party in writing in accordance herewith.
21.
UNDERSTANDING AND AUTHORITY.
THE PARTIES
UNDERSTAND AND AGREE THAT ALL TERMS OF THIS AGREEMENT ARE CONTRACTUAL AND ARE
NOT A MERE RECITAL, AND REPRESENT AND WARRANT THAT THEY ARE COMPETENT TO
COVENANT AND AGREE AS HEREIN PROVIDED.
THE PARTIES HAVE CAREFULLY READ THIS
AGREEMENT IN ITS ENTIRETY; FULLY UNDERSTAND AND AGREE TO ITS TERMS AND
PROVISIONS; AND INTEND AND AGREE THAT IT IS FINAL AND BINDING ON ALL PARTIES.
22.
Integration Clause.
This Agreement
constitutes the entire agreement and understanding of the Company and Executive
with respect to the terms set forth herein and supersedes all prior and
contemporaneous written or verbal agreements and understandings between
Executive and the Company relating to such subject matter, including, without
limitation, the Employment Agreement; provided, however, that Sections 5, 6 and
7 of the Employment Agreement shall survive Executive's termination of
employment and continue in full force and effect.
This Agreement may only be
amended by written instrument signed by a duly authorized officer of the Company
and Executive which expressly states its intent to amend this Agreement.
23.
JURISDICTION, ETC.
(A)
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY CALIFORNIA STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH CALIFORNIA STATE COURT OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN
9
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement in the courts
of any jurisdiction.
(B)
EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN
ANY CALIFORNIA STATE OR FEDERAL COURT IN AND FOR OR OTHERWISE LOCATED IN LOS
ANGELES COUNTY.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(C)
THE COMPANY AND THE EXECUTIVE FURTHER AGREE
THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF
ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID