on the Executive in any amount or amounts considered
advisable.
The Executive agrees to cooperate in any medical or other
examination, supply any information and execute and deliver any applications or
other instruments in writing as may be reasonably necessary to obtain and
constitute such insurance.
19.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT,
INCLUDING EXHIBIT A HERETO, REPRESENTS THE ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND, AS OF THE
EFFECTIVE DATE, SUPERSEDES AND TERMINATES ALL PRIOR AGREEMENTS, UNDERSTANDINGS,
DISCUSSIONS, NEGOTIATIONS, AND UNDERTAKINGS, WHETHER WRITTEN OR ORAL, BETWEEN
THE PARTIES WITH RESPECT THERETO, INCLUDING, BUT NOT LIMITED TO, THE FORMER
EMPLOYMENT AGREEMENT AND ALL PREDECESSOR AGREEMENTS.
(B)
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OR PORTION OF THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID OR
UNENFORCEABLE FOR ANY REASON, IN WHOLE OR IN PART, THE REMAINING PROVISIONS OF
THIS AGREEMENT SHALL BE UNAFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND
EFFECT TO THE FULLEST EXTENT PERMITTED BY LAW SO AS TO ACHIEVE THE PURPOSES OF
THIS AGREEMENT.
(C)
AMENDMENT OR WAIVER.
NO PROVISION IN THIS
AGREEMENT MAY BE AMENDED UNLESS SUCH AMENDMENT IS SET FORTH IN A WRITING SIGNED
BY THE PARTIES.
NO WAIVER BY EITHER PARTY OF ANY BREACH OF ANY CONDITION OR
PROVISION CONTAINED IN THIS AGREEMENT SHALL BE DEEMED A WAIVER OF ANY SIMILAR OR
DISSIMILAR CONDITION OR PROVISION AT THE SAME OR ANY PRIOR OR SUBSEQUENT TIME.
TO BE EFFECTIVE, ANY WAIVER MUST BE SET FORTH IN A WRITING SIGNED BY THE WAIVING
PARTY.
(D)
HEADINGS.
THE HEADINGS OF THE SECTIONS
CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS
AGREEMENT.
(E)
BENEFICIARIES/REFERENCES.
THE EXECUTIVE
SHALL BE ENTITLED, TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, TO SELECT
AND CHANGE A BENEFICIARY OR BENEFICIARIES TO RECEIVE ANY COMPENSATION OR BENEFIT
HEREUNDER FOLLOWING THE EXECUTIVE'S DEATH BY GIVING THE COMPANY WRITTEN NOTICE
THEREOF.
IN THE EVENT OF THE EXECUTIVE'S DEATH OR A JUDICIAL DETERMINATION OF
HIS INCOMPETENCE, REFERENCE IN THIS AGREEMENT TO THE EXECUTIVE SHALL BE DEEMED,
WHERE APPROPRIATE, TO REFER TO HIS BENEFICIARY, ESTATE, OR OTHER LEGAL
REPRESENTATIVE.
(F)
SURVIVORSHIP.
EXCEPT AS OTHERWISE SET
FORTH IN THIS AGREEMENT, THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL SURVIVE THE TERMINATION DATE.
(G)
GOVERNING LAW/JURISDICTION.
THIS AGREEMENT
SHALL BE GOVERNED, CONSTRUED, PERFORMED, AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
IN FURTHERANCE OF THE FOREGOING,
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND
CONSTRUCTION OF THIS AGREEMENT (AND ALL EXHIBITS HERETO), EVEN THOUGH UNDER THAT
JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW