OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THE COMPANY'S OBLIGATIONS HEREUNDER IN THE SAME
MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM THEM
IF NO SUCH SUCCESSION HAD TAKEN PLACE.
EMPLOYEE EXPRESSLY AGREES AND CONSENTS
TO EMPLOYER'S ASSIGNMENT OF THIS AGREEMENT.
15.
MISCELLANEOUS.
(A)
THIS AGREEMENT SUPERSEDES ALL PREVIOUS AGREEMENTS AND DISCUSSIONS
RELATING TO THE SAME OR SIMILAR SUBJECT MATTERS BETWEEN EMPLOYEE AND THE COMPANY
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
EACH OF THE
PARTIES HERETO AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE THE
RIGHTS OR OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT MAY BE COMMENCED
AND MAINTAINED IN ANY COURT OF COMPETENT JURISDICTION LOCATED IN HARRIS COUNTY,
TEXAS, AND THAT ANY TEXAS STATE COURT OR FEDERAL COURT SITTING IN HARRIS COUNTY,
TEXAS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY SUCH ACTION OR PROCEEDING
BROUGHT BY ANY OF THE PARTIES HERETO.
THE CAPTIONS OF THIS AGREEMENT ARE NOT
PART OF THE PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT. THIS AGREEMENT
MAY NOT BE AMENDED, MODIFIED, REPEALED, WAIVED, EXTENDED OR DISCHARGED EXCEPT BY
AN AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF SUCH
AMENDMENT, MODIFICATION, REPEAL, WAIVER, EXTENSION OR DISCHARGE IS SOUGHT. NO
PERSON, OTHER THAN PURSUANT TO A RESOLUTION OF THE BOARD OR A DULY AUTHORIZED
COMMITTEE THEREOF, SHALL HAVE AUTHORITY ON BEHALF OF THE COMPANY TO AGREE TO
AMEND, MODIFY, REPEAL, WAIVE, EXTEND OR DISCHARGE ANY PROVISION OF THIS
AGREEMENT OR ANYTHING IN REFERENCE THERETO.
13
(B)
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY OR BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
If to the Employee:
John R. Nieser
30 Martin's Way
Sugar Land, Texas 77479
Telephone: (281) 265-7448
If to the Company:
Cornell Companies, Inc.
1700 West Loop South, Suite 1500
Houston, Texas 77027
Attention: James E. Hyman, Chairman and CEO
Telephone: (713) 335-9266
Telecopy: (713) 623-2853
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT.
(D)
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER THIS
AGREEMENT SUCH FEDERAL, STATE OR LOCAL TAXES AS SHALL BE REQUIRED TO BE WITHHELD
PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(E)
THE EMPLOYEE'S OR THE COMPANY'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION HEREOF OR ANY OTHER PROVISION OF THIS AGREEMENT OR
THE FAILURE TO ASSERT ANY RIGHT THE EMPLOYEE OR THE COMPANY MAY HAVE HEREUNDER
SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR