Rosetta Stone 2014 Annual Report Download - page 199

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applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10
days after the date on which Section 2(a) is declared unenforceable.
(g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and
agreements.
(h) This Release shall not be modified except in a writing signed by the parties.
(i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against
the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No
waiver of any breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this
Release.
(j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision
of this Release.
(k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The singular
shall include the plural, and the plural shall include the singular.
(l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other
party reasonably believes is necessary to carry out the purpose or effect of this Release.
(m) Any party contesting the validity or enforceability of any term of this Release shall be required to prove by clear
and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake
of fact or law.
(n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair
opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the meaning and effect of this Release.
Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its
drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language
used.
(o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the
Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction
over them in, and subject matter jurisdiction concerning, any such action.
(p) In any action relating to or arising from this Release, or involving its application, the party substantially prevailing
shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and
reasonable attorneys’ fees. If Executive is the substantially prevailing party, the Company shall pay such expenses within 60 days
following the determination that he is the substantially prevailing party.
(q) This Release may be executed in counterparts, or by copies transmitted by telecopier, all of which shall be given
the same force and effect as the original.
[SIGNATURES FOLLOW]