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
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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.
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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