6.8. Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein, amends the Current Employment Agreement, and supersedes and replaces any other prior agreements and understandings with respect thereto. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.
6.9. Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law. Any action seeking specific performance of, enforcement of or other equitable remedies with respect to Sections 5.1, 5.2, and/or 5.3 hereof shall be brought exclusively within state or federal courts located within Pennsylvania, and Company and Executive submit and consent to the exclusive jurisdiction of such courts.
6.10. Headings; Counterparts. The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.
6.11. Delegation. Any action hereunder that may be taken or directed by the Board or by the Committee may be delegated by (i) the Board to a committee of the Board or to an individual trustee or officer, or (ii) the Committee to one or more members of the Committee or officers, and the determination of any such delegee or delegees shall have the same effect hereunder as a determination of the Board or the Committee, as applicable.
6.12. Company Assets. Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.
(a) No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by Company to sign on its behalf.
(b) In the event Companys provision of post-separation medical benefit coverage (to Executive or his spouse or dependents) would cause Company or Executive or his spouse or dependents to experience adverse tax consequences, Company, at its option, but after first seeking a negotiated resolution with Executive, may provide Executive with the after-tax economic equivalent of such benefit for any designated period. The economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by Executive in obtaining coverage equivalent to that otherwise to be provided to Executive by Company under this Agreement.
6.14. No Mitigation. In no event shall Executive be required to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment after termination of his employment hereunder; provided, however, that notwithstanding the foregoing any entitlement Executive has hereunder to post-separation medical benefits coverage shall terminate upon Executive commencing medical benefits coverage through a plan offered by a subsequent employer.