OTHERWISE.
(B)
THIS AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR MODIFIED ONLY WITH
THE WRITTEN CONSENT OF THE AIP STOCKHOLDER AND THE UNIONS.
5.3
NO INCONSISTENT AGREEMENT.
THE AIP STOCKHOLDER SHALL NOT ENTER
INTO ANY STOCKHOLDER AGREEMENT, VOTING AGREEMENT OR OTHER AGREEMENT THAT IS
INCONSISTENT WITH THE TERMS OF THIS AGREEMENT.
5.4
ENFORCEMENT.
THE PARTIES TO THIS AGREEMENT AGREE THAT THE
IRREPARABLE DAMAGE WILL OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS
AGREEMENT IS NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC TERMS OR IS OTHERWISE
BREACHED AND THAT MONETARY DAMAGES WILL NOT CONSTITUTE ADEQUATE COMPENSATION FOR
ANY BREACH OF THIS AGREEMENT.
ACCORDINGLY, IN ADDITION TO ANY OTHER REMEDY
AVAILABLE TO ANY PARTY AT LAW OR
6
EQUITY, THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS IN ANY
COURT OF COMPETENT JURISDICTION TO PREVENT BREACHES OF THIS AGREEMENT TO
SPECIFICALLY ENFORCE THE TERMS AND PROVISIONS OF THIS AGREEMENT.
5.5
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY
RESPECT FOR ANY REASON, THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH
PROVISION IN EVERY OTHER RESPECT AND OF EACH REMAINING PROVISION OF THE
AGREEMENT SHALL NOT BE IMPAIRED THEREBY IN ANY RESPECT.
THE PARTIES
SPECIFICALLY INTEND THAT ALL OF THE RIGHTS OF THE UNIONS UNDER THIS AGREEMENT
SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
5.6
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE EXHIBITS
HERETO, IS INTENDED BY THE AIP STOCKHOLDER AND THE UNIONS AS A FINAL EXPRESSION
OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT AND UNDERSTANDING OF SUCH PARTIES HERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN AND THEREIN.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN OR
THEREIN.
THIS AGREEMENT, TOGETHER WITH THE EXHIBITS HERETO, SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE AIP STOCKHOLDER AND THE UNIONS WITH
RESPECT TO SUCH SUBJECT MATTER.
5.7
TERM OF AGREEMENT.
THIS AGREEMENT SHALL TERMINATE AT SUCH TIME AS
THE AIP STOCKHOLDER SHALL NO LONGER HAVE ANY RIGHT TO DESIGNATE DIRECTORS
PURSUANT TO THE CHARTER DOCUMENTS.
5.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF EXCEPT TO THE EXTENT INTERNAL CORPORATE LAWS OF THE
COMPANY'S STATE OF INCORPORATION SHALL APPLY.
5.9
TRANSFER TO AFFILIATES.
AN AIP STOCKHOLDER SHALL NOT TRANSFER ANY
SHARES TO ANY AFFILIATE OF AIP OR AN AIP STOCKHOLDER (AN "AIP AFFILIATE") UNLESS
THE AIP AFFILIATE AGREES IN WRITING TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT IN THE SAME MANNER AS AIP.
5.10
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING ON ANY
SUCCESSOR THAT ACQUIRES ALL OR SUBSTANTIALLY ALL OF AIP OR ANY AIP AFFILIATE
THAT MAINTAINS BENEFICIAL OR RECORD OWNERSHIP OF ANY SHARES