARAGRAPH
7(E) OF THIS AGREEMENT IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN
DISTRICT OF NEW YORK.
(B)
THE PARENT HEREBY WAIVES ANY REQUIREMENT OF EXHAUSTION OF TRIBAL
REMEDIES, AND AGREES THAT IT WILL NOT PRESENT ANY AFFIRMATIVE DEFENSE IN ANY
DISPUTE BASED ON ANY ALLEGED FAILURE TO EXHAUST SUCH REMEDIES.
WITHOUT IN ANY
WAY LIMITING THE GENERALITY OF THE FOREGOING, THE PARENT EXPRESSLY AUTHORIZES
ANY GOVERNMENTAL AUTHORITIES WHO HAVE THE RIGHT AND DUTY UNDER APPLICABLE LAW TO
TAKE ANY ACTION AUTHORIZED OR ORDERED BY ANY COURT, TO TAKE SUCH ACTION,
INCLUDING, WITHOUT LIMITATION, REPOSSESSING ANY PROPERTY AND EQUIPMENT SUBJECT
TO A SECURITY INTEREST OR OTHERWISE GIVING EFFECT TO ANY JUDGMENT ENTERED;
PROVIDED, HOWEVER THAT THE PARENT DOES NOT HEREBY WAIVE THE DEFENSE OF SOVEREIGN
IMMUNITY WITH RESPECT TO ANY ACTION BY THIRD PARTIES.
(C)
THE PARENT'S WAIVER OF IMMUNITY FROM SUIT IS IRREVOCABLE AND
SPECIFICALLY LIMITED TO THE REMEDIES PROVIDED IN PARAGRAPH 5 OF THIS AGREEMENT
REGARDING LIQUIDATED DAMAGES.
ANY MONETARY AWARD RELATED TO ANY SUCH ACTION
SHALL BE SATISFIED SOLELY FROM THE NET INCOME OF THE PARENT.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS
WAIVER