GNC 2008 Annual Report Download - page 273

without limitation, the Original Employment Agreement and any term sheets contemplating the execution of an employment agreement setting forth the terms
and conditions of the Executive's continued employment with Centers. No modification or addition hereto or waiver or cancellation of any provision hereof
shall be valid except by a writing signed by the party to be charged therewith. No delay on the part of any party to this Agreement in exercising any right or
privilege provided hereunder or by law shall impair, prejudice or constitute a waiver of such right or privilege.
6.5 Governing Law. This Agreement is governed by and will be construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflict of laws.
6.6 Assignment; Successors; Binding Agreement. This Agreement may not be assigned by either party, whether by operation of law or otherwise,
without the prior written consent of the other party, except that any right, title or interest of Holdings or Centers arising out of this Agreement may be assigned
by Holdings or Centers to any corporation or entity controlling, controlled by, or under common control with Holdings or Centers, as applicable, or to any
Affiliates of Holdings or Centers, as applicable; provided, however, that the assignee shall first deliver to the Executive an express written assumption of this
Agreement and Holdings' or Centers' obligations hereunder, as applicable. No such assignment shall relieve Holdings or Centers of their obligations under this
Agreement without the express written consent of the Executive (which consent will not be unreasonably withheld). Subject to the foregoing, this Agreement
is binding upon and will inure to the benefit of the parties and their respective heirs, legatees, devisees, personal representatives, successors and assigns.
6.7 Representation by Counsel; Independent Judgment. Each of the parties hereto acknowledges that (a) it or the Executive has read this Agreement in
its entirety and understands all of its teems and conditions, (b) it or the Executive has had the opportunity to consult with any individuals of its or the
Executive's choice regarding its or the Executive's agreement to the provisions contained herein, including legal counsel of its or the Executive's choice, and
any decision not to was the Executive's or its alone and (c) it or the Executive is entering into this Agreement of its or the Executive's own free will, without
coercion from any source, based upon its or the Executive's own independent judgment.
6.8 Interpretation; Construction. The parties and their respective legal counsel actively participated in the negotiation and drafting of this Agreement,
and in the event of any ambiguity or mistake herein, or any dispute among the parties with respect to the provisions hereto, no provision of this Agreement
shall be construed unfavorably against any of the parties on the ground that the Executive, it, or the Executive's or its counsel was the drafter thereof. As used
in this Agreement, unless the context otherwise requires: (a) the terms defined herein shall have the meanings set forth herein for all purposes; (b) references
to "Section" are to a section hereof; (c) "include," "includes," and "including" are deemed to be followed by "without limitation" whether or not they are in
fact followed by such words or words of like import; (d) "hereof," "herein," "hereunder," and comparable terms refer to the entirety of this Agreement and not
to any particular section or other subdivision hereof or exhibit
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