CDW 2012 Annual Report Download - page 190

Notices to Executive :
To Executive’s address on file with the Company
or to such other address or to the attention of such other Person as the recipient party has specified by prior written
notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or,
if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and
one day after deposit with a reputable overnight courier service.
11.
General Provisions .
(a)
Transfers in Violation of Agreement
. Any Transfer or attempted Transfer of any Executive Units
in violation of any provision of this Agreement or the LLC Agreement shall be void, and the Company shall not record
such Transfer on its books or treat any purported Transferee of such Executive Units as the owner of such Executive
Units for any purpose.
(b)
Irrevocability: Binding Effect on Successors and Assigns
. Executive hereby acknowledges and
agrees that, except as provided under applicable federal and state securities laws, that Executive is not entitled to cancel,
terminate or revoke this Agreement or any agreements of Executive hereunder, and that this Agreement and such other
agreements shall survive the death or disability of Executive and shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, successors, legal representatives and assigns (including
subsequent holders of Executive Units).
(c)
Survival of Covenants, Representations and Warranties
. All covenants, representations and
warranties contained herein or made in writing by any party in connection herewith shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby.
(d)
Severability
. Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been
contained herein.
(e)
Complete Agreement
. This Agreement, those documents expressly referred to herein and other
documents of even date herewith embody the complete agreement and understanding among the parties with respect to
the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject matter hereof in any way.
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