THEREOF.
8.9
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS INTENDED TO BIND AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE AND THE PARENT COMPANY,
AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS,
EXCEPT THAT EXECUTIVE MAY NOT DELEGATE ANY OF EXECUTIVE'S DUTIES HEREUNDER AND
MAY NOT ASSIGN ANY OF EXECUTIVE'S RIGHTS HEREUNDER WITHOUT THE WRITTEN CONSENT
OF THE PARENT COMPANY, WHICH CONSENT SHALL NOT BE WITHHELD UNREASONABLY.
ANY
SUCCESSOR TO THE PARENT COMPANY (WHETHER DIRECT OR INDIRECT AND WHETHER BY
PURCHASE, MERGER, CONSOLIDATION, LIQUIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE PARENT COMPANY'S BUSINESS AND/OR ASSETS SHALL ASSUME
THE PARENT COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT IN THE SAME MANNER AND TO
THE SAME EXTENT AS THE PARENT COMPANY WOULD BE REQUIRED
11
TO PERFORM SUCH OBLIGATIONS IN THE ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES
UNDER THIS AGREEMENT, THE TERM "PARENT COMPANY" SHALL INCLUDE ANY SUCCESSOR TO
THE PARENT COMPANY'S BUSINESS AND/OR ASSETS, WHETHER OR NOT SUCH SUCCESSOR
EXECUTES AND DELIVERS AN ASSUMPTION AGREEMENT REFERRED TO IN THE PRECEDING
SENTENCE OR BECOMES BOUND BY THE TERMS OF THIS AGREEMENT BY OPERATION OF LAW OR
OTHERWISE.
8.10
AMENDMENT OR TERMINATION OF THIS AGREEMENT.
THIS AGREEMENT MAY BE
CHANGED OR TERMINATED ONLY UPON THE MUTUAL WRITTEN CONSENT OF THE PARENT COMPANY
AND EXECUTIVE.
8.11
ATTORNEY FEES.
IF EITHER PARTY HERETO BRINGS ANY ACTION TO ENFORCE
SUCH PARTY'S RIGHTS HEREUNDER, THE PREVAILING PARTY IN ANY SUCH ACTION SHALL BE
ENTITLED TO RECOVER SUCH PARTY'S REASONABLE ATTORNEYS' FEES AND COSTS INCURRED
IN CONNECTION WITH SUCH ACTION.
8.12
DISPUTE RESOLUTION.
IN THE EVENT OF ANY DISPUTE(S) ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ANY QUESTION
REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION) OR ANY CONTRACT OR AGREEMENT
ENTERED INTO IN OR IN SUBSTANTIALLY THE TERMS SET OUT IN EXHIBIT A HEREOF:
(A)
EITHER PARTY SHALL SERVE ON THE OTHER A WRITTEN NOTICE REQUESTING
FOR NEGOTIATION AND THE PARTIES SHALL USE THEIR BEST ENDEAVORS TO SETTLE SUCH
DISPUTE(S) BY NEGOTIATION. A PARTY SHALL NOT PROCEED TO MEDIATION UNDER
SUB-SECTION (B) UNTIL 30 DAYS AFTER SERVICE BY EITHER PARTY OF A WRITTEN NOTICE
REQUESTING NEGOTIATION.
(B)
IF THE PARTIES ARE UNABLE TO SETTLE ANY DISPUTE(S) BY NEGOTIATION
WITHIN 30 DAYS AFTER THE WRITTEN NOTICE REQUESTING FOR NEGOTIATION HAS BEEN
SERVED BY EITHER PARTY, THEN EITHER PARTY SHALL REFER THOSE DISPUTE(S) TO
MEDIATION IN SINGAPORE IN ACCORDANCE WITH THE MEDIATION PROCEDURE (EXCEPT CLAUSE
10) OF THE SINGAPORE MEDIATION CENTRE FOR THE TIME BEING IN FORCE. THE PARTIES
AGREE THAT MEDIATION SHALL PREVENT THEM FROM COMMENCING ANY SUIT OR ARBITRATION
AND SHALL ACT AS A STAY OF SUCH PROCEEDINGS, EXCEPT WHERE ARBITRATION HAS BEEN
COMMENCED IN ACCORDANCE WITH SUB-SECTION (D). A PARTY SHALL NOT PROCEED TO
ARBITRATION UNDER SUB-SECTION (C) UNTIL DAYS AFTER EITHER PARTY HAS INITIATED
MEDIATION PROCEEDINGS.
(C)
IF THE PARTIES ARE UNABLE TO SETTLE ANY DISPUTE(S) BY NEGOTIATION
OR MEDIATION AS PROVIDED ABOVE, THE DISPUTE SHALL BE REFERRED TO AND FINALLY
RESOLVED BY ARBITRATION