Common use of Governing Law; Resolution of Disputes Clause in Contracts

Governing Law; Resolution of Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not be successful, such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 15. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), (ii) or (iii) is Magten Asset Management Corp. or is an Affiliate of Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concert.

Governing Law; Resolution of Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not be successful, such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 1519. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; or (ii) the Corporation consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its assets to any Person, or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), ) or (ii) or (iii) is Magten Asset Management Corp. Apollo Apparel Partners, L.P. or is an Affiliate of Magten Asset Management Corp. Apollo Apparel Partners, L.P. "Voting Stock" shall mean securities of any class or classes (or equivalent interests) of any entity, if the holders of the securities of such class or classes (or equivalent interests) are ordinarily, in the absence of contingencies, entitled to vote for the election of the directors (or natural persons or entities performing similar functions) of such entity, even though the right to so vote has been suspended by the happening of such a contingency. "Control" shall mean the power to direct the affairs of any person, firm, corporation, partnership or other legal entity by reason of ownership of voting stock, by contract or otherwise. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concert.

Governing Law; Resolution of Disputes. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of New YorkYork without regard to conflict of law provisions. The Employee hereby acknowledges that irreparable damage Placement Agent and the Company will occur in the event that Sections 7 and 8 attempt to settle any claim or controversy arising out of this Agreement are not performed through consultation and negotiation in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court good faith and a spirit of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any disputemutual cooperation. Should such efforts not attempts fail, then the dispute will be successful, such dispute shall be resolved mediated by binding arbitration, a mutually acceptable mediator to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered chosen by the arbitrator(s) Placement Agent and the Company within 15 days after written notice from either party demanding mediation. Neither party may be entered in any court having jurisdiction thereof. Each party shall bear his or its own unreasonably withhold consent to the selection of a mediator, and the parties will share the costs of the arbitration mediation equally. Any dispute which the parties cannot resolve through negotiation or litigationmediation within six months of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution, includingin which event each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the Southern District of New York, without limitation, attorneys' fees. Pending for the resolution adjudication of any arbitration dispute hereunder or court in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the Corporation shall continue payment jurisdiction of all amounts and benefits due any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the Employee under this Agreementvenue of such suit, action or proceeding is improper. Section 15. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change The use of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 mediation will not be construed under the Securities and Exchange Act doctrine of 1934laches, as amended, except that a person shall be deemed waiver or estoppel to affect adversely the rights of either party. Nothing in this paragraph will prevent either party from resorting to judicial proceedings if (a) good faith efforts to resolve the dispute under these procedures have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; been unsuccessful or (iiib) the Corporation conveys, transfers or leases all or substantially all of its assets interim relief from a court is necessary to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), (ii) or (iii) is Magten Asset Management Corp. or is an Affiliate of Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concertprevent serious and irreparable injury.

