STRICT COMPLIANCE IN THE FUTURE.
SECTION 5.6
SEVERABILITY.
IF A COURT OF
COMPETENT JURISDICTION DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS
INVALID OR UNENFORCEABLE, THEN THE INVALIDITY OR UNENFORCEABILITY OF THAT
PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT, AND ALL OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT AND SUCH INVALID OR UNENFORCEABLE PROVISION SHALL BE REFORMULATED BY SUCH
COURT TO PRESERVE THE INTENT OF THE PARTIES HERETO.
SECTION 5.7
COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN ONE OR MORE COUNTER­PARTS, EACH OF WHICH SHALL BE DEEMED TO
BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME
AGREEMENT.
7
SECTION 5.8
HEADINGS.
THE PARAGRAPH
HEADINGS HAVE BEEN INSERTED FOR PURPOSES OF CONVENIENCE AND SHALL NOT BE USED
FOR INTERPRETIVE PURPOSES.
SECTION 5.9
GENDER AND PLURALS.
WHEREVER
THE CONTEXT SO REQUIRES, THE MASCULINE GENDER INCLUDES THE FEMININE OR NEUTER,
AND THE SINGULAR NUMBER INCLUDES THE PLURAL AND CONVERSELY.
SECTION 5.10
AFFILIATE.
AS USED IN THIS
AGREEMENT, UNLESS OTHERWISE INDICATED, "AFFILIATE" SHALL MEAN ANY PERSON OR
ENTITY WHICH DIRECTLY OR INDIRECTLY THROUGH ANY ONE OR MORE INTERMEDIARIES OWNS
OR CONTROLS, IS OWNED OR CONTROLLED BY, OR IS UNDER COMMON OWNERSHIP OR CONTROL
WITH THE PARENT.
SECTION 5.11
ASSIGNMENT.
THIS AGREEMENT IS
BINDING ON EXECUTIVE AND THE PARENT AND THEIR SUCCESSORS AND ASSIGNS; PROVIDED,
HOWEVER, THAT THE RIGHTS AND OBLIGATIONS OF THE PARENT UNDER THIS AGREEMENT MAY
BE ASSIGNED TO A SUCCESSOR ENTITY.
NO RIGHTS OR OBLIGATIONS OF EXECUTIVE
HEREUNDER MAY BE ASSIGNED BY EXECUTIVE TO ANY OTHER PERSON OR ENTITY, EXCEPT BY
WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
IN THE EVENT OF EXECUTIVE'S DEATH
PRIOR TO RECEIPT BY EXECUTIVE OF ALL AMOUNTS PAYABLE BY THE PARENT HEREUNDER,
SUCH AMOUNTS SHALL BE PAYABLE TO EXECUTIVE'S DESIGNATED BENEFICIARIES ON THE
SAME SCHEDULE AS PROVIDED FOR IN THIS AGREEMENT.
SECTION 5.12
ENTIRE AGREEMENT.
EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, CONTAINS ALL
THE COVENANTS, PROMISES, REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN THE
PARTIES WITH RESPECT TO EXECUTIVE'S RESIGNATION FROM THE PARENT AND SUPERSEDES
ALL PRIOR EMPLOYMENT OR SEVERANCE OR OTHER AGREEMENTS BETWEEN EXECUTIVE AND THE
PARENT AND ANY EMPLOYER WHETHER WRITTEN OR ORAL OR ANY OF THEIR PREDECESSORS OR
AFFILIATES, INCLUDING, BUT NOT LIMITED TO ANY AGREEMENT THAT RELATES TO
EXECUTIVE'S EMPLOYMENT WITH THE PARENT OR TERMINATION THEREOF.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION PROVIDED FOR HEREIN IS ADEQUATE
CONSIDERATION FOR EXECUTIVE WAIVING HIS RIGHTS UNDER ANY OTHER AGREEMENT WHETHER
WRITTEN OR ORAL BETWEEN EXECUTIVE AND THE PARENT, INCLUDING, WITHOUT LIMITATION,
THE EMPLOYMENT AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE
ACKNOWLEDGES THAT NO REPRESENTATION, INDUCEMENT, PROMISE OR AGREEMENT, ORAL OR
WRITTEN, HAS BEEN MADE BY EITHER PARTY, OR BY ANYONE ACTING ON BEHALF OF EITHER
PARTY, WHICH IS NOT EMBODIED HEREIN, AND THAT NO AGREEMENT, STATEMENT, OR
PROMISE RELATING TO EXECUTIVE'S RESIGNATION FROM THE PARENT, THAT IS NOT
CONTAINED IN THIS AGREEMENT,