OF THIS AGREEMENT OR (III) BREACHES OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE ASSET PURCHASE AGREEMENT.
5.
NO PENDING CLAIMS.
YOU REPRESENT AND WARRANT THAT NO
ACTION, SUIT OR PROCEEDING HAS BEEN COMMENCED AGAINST THE CACHE RELEASED PARTIES
BY THE KANTOR RELEASORS, OR ON BEHALF OF THE KANTOR RELEASORS, AND THAT YOU KNOW
OF NO CLAIM AGAINST THE CACHE RELEASED PARTIES AS OF THE DATE YOU EXECUTE THIS
AGREEMENT.
THE COMPANY REPRESENTS AND WARRANTS THAT NO ACTION, SUIT OR
PROCEEDING HAS BEEN COMMENCED AGAINST YOU BY THE CACHE RELEASORS OR ON BEHALF
4
OF THE CACHE RELEASORS, AND THAT THE COMPANY KNOWS OF NO CLAIM AGAINST YOU AS OF
DATE THE COMPANY EXECUTES THIS AGREEMENT.
6.
NON-ADMISSION; INADMISSIBILITY.
THIS AGREEMENT AND THE
PERFORMANCE OF THE ACTIONS REQUIRED BY THIS AGREEMENT SHALL NOT CONSTITUTE, OR
IN ANY MANNER BE CONSTRUED AS, AN ADMISSION BY YOU OR THE COMPANY THAT ANY
ACTION EITHER PARTY TOOK WITH RESPECT TO THE OTHER WAS WRONGFUL, UNLAWFUL OR IN
VIOLATION OF ANY LOCAL, STATE OR FEDERAL ACT, STATUTE, OR CONSTITUTION OR
SUSCEPTIBLE OF INFLICTING ANY DAMAGES OR INJURY ON THE OTHER.
THE PARTIES
EXPRESSLY DENY ANY SUCH WRONGDOING, VIOLATION, OR LIABILITY FOR ANY AND ALL
CLAIMS ASSERTED BY THE OTHER.
THIS AGREEMENT IS ENTERED INTO SOLELY TO RESOLVE
ALL MATTERS RELATED TO OR ARISING OUT OF YOUR EMPLOYMENT WITH THE COMPANY AND
THE CESSATION THEREOF.
NEITHER THIS AGREEMENT NOR THE FACT OF ITS EXECUTION MAY
BE USED AS EVIDENCE IN ANY ACTION OR PROCEEDING OF ANY NATURE BY ANYONE FOR ANY
PURPOSE EXCEPT TO ENFORCE ITS TERMS.
7.
ENTIRE AGREEMENT.
IT IS MUTUALLY UNDERSTOOD AND AGREED
THAT THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN YOU AND THE
COMPANY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUPERSEDE ANY AND
ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN YOU AND THE COMPANY ARISING OUT
OF OR RELATING TO YOUR EMPLOYMENT WITH THE COMPANY AND THE CESSATION THEREOF.
8.
CHOICE OF LAW; VENUE.
THE LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS AND
THE INTERPRETATION OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO.
FOR PURPOSES
OF ANY ACTIONS OR PROCEEDINGS RELATED TO THIS AGREEMENT OR YOUR EMPLOYMENT WITH
THE COMPANY THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS OF NEW YORK, NEW YORK COUNTY.
9.
CHANGES OR MODIFICATIONS.
THIS AGREEMENT MAY NOT BE
CHANGED OR MODIFIED EXCEPT BY WRITING SIGNED BY BOTH YOU AND AN AUTHORIZED
REPRESENTATIVE OF THE COMPANY.
THE FAILURE OF A PARTY TO INSIST UPON STRICT
ADHERENCE TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED
A WAIVER THEREOF OR DEPRIVE THAT PARTY OF THE RIGHT THEREAFTER TO INSIST UPON
STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
10.
EFFECTIVE DATE.
(A)
THIS AGREEMENT IS VALID ONLY IF SIGNED BY YOU AND RETURNED TO THE COMPANY
WITHIN TWENTY-TWO (22) DAYS OF THE DATE YOU RECEIVE THIS AGREEMENT.