AND THEIR
PREDECESSORS, OVER WHICH YOU HAVE KNOWLEDGE OR INFORMATION.
THE COMPANY WILL
REIMBURSE YOU FOR ANY AND ALL REASONABLE EXPENSES REASONABLY INCURRED IN
CONNECTION WITH SUCH COOPERATION BY YOU.
(F)
SURVIVAL
THE PROVISIONS OF THIS SECTION 2 SHALL SURVIVE THE TERMINATION OF YOUR
EMPLOYMENT FOR ANY REASON.
3.
Miscellaneous
(A)
GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.
(B)
AMENDMENTS
THIS AGREEMENT MAY NOT BE ALTERED, MODIFIED, OR AMENDED
EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO.
(C)
NO WAIVER. 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 OF
SUCH PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT THEREAFTER TO INSIST UPON
STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
(D)
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE OR BECOME INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS
OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
(E)
ASSIGNMENT.
THIS AGREEMENT, AND ALL OF YOUR RIGHTS AND DUTIES
HEREUNDER, SHALL NOT BE ASSIGNABLE OR DELEGABLE BY YOU.
ANY PURPORTED
ASSIGNMENT OR DELEGATION BY YOU IN VIOLATION OF THE FOREGOING SHALL BE NULL AND
VOID AB INITIO AND OF NO FORCE AND EFFECT.
THIS AGREEMENT MAY BE ASSIGNED BY
THE COMPANY TO A PERSON OR ENTITY WHICH IS AN AFFILIATE OR A SUCCESSOR IN
INTEREST TO SUBSTANTIALLY ALL OF THE BUSINESS OPERATIONS OF THE COMPANY.
UPON
SUCH ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF THE COMPANY HEREUNDER SHALL
BECOME THE RIGHTS AND OBLIGATIONS OF SUCH AFFILIATE OR SUCCESSOR PERSON OR
ENTITY.
(F)
SET OFF; NO MITIGATION.
THE COMPANY'S OBLIGATION TO PAY YOU THE
AMOUNTS PROVIDED AND TO MAKE THE ARRANGEMENTS PROVIDED HEREUNDER SHALL BE
SUBJECT TO SET-OFF, COUNTERCLAIM OR RECOUPMENT OF AMOUNTS OWED BY YOU TO THE
COMPANY.
YOU SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT
PROVIDED FOR PURSUANT TO THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT, TAKING INTO
ACCOUNT THE POST-EMPLOYMENT RESTRICTIVE COVENANTS SET FORTH ABOVE.