This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles which would result in the application of the laws of another jurisdiction. No modification of this Agreement will be effective unless in writing and executed by the Parties. No waiver of any provision of this Agreement will be valid unless in writing and signed by the Party against whom the waiver is sought to be enforced. Failure of a Party to enforce any right under this Agreement will not constitute a waiver of future enforcement of such right or any other rights. If any provision of this Agreement is held to be invalid by any court, the remainder of the Agreement will remain in force and will not be affected. The Restricted Person may not assign any of his rights or obligations under this Agreement without the prior written consent of Buyer. The Buyer may assign its rights or obligations under this Agreement to any affiliate, to any lender as collateral security or to any purchaser of all or any portion of the Business. The language used in this Agreement has been chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party. This Agreement may be executed in counterparts, all of which taken together will constitute one agreement, and signatures exchanged by facsimile or .pdf will constitute effective execution and delivery of this Agreement.