APPLICABLE LAW OR REGULATION.
9.
ASSIGNMENT.
(a)
This Agreement is personal to the Executive and without the prior
written consent of the Corporation shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution.
This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b)
This Agreement shall inure to the benefit of and be binding upon
the Corporation and its successors and assigns.
Without limiting the generality
of the preceding sentence, the Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place.
As used in this Agreement, "Corporation" shall mean
the Corporation as hereinbefore defined and any successor or assignee, as
applicable, which assumes and agrees to perform this Agreement by operation of
law or otherwise.
10.
NUMBER AND GENDER.
WHERE THE CONTEXT
REQUIRES, THE SINGULAR SHALL INCLUDE THE PLURAL, THE PLURAL SHALL INCLUDE THE
SINGULAR, AND ANY GENDER SHALL INCLUDE ALL OTHER GENDERS.
11.
SECTION HEADINGS.
THE SECTION HEADINGS OF,
AND TITLES OF PARAGRAPHS AND SUBPARAGRAPHS CONTAINED IN, THIS AGREEMENT ARE FOR
THE PURPOSE OF CONVENIENCE ONLY, AND THEY NEITHER FORM A PART OF THIS AGREEMENT
NOR ARE THEY TO BE USED IN THE CONSTRUCTION OR INTERPRETATION THEREOF.
12.
GOVERNING LAW.
THIS AGREEMENT, AND ALL
QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT,
AS WELL AS THE LEGAL RELATIONS HEREBY CREATED BETWEEN THE PARTIES HERETO, SHALL
BE GOVERNED BY AND CONSTRUED UNDER, AND INTERPRETED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA, NOTWITHSTANDING ANY CALIFORNIA OR
OTHER CONFLICT OF LAW PROVISION TO THE CONTRARY.
(THE EXECUTIVE AND THE
CORPORATION ARE SOMETIMES REFERRED TO IN THIS AGREEMENT AS THE "PARTIES"
HERETO.)
13.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF IS HELD INVALID, THE INVALIDITY SHALL NOT
AFFECT OTHER PROVISIONS OR APPLICATIONS OF THIS AGREEMENT WHICH CAN BE GIVEN
EFFECT WITHOUT THE INVALID PROVISIONS OR APPLICATIONS AND TO THIS END THE
PROVISIONS OF THIS AGREEMENT ARE DECLARED TO BE SEVERABLE.
14.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE
ENTIRE AGREEMENT OF THE PARTIES HERETO RESPECTING THE MATTERS WITHIN ITS SCOPE.
THIS AGREEMENT SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS OF THE
PARTIES HERETO THAT DIRECTLY OR INDIRECTLY BEARS UPON THE SUBJECT MATTER HEREOF
(INCLUDING, WITHOUT LIMITATION, THE PRIOR EMPLOYMENT AGREEMENT).
ANY PRIOR
NEGOTIATIONS, CORRESPONDENCE, AGREEMENTS, PROPOSALS OR UNDERSTANDINGS RELATING
TO THE SUBJECT MATTER HEREOF SHALL BE DEEMED TO HAVE BEEN MERGED INTO THIS
AGREEMENT, AND TO THE EXTENT INCONSISTENT HEREWITH, SUCH NEGOTIATIONS,
19
CORRESPONDENCE, AGREEMENTS, PROPOSALS, OR UNDERSTANDINGS SHALL BE DEEMED TO BE
OF NO FORCE OR EFFECT.
THERE ARE NO REPRESENTATIONS, WARRANTIES, OR AGREEMENTS,
WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, WITH RESPECT TO THE