Governing Law; Resolution of Disputes. This It is the Parties’ intent that this Agreement shall be governed by, and construed and enforced in accordance with, the laws Federal Arbitration Act (“FAA”) with respect to the arbitration provisions herein, and for all other matters, including the Restrictive Covenants, shall be governed by the Laws of the State of New YorkDelaware without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction. The Employee hereby acknowledges It is the Parties’ intent that irreparable damage will occur the FAA shall preempt in the event that Sections 7 and 8 there is a conflict of federal, state or local Law as to the arbitrability of a claim, given the mutual benefits arbitration provides to the Parties. Any dispute or controversy between the Parties relating to or arising out of this Agreement are or any amendment or modification hereof shall be exclusively determined by confidential arbitration in Wilmington, Delaware and pursuant to the rules then prevailing of JAMS; provided, however, that the requirement to arbitrate any dispute or controversy shall not performed in accordance with their specific terms or are otherwise breached apply to (i) claims by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction Buyer or injunctions to prevent breaches or such provisions in any Court other member of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek NFP Group for injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreementrelief, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not be successful, such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 15. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in matters for which the outstanding Voting Stock of the Corporation arbitration is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; prohibited by applicable Law or (iii) criminal matters. The arbitration award shall be final and binding upon the Corporation conveysParties and judgment may be entered thereon in any court of competent jurisdiction. The Parties hereby agree that any federal or state court located in Wilmington, transfers Delaware is a court of competent jurisdiction. The service of any notice, process, motion or leases all other document in connection with any arbitration under this Agreement or substantially all the enforcement of any arbitration award hereunder may be effectuated either by personal service upon a Party or by certified mail, return receipt requested, duly addressed to him or it or to his or its assets to any Personexecutors, administrators, personal representatives, next of kin, successors or assigns, at the last known address or addresses of such Party or Parties. Notwithstanding the foregoing, a Change the request by the Buyer or any other member of Control the NFP Group for specific performance and temporary, preliminary or permanent injunctive relief, whether prohibitive or mandatory, or other equitable remedies shall not be deemed subject to occur if arbitration and shall be adjudicated only by the Person described state and/or federal courts residing in clause (i)Wilmington, (ii) or (iii) is Magten Asset Management Corp. or is an Affiliate Delaware or, at the election of Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, the Buyer or any other entitymember of the NFP Group, whether acting in any other jurisdiction where the breach has occurred or is alleged to have occurred. Each Party irrevocably submits to the exclusive jurisdiction of such courts for such purposes, and waives and agrees not to assert in any such proceeding a claim that they are not personally subject to the courts referred to above, that the suit or action was brought in an individualinconvenient forum or that the venue of the suit or action is improper. Pursuant to Title 6 of the Delaware Code Section 2708(a), fiduciary or other capacitythe Parties agree that they are subject to the jurisdiction of the courts of, or arbitration in, Wilmington, Delaware, and may be served with legal process within the State of Delaware or in any group other manner provided by Law. In the event a court of Persons acting competent jurisdiction or arbitrator determines that a Seller Party violated any of the Restrictive Covenants the Seller Parties shall reimburse the Buyer (and/or other applicable member(s) of the NFP Group, as the case may be) for all costs and expenses (including attorneys’ fees) incurred by the Buyer and/or such other member(s) of the NFP Group in concertconnection with any legal proceeding (including arbitration) to enforce the Restrictive Covenant Agreement or to obtain any associated relief and collect any judgment related thereto. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE. In any circumstances where one or more members of the NFP Group have rights hereunder as third party beneficiaries or otherwise, such members may also elect to participate in any arbitration or court action hereunder.

Governing Law; Resolution of Disputes. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of New YorkYork without regard to conflict of law provisions. The Employee hereby acknowledges that irreparable damage Placement Agent and the Company will occur in the event that Sections 7 and 8 attempt to settle any claim or controversy arising out of this Agreement are not performed through consultation and negotiation in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court good faith and a spirit of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any disputemutual cooperation. Should such efforts not attempts fail, then the dispute will be successful, such dispute shall be resolved mediated by binding arbitration, a mutually acceptable mediator to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered chosen by the arbitrator(s) Placement Agent and the Company within 15 days after written notice from either party demanding mediation. Neither party may be entered in any court having jurisdiction thereof. Each party shall bear his or its own unreasonably withhold consent to the selection of a mediator, and the parties will share the costs of the arbitration mediation equally. Any dispute which the parties cannot resolve through negotiation or litigationmediation within six months of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution, includingin which event each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the Southern District of New York, without limitation, attorneys' fees. Pending for the resolution adjudication of any arbitration dispute hereunder or court in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the Corporation shall continue payment jurisdiction of all amounts and benefits due any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the Employee under this Agreementvenue of such suit, action or proceeding is improper. Section 15. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change The use of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 mediation will not be construed under the Securities and Exchange Act doctrine of 1934latches, as amended, except that a person shall be deemed waiver or estoppel to affect adversely the rights of either party. Nothing in this paragraph will prevent either party from resorting to judicial proceedings if (a) good faith efforts to resolve the dispute under these procedures have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; been unsuccessful or (iiib) the Corporation conveys, transfers or leases all or substantially all of its assets interim relief from a court is necessary to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), (ii) or (iii) is Magten Asset Management Corp. or is an Affiliate of Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concertprevent serious and irreparable injury.

Governing Law; Resolution of Disputes. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of North Carolina applicable to contracts made and to be performed wholly therein without regard to conflict of laws provisions. (b) Subject to the State of New York. The Employee hereby acknowledges that irreparable damage will occur procedures set forth in Sections 6.1 through 6.3, all disputes between a Stockholder or an Indemnifying Stockholder, as the event that Sections 7 case may be, on the one hand, and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States Rational or any states having jurisdictionIndemnified Person, this being in addition to any on the other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of hand, arising under this Agreement, the parties agree that as including any agreement which is an exhibit hereto which does not explicitly contain a condition precedent dispute resolution provision, or in relation to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not be successful, such dispute matters contemplated hereby shall be resolved by binding arbitration, to be held in New York City arbitration in accordance with the rules and procedures regulations of the American Arbitration Association. (c) The arbitrators will be selected as follows: In the event the Parties involved in such dispute agree on one arbitrator, the arbitration will be conducted by such arbitrator. Judgment upon In the event the Parties involved in such dispute do not so agree, they will each select one independent, qualified arbitrator and the two arbitrators so selected will select the third arbitrator. In the event that there are three arbitrators conducting the arbitration, such arbitrators will act by majority vote. (d) Arbitration will take place at Raleigh, North Carolina, or any other location mutually agreeable to the Parties involved in such dispute. At the request of any Party involved in such dispute, arbitration proceedings will be conducted on a confidential basis; in such case all documents, testimony and records will be received, heard and maintained by the arbitrators in secrecy under seal, available for the inspection only of the Parties involved in such dispute and their respective attorneys and their respective experts who will agree in advance and in writing to receive all such information confidentially and to maintain such information in secrecy until such information will become generally known. The arbitrator(s) will be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a temporary or a permanent injunction, and will also be able to award damages. The decree or judgment of an award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. Each Except as the arbitrator(s) shall otherwise decide is fair and reasonable and except as set forth in Section 6, each party shall will bear his or its own costs attorneys' fees and expenses in connection with such proceeding and will bear one-half of the arbitration or litigation, including, without limitation, attorneys' fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts fees and benefits due the Employee under this Agreement. Section 15. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority expenses of the aggregate Voting Stock of the Corporation; (iiarbitrator(s) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior relating to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), (ii) or (iii) is Magten Asset Management Corp. or is an Affiliate of Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concertproceeding.

Governing Law; Resolution of Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not be successful, such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' attorneys fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 1516. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), (ii) or (iii) is Magten Asset Management Corp. or is an Affiliate of Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concert.

Governing Law; Resolution of Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not be successful, such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' attorneys fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 1519. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the aggregate Voting Stock of the Corporation; or (ii) the Corporation consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its assets to any Person, or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i), ) or (ii) or (iii) is Magten Asset Management Corp. Apollo Apparel Partners, L.P. or is an Affiliate of Magten Asset Management Corp. Apollo Apparel Partners, L.P. "PersonVoting Stock" shall mean securities of any class or classes (or equivalent interests) of any entity, if the holders of the securities of such class or classes (or equivalent interests) are ordinarily, in the absence of contingencies, entitled to vote for the election of the directors (or natural persons or entities performing similar functions) of such entity, even though the right to so vote has been suspended by the happening of such a contingency. "Control" shall mean the power to direct the affairs of any person, firm, corporation, partnership or other legal entity by reason of ownership of voting stock, by contract or otherwise. Person shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concert.