of
Section 13 or 14 of this Agreement is likely to result in irreparable injury to
the Parent, the Corporation and/or their respective affiliates and that the
remedy at law alone shall be an inadequate remedy for such breach, and that in
addition to any other remedy the Parent or the Corporation may have, the Parent
and the Corporation shall be entitled to enforce the specific performance of
this Agreement by the Executive and to obtain both temporary and permanent
injunctive relief without the necessity of proving actual damages.
SECTION 16.
SEVERABLE PROVISIONS
The provisions of this Agreement are severable and the invalidity of any one or
more provisions shall not affect the validity of any other provision.
In the
event that a court of competent jurisdiction shall determine that any provision
of this Agreement or the application thereof is unenforceable in whole or in
part because of the duration or scope thereof, the parties hereby agree that
said court in making such determination shall have the power to reduce the
duration and scope of such provision to the extent necessary to make it
enforceable and that the Agreement in its reduced form shall be valid and
enforceable to the full extent permitted by law.
SECTION 17.
SUCCESSORS
(A)
CORPORATION'S SUCCESSORS.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON ANY SUCCESSOR (WHETHER DIRECT
OR INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER, CONSOLIDATION, LIQUIDATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE PARENT'S OR THE CORPORATION'S
BUSINESS AND/OR ASSETS.
(B)
EXECUTIVE'S SUCCESSORS.
THE RIGHTS OF THE
EXECUTIVE HEREUNDER TO PAYMENTS AND BENEFITS SHALL INURE TO THE BENEFIT OF, AND
BE ENFORCEABLE BY, THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
SECTION 18.
MISCELLANEOUS PROVISIONS
(A)
WAIVER.
NO PROVISION OF THIS AGREEMENT
SHALL BE MODIFIED, WAIVED OR DISCHARGED UNLESS THE MODIFICATION, WAIVER OR
DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY THE EXECUTIVE AND BY AN
AUTHORIZED OFFICER OF THE CORPORATION (OTHER THAN THE EXECUTIVE) AND THE
PARENT.
NO WAIVER BY EITHER PARTY OF ANY BREACH OF, OR OF COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT BY THE OTHER PARTY SHALL BE CONSIDERED
A WAIVER OF ANY OTHER CONDITION OR PROVISION OR OF THE SAME CONDITION OR
PROVISION AT ANOTHER TIME.
(B)
WHOLE AGREEMENT.
THIS INSTRUMENT CONTAINS
THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND IT REPLACES AND SUPERCEDES ANY AGREEMENTS, REPRESENTATIONS OR UNDERSTANDINGS
(WHETHER ORAL OR WRITTEN AND WHETHER EXPRESS OR
15
IMPLIED) THAT ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT THAT HAVE BEEN MADE
OR ENTERED INTO BY EITHER PARTY WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(C)
NOTICE.
NOTICES AND ALL OTHER
COMMUNICATIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR WHEN MAILED BY U.S.
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID.
IN
THE CASE OF THE EXECUTIVE, MAILED NOTICES SHALL