OR INDIRECTLY EMPLOY ANY PERSON WHO IS AN
EMPLOYEE OF REGIS OR ANY
REGIS SUBSIDIARY AS OF THE EFFECTIVE DATE OR WHO BECOMES AN EMPLOYEE OF REGIS OR
ANY REGIS SUBSIDIARY DURING THE CONSULTING TERM, OR DIRECTLY OR INDIRECTLY
SOLICIT, INDUCE OR ATTEMPT TO INDUCE, ANY SUCH EMPLOYEE OF REGIS OR ANY REGIS
SUBSIDIARY TO TERMINATE HIS OR HER EMPLOYMENT WITH REGIS OR ANY REGIS
SUBSIDIARY.
EACH PARTY ACKNOWLEDGES THAT A BREACH OF ITS OBLIGATIONS UNDER THIS
SECTION 9 WILL RESULT IN IRREPARABLE AND CONTINUING DAMAGE TO THE OTHER PARTY
FOR WHICH THERE WILL BE NO ADEQUATE REMEDY AT LAW; AND AGREES THAT IN THE EVENT
OF ANY BREACH OF THE AFORESAID OBLIGATIONS, THE NON-BREACHING PARTY AND ITS
SUCCESSORS AND ASSIGNS SHALL BE ENTITLED TO INJUNCTIVE RELIEF AND TO SUCH OTHER
AND FURTHER RELIEF AS MAY BE PROPER.
10.
DELAY.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER ON ACCOUNT OF
ANY FAILURE TO PERFORM OR ON ACCOUNT OF DELAY IN THE PERFORMANCE OF ANY
OBLIGATION UNDER THIS AGREEMENT IF AND TO THE EXTENT THAT SUCH FAILURE OR DELAY
SHALL BE DUE TO A CAUSE BEYOND THE CONTROL OF SUCH PARTY AND THAT, BY THE
EXERCISE OF REASONABLE DILIGENCE, SUCH PARTY COULD NOT REASONABLY HAVE BEEN
EXPECTED TO AVOID.
IN NO EVENT SHALL EMPIRE BE LIABLE TO REGIS FOR ANY DELAY IN
PERFORMANCE OCCASIONED BY STRIKES OR OTHER LABOR OR PERSONNEL DIFFICULTIES.
11.
MISCELLANEOUS.
(A)
NONE OF THE RIGHTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNABLE BY
EITHER PARTY HERETO WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY
HERETO.
(B)
THIS AGREEMENT IS THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT
TO THE PROVISION OF THE SERVICES BY EMPIRE, AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS, ARRANGEMENTS, AND UNDERSTANDINGS, WHETHER ORAL OR
WRITTEN, REGARDING SUCH SUBJECT MATTER.
NO CHANGES IN, MODIFICATIONS OF, OR
ADDITIONS TO THIS AGREEMENT SHALL BE VALID UNLESS THE SAME SHALL BE IN WRITING
AND SIGNED BY BOTH PARTIES.
(C)
IF ANY PROVISION OF THIS AGREEMENT SHALL BE DETERMINED TO BE
CONTRARY TO LAW AND UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE
REMAINING PROVISIONS SHALL BE SEVERABLE AND ENFORCEABLE IN ACCORDANCE WITH THEIR
TERMS.
(D)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
(E)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.
(F)
NO FAILURE OR DELAY ON THE PART OF A PARTY IN EXERCISING ANY
RIGHT HEREUNDER SHALL OPERATE AS A WAIVER OF, OR IMPAIR, ANY SUCH RIGHT.
NO
SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT SHALL PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
NO WAIVER OF ANY SUCH
RIGHT SHALL BE DEEMED A WAIVER OF ANY OTHER RIGHT HEREUNDER.
(G)
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS HEREUNDER
SHALL BE DEEMED TO HAVE BEEN DULY