with a copy to:
Barry Abelson, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Either party may change the address to which such notices are to be addressed by
giving the other party notice in the manner indicated above.
16.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE
CAREFULLY REVIEWED THIS AGREEMENT WITH THE ASSISTANCE OF COUNSEL, THAT THEY HAVE
ENTERED INTO THIS AGREEMENT VOLUNTARILY AND KNOWINGLY AND WITHOUT RELIANCE ON
ANY PROMISES NOT EXPRESSLY CONTAINED HEREIN, THAT THEY HAVE BEEN AFFORDED AN
ADEQUATE TIME TO REVIEW CAREFULLY THE TERMS OF THIS AGREEMENT, AND THAT THIS
AGREEMENT SHALL NOT BE DEEMED VOID OR VOIDABLE BY CLAIMS OF DURESS, DECEPTION,
MISTAKE OF FACT OR OTHERWISE.
17.
THIS AGREEMENT SHALL BE GOVERNED BY AND ALL
QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, ENFORCEMENT AND PERFORMANCE
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.
THE
EXCLUSIVE CHOICE OF LAWS SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO
PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY FORUM OR THE TAKING OF
ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SUCH JUDGMENT IN ANY APPROPRIATE
JURISDICTION.
18.
COHEN AFFIRMS THAT HE HAS CAREFULLY READ THE
FOREGOING AGREEMENT, THAT HE FULLY UNDERSTANDS THE MEANING AND INTENT OF THIS
DOCUMENT AND THAT HE INTENDS TO BE BOUND BY THE PROMISES CONTAINED IN THIS
AGREEMENT FOR THE AFORESAID CONSIDERATION.
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IN WITNESS WHEREOF, Cohen and the authorized representative of the Company have
executed this Agreement on the dates indicated below:
By:
/s/ Ethan Cohen
Dated:
December 17, 2004
Ethan Cohen
MedQuist Inc.
Dated:
December 20, 2004
By:
/s/ Gregory M. Sebasky
Gregory M. Sebasky
President
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