23.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES AND SUPERSEDES ALL PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR BETWEEN THE PARTIES, WHETHER
WRITTEN OR ORAL, WHICH RELATE IN ANY WAY TO THE SUBJECT MATTER HEREOF, EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 8 REGARDING INDEMNIFICATION AGREEMENTS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, ALL EXISTING EMPLOYMENT AGREEMENTS,
CHANGE IN CONTROL AGREEMENTS AND PATENT AND CONFIDENTIAL INFORMATION AGREEMENTS
ARE HEREBY TERMINATED AND OF NO FURTHER FORCE OR EFFECT.
24.
SURVIVORSHIP.
THE PROVISIONS OF THIS
AGREEMENT NECESSARY TO CARRY OUT THE INTENTION OF THE PARTIES AS EXPRESSED
HEREIN SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, SECTIONS 8, 9, 10, 11, 12 AND 13.
25.
WAIVER.
EXCEPT AS OTHERWISE PROVIDED UNDER
SECTION 6(A)(II)(A), THE WAIVER BY EITHER PARTY OF THE OTHER PARTY'S PROMPT AND
COMPLETE PERFORMANCE, OR BREACH OR VIOLATION, OF ANY PROVISION OF THIS AGREEMENT
SHALL NOT OPERATE NOR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH OR
VIOLATION, AND THE FAILURE BY ANY PARTY HERETO TO EXERCISE ANY RIGHT OR REMEDY
WHICH IT MAY POSSESS HEREUNDER SHALL NOT OPERATE NOR BE CONSTRUED AS A BAR TO
THE EXERCISE OF SUCH RIGHT OR REMEDY BY SUCH PARTY UPON THE OCCURRENCE OF ANY
SUBSEQUENT BREACH OR VIOLATION.
26.
CAPTIONS.
THE CAPTIONS OF THIS AGREEMENT
ARE FOR CONVENIENCE AND REFERENCE ONLY AND IN NO WAY DEFINE, DESCRIBE, EXTEND OR
LIMIT THE SCOPE OR INTENT OF THIS AGREEMENT OR THE INTENT OF ANY PROVISION
HEREOF.
27.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT
THIS AGREEMENT IS THE RESULT OF ARM'S-LENGTH NEGOTIATIONS BETWEEN SOPHISTICATED
PARTIES EACH AFFORDED REPRESENTATION BY LEGAL COUNSEL.
EACH AND EVERY PROVISION
OF THIS AGREEMENT SHALL BE CONSTRUED AS THOUGH BOTH PARTIES PARTICIPATED EQUALLY
IN THE DRAFTING OF SAME, AND ANY RULE OF CONSTRUCTION THAT A DOCUMENT SHALL BE
CONSTRUED AGAINST THE DRAFTING PARTY SHALL NOT BE APPLICABLE TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
EXECUTIVE
By:
/s/ Wolfgang Schramm
SAUER-DANFOSS INC.
By:
/s/ Jim Remus
Name: Jim Remus
Title: Director - HR Resources
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