BY THE OTHER PARTY OF ANY OF THE PROVISIONS HEREOF SHALL IN NO WAY
BE CONSTRUED TO BE A WAIVER OF SUCH
17
PROVISIONS OR TO AFFECT EITHER THE VALIDITY OF THIS AGREEMENT OR ANY PART
HEREOF, OR THE RIGHT OF EITHER PARTY TO ENFORCE EACH AND EVERY PROVISION IN
ACCORDANCE WITH ITS TERMS.
NO WAIVER BY EITHER PARTY HERETO AT ANY TIME OF ANY
BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY CONDITION OR
PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED
A WAIVER OF SIMILAR OR DISSIMILAR CONDITIONS OR PROVISIONS AT THAT TIME OR AT
ANY PRIOR OR SUBSEQUENT TIME.
(B)
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED
HEREUNDER WILL BE GIVEN IN WRITING, BY PERSONAL DELIVERY, BY CONFIRMED FACSIMILE
TRANSMISSION (WITH A COPY SENT BY EXPRESS DELIVERY) OR BY EXPRESS NEXT-DAY
DELIVERY VIA EXPRESS MAIL OR ANY REPUTABLE COURIER SERVICE, IN EACH CASE
ADDRESSED AS FOLLOWS (OR TO SUCH OTHER ADDRESS AS MAY BE DESIGNATED):
If to the Company:
909 Third Avenue, Suite 2863
New York, NY 10022
Attention:
Secretary
Fax:
(212) 752-1157
With a copy to:
Jeffrey Bagner, Esq.
Fried, Frank, Harris,
Shriver & Jacobson LLP
One New York Plaza
New York, NY
10004
Fax: (212) 859-4000
If to the Executive:
Simon Duffy
Raybourne House
Mill Street
Islip, Oxon., OX5 2SZ
Notices that are delivered personally, by confirmed facsimile transmission, or
by courier as aforesaid, shall be effective on the date of delivery.
18
(C)
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, ESTATES, SUCCESSORS
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) AND ASSIGNS.
NOTWITHSTANDING THE PROVISIONS OF THE IMMEDIATELY
PRECEDING SENTENCE, THE EXECUTIVE SHALL NOT ASSIGN ALL OR ANY PORTION OF THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(D)
WITHHOLDING.
THE COMPANY SHALL WITHHOLD OR
CAUSE TO BE WITHHELD FROM ANY PAYMENTS MADE PURSUANT TO THIS AGREEMENT ANY
RELEVANT TAXES AS SHALL BE REQUIRED TO BE WITHHELD PURSUANT TO ANY LAW OR
GOVERNMENTAL REGULATION OR RULING.
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE
EXECUTIVE'S EMPLOYMENT AND SUPERSEDES ANY OTHER PRIOR ORAL OR WRITTEN
AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE EXECUTIVE AND ANY MEMBER
OF THE COMPANY AFFILIATED GROUP.
WITHOUT LIMITING THE GENERALITY OF SECTION 11
OF THIS AGREEMENT OR THIS SECTION 12(E), EFFECTIVE AS OF THE EFFECTIVE DATE,
THIS AGREEMENT SUPERSEDES ANY EXISTING EMPLOYMENT, RETENTION, SEVERANCE AND
CHANGE-IN-CONTROL AGREEMENTS OR SIMILAR ARRANGEMENTS OR UNDERSTANDINGS,
INCLUDING THE EXISTING AGREEMENT (COLLECTIVELY, THE "PRIOR AGREEMENTS") BETWEEN
THE EXECUTIVE AND THE COMPANY AND ANY MEMBER OF THE COMPANY AFFILIATED GROUP,
AND ANY AND ALL CLAIMS UNDER OR IN RESPECT OF THE PRIOR AGREEMENTS THAT THE
EXECUTIVE MAY HAVE OR ASSERT ON OR FOLLOWING THE EFFECTIVE DATE SHALL BE
GOVERNED BY AND COMPLETELY SATISFIED AND DISCHARGED IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
NO