EXECUTIVE UNITS HEREUNDER.
(F)
CHOICE OF LAW.
ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS
HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF
LAW PROVISIONS (WHETHER OF THE STATE OF DELAWARE, OR ANY OTHER JURISDICTIONS)
THAT WOULD CAUSE THE APPLICATIONS OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE.
(G)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT WILL BE ENTITLED
TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND
COSTS (INCLUDING ATTORNEY'S FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS
AGREEMENT AND TO EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES
HERETO AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES
7
MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT
AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION APPLY TO ANY COURT OF LAW OR
EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING ANY BOND OR DEPOSIT) FOR
SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR
PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
(H)
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE PARTNERSHIP AND
EXECUTIVE.
(I)
NO WAIVER.
A WAIVER BY ANY PARTY HERETO OF ANY RIGHT OR REMEDY
HEREUNDER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO ANY RIGHT OR
REMEDY WHICH THE PARTNERSHIP WOULD OTHERWISE HAVE ON ANY FUTURE OCCASION.
NO
FAILURE TO EXERCISE NOR ANY DELAY IN EXERCISING ON THE PART OF ANY PARTY HERETO,
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE
RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND MAY BE EXERCISED SINGLY
OR CONCURRENTLY, AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY
LAW.
(J)
OFFSET.
WHENEVER THE PARTNERSHIP OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES IS TO PAY ANY SUM TO EXECUTIVE OR ANY AFFILIATE OR RELATED PERSON
THEREOF, ANY AMOUNTS THAT SUCH EXECUTIVE OR SUCH AFFILIATE OR RELATED PERSON
OWES TO THE PARTNERSHIP OR ANY OF ITS SUBSIDIARIES OR AFFILIATES MAY BE DEDUCTED
FROM THAT SUM BEFORE PAYMENT.
WHENEVER EXECUTIVE OR ANY AFFILIATE OR RELATED
PERSON THEREOF IS TO PAY ANY SUM TO THE PARTNERSHIP OR ANY OF ITS SUBSIDIARIES
OR AFFILIATES, ANY AMOUNTS THAT THE PARTNERSHIP OR SUCH SUBSIDIARY OR AFFILIATE
OWES TO THE EXECUTIVE OR ANY OF ITS AFFILIATES OR RELATED PERSON MAY BE DEDUCTED
FROM THAT SUM BEFORE PAYMENT.
(K)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR HOLIDAY IN THE
STATE IN WHICH THE PARTNERSHIP'S CHIEF EXECUTIVE OFFICE IS LOCATED, THE TIME
PERIOD SHALL BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY IMMEDIATELY FOLLOWING
SUCH SATURDAY, SUNDAY OR HOLIDAY.