IN ANY SUCH ARBITRATION SUIT, ACTION OR
PROCEEDING TO BE LOCATED IN MIAMI-DADE COUNTY, FLORIDA, AND WAIVE ANY AND ALL
OTHER FORUMS AND OBJECTIONS TO SUCH JURISDICTION OR VENUE THAT THEY MAY HAVE
UNDER THE LAWS OF ANY STATE OR COUNTRY, INCLUDING, WITHOUT LIMITATION, ANY
ARGUMENT THAT JURISDICTION, SITUS AND/OR VENUE ARE INCONVENIENT OR OTHERWISE
IMPROPER.
13.
MISCELLANEOUS
(A)
SURVIVAL. THE PROVISIONS OF SECTIONS 4(G),
(I) AND (M), 5, 7, 8, 9, 10, 11, 13, 14 AND 15 SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
(B)
ENTIRE AGREEMENT: COUNTERPARTS. THIS
AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES REGARDING THE
SUBJECT MATTER HEREOF AND MERGES AND SUPERSEDES ANY PRIOR OR CONTEMPORANEOUS
AGREEMENTS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF. THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL. DELIVERY OF EXECUTED SIGNATURE PAGES HEREOF BY FACSIMILE
TRANSMISSION SHALL CONSTITUTE EFFECTIVE AND BINDING EXECUTION AND DELIVERY
HEREOF.
(C)
MODIFICATION. THIS AGREEMENT MAY NOT BE
MODIFIED OR TERMINATED ORALLY, AND NO MODIFICATION, TERMINATION OR ATTEMPTED
WAIVER OF ANY OF THE PROVISIONS HEREOF SHALL BE BINDING UNLESS IN WRITING AND
SIGNED BY THE PARTIES HERETO; PROVIDED, HOWEVER, THAT EXECUTIVE'S COMPENSATION
MAY BE INCREASED AT ANY TIME BY THE COMPANY WITHOUT IN ANY WAY AFFECTING ANY OF
THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH IN ALL OTHER RESPECTS
SHALL REMAIN IN FULL FORCE AND EFFECT
9
(D)
WAIVER. FAILURE OF A PARTY TO ENFORCE ONE OR
MORE OF THE PROVISIONS OF THIS AGREEMENT OR TO REQUIRE AT ANY TIME PERFORMANCE
OF ANY OF THE OBLIGATIONS HEREOF SHALL NOT BE CONSTRUED TO BE A WAIVER OF SUCH
PROVISIONS BY SUCH PARTY NOR TO IN ANY WAY AFFECT THE VALIDITY OF THIS AGREEMENT
OR SUCH PARTY'S RIGHT THEREAFTER TO ENFORCE ANY PROVISION OF THIS AGREEMENT, NOR
TO PRECLUDE SUCH PARTY FROM TAKING ANY OTHER ACTION AT ANY TIME WHICH IT WOULD
LEGALLY BE ENTITLED TO TAKE. ALL WAIVERS TO BE EFFECTIVE MUST BE SIGNED BY THE
WAIVING PARTY.
(E)
SUCCESSORS AND ASSIGNS.
NEITHER PARTY
SHALL HAVE THE RIGHT TO ASSIGN THIS PERSONAL AGREEMENT, OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER, WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY. SUBJECT
TO THE FOREGOING, THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING
UPON, THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, HEIRS,
EXECUTORS, BENEFICIARIES, ESTATES, PERSONAL REPRESENTATIVES, LEGATEES,
SUCCESSORS AND PERMITTED ASSIGNS.
(F)
ADDITIONAL ACTS. THE EXECUTIVE AND THE
COMPANY EACH AGREES TO EXECUTE, ACKNOWLEDGE AND DELIVER AND FILE, OR CAUSE TO BE
EXECUTED, ACKNOWLEDGED AND DELIVERED AND FILED, ANY AND ALL FURTHER INSTRUMENTS,
AGREEMENTS OR DOCUMENTS AS MAY BE REASONABLY NECESSARY OR EXPEDIENT IN ORDER TO
CONSUMMATE THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT AND TO DO ANY AND ALL
FURTHER ACTS AND THINGS AS MAY BE REASONABLY NECESSARY OR EXPEDIENT IN ORDER TO
CARRY OUT THE PURPOSE AND INTENT OF THIS AGREEMENT.
(G)
COMMUNICATIONS. ALL NOTICES, REQUESTS,
DEMANDS AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN