Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period, provided that nothing herein shall preclude Employee from # serving on corporate, civic or charitable boards or committees listed on Exhibit A; # with advance notice to Employee’s Direct Managers of material involvements, participating (including as a board member) in educational, welfare, social, religious and civic organizations; and # with prior written approval of Employee’s Direct Managers for serving as a director of for profit entities, so long as such activities described in clauses (i), (ii) and (iii) do not, individually or in the aggregate, interfere or conflict with the performance of his duties or conflict with the business of Company or the Employee Guide or Code of Conduct.

Exclusive Remedy. If a termination of Executive’s employment with the Company (or any successor) occurs, the provisions of this Section 5 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company (or any successor) may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no severance or other benefits upon termination of employment other than those benefits expressly set forth in this Section 5.

Exclusive Forum. Except as permitted by Section 7(i)(ii) hereof, arbitration in the manner described in this Section 7(i) shall be the exclusive forum for any Arbitrable Dispute. Except as permitted by Section 7(i)(ii), should Executive or the Company attempt to resolve an Arbitrable Dispute by any method other than arbitration pursuant to this Section 7(i), the responding party shall be entitled to recover from the initiating party all damages, expenses, and attorneys’ fees incurred as a result of that breach.

Exclusive Remedy. The remedies provided for in this Article IX shall be the sole and exclusive remedies from and after the Applicable Closing Date and shall preclude the assertion by a Party of any other rights or the seeking of any and all other remedies of any kind whatsoever against the other Party for any claims based on this Agreement, except with respect to # fraud, # the indemnity rights of Crestwood and its Affiliates under Section 5.2(a), or (ii) the Parties’ right to seek specific performance pursuant to Section 10.7. In furtherance of the foregoing, Crestwood and CEGPS hereby waive, to the fullest extent permitted by applicable Law, any and all other rights, claims, and causes of action (including rights of contributions, if any) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any tort or breach of contract claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the other arising under or based upon any Law (including any such Law under or relating to environmental matters), common law, or otherwise.

Exclusive Work. Melamed agrees that during the Employment Period, she will work exclusively for RoxSan and will not provide services for any other entity that provides pharmacy services or pharmaceutical products. Melamed may during the Employment Period continue her existing involvement in an advisory or board capacity with non-competing organizations.

Jurisdiction. For the purposes of this Article 17, the Parties acknowledge their diversity (SGI having its principal place of business in the State of Washington and Unum having its principal place of business in the Commonwealth of Massachusetts), and except as provided in Section 18.11, agree to accept the jurisdiction of any United States District Court located in the State of New York for the purposes of enforcing or appealing any awards entered pursuant to this Article 17 and for enforcing this Agreements reflected in this Article 17 and agree not to commence any action, suit or proceeding related thereto except in such courts.

Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts in connection with any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, waives any objection to venue in the County of Norfolk, Commonwealth of Massachusetts, or such District, and agrees that service of any summons, complaint, notice or other process relating to such proceeding may be effected in the manner provided by clause (a) (ii) of Section 20.

Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement or any matter among the parties arising under or in connection with this Agreement (“Proceedings”), each party irrevocably: # submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and # waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

Jurisdiction. Each party, to the fullest extent permitted by applicable law, hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware and of any federal courts located in the State of Delaware for all purposes in connection with any action or proceeding that arises from or relates to this Agreement and hereby waives any right it may have to personal service of summons, complaint or other process in connection therewith and agrees that service may be made as set forth in [Section 18(f)] of this Agreement with respect to service of notices, and that service so made shall be as effective as if personally made in the State of Delaware. The parties hereto waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action or proceeding with respect to this Agreement in any jurisdiction set forth above. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

Jurisdiction. Any action arising out of, or relating to, any of the provisions of this Agreement may, at the election of the Company, be brought and prosecuted only in the courts of, or located in, the State of Florida, and in the event of such election, the Parties consent to the jurisdiction and venue of said courts.