Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party. (b) This Agreement, together with the documents referred to herein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive. (c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. (d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the Company may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, under this Agreement, either contractually or as a matter of law. (e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 5 contracts
Samples: Alternative Employment Agreement (American Seafoods Group LLC), Alternative Employment Agreement (American Seafoods Group LLC), Alternative Employment Agreement (American Seafoods Group LLC)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the documents referred to hereinherein (including, without limitation, the Change in Control Agreement), sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes and replaces all prior oral and written understandings and agreementsagreements with respect to the subject matter hereof and shall replace the terms and conditions of Executive’s previous employment agreement. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, representatives and by the Company and its Affiliates and their successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights and/or delegate its obligations under this Agreement to any successor successor, whether by operation of law, agreement or otherwise (including, without limitation, any Person who acquires all or a substantial portion of the business of the Company and its Affiliates, whether direct or indirect and whether structured as a stock sale, asset sale, merger, consolidationrecapitalization, purchase of all consolidation or substantially all other transaction) and, in connection with any such delegation of its and its subsidiaries’ assets, or otherwise, provided that obligations hereunder shall be released from such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, under this Agreement, either contractually or as a matter of lawhereunder.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because the time limit is too long, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because they are more extensive (whether as to geographic area, scope of business or otherwise) than necessary to protect the business and goodwill of the Company and/or any of its Affiliates, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding the geographic area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants.
Appears in 3 contracts
Samples: Employment Agreement (Azz Inc), Employment Agreement (Azz Inc), Employment Agreement (Azz Inc)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 3 contracts
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.), Employment Agreement (Somaxon Pharmaceuticals, Inc.), Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) . This Agreement, together with the documents referred to herein, Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) . This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP the Company and its successors and assigns, by Group Parent and its successors and assignsassigns and, and by the Company with respect to Xxxxxxxxx 00, Xxxxxxx Xxxxxxxx and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the Company and Parent may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ ' assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Company under this Agreement, either contractually or as a matter of law.
(e) . If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 2 contracts
Samples: Employment Agreement (ASG Consolidated LLC), Employment Agreement (ASG Consolidated LLC)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the documents referred to hereinherein (including, without limitation, the Change in Control Agreement), sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreementsagreements with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, representatives and by the Company and its Affiliates and their successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights and/or delegate its obligations under this Agreement to any successor successor, whether by operation of law, agreement or otherwise (including, without limitation, any Person who acquires all or a substantial portion of the business of the Company and its Affiliates (whether direct or indirect and whether structured as a stock sale, asset sale, merger, consolidationrecapitalization, purchase of all consolidation or substantially all other transaction) and, in connection with any such delegation of its and its subsidiaries’ assets, or otherwise, provided that obligations hereunder shall be released from such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, under this Agreement, either contractually or as a matter of lawhereunder.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because the time limit is too long, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because they are more extensive (whether as to geographic area, scope of business or otherwise) than necessary to protect the business and goodwill of the Company and/or any of its Affiliates, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding the geographic area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants.
Appears in 2 contracts
Samples: Employment Agreement (Azz Inc), Employment Agreement (Azz Inc)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Second Amended Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Second Amended Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Second Amended Agreement, together with the documents referred to hereinherein (including, without limitation, the Change in Control Agreement), sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes and replaces all prior oral and written understandings and agreementsagreements with respect to the subject matter hereof and shall replace the terms and conditions of Executive’s previous employment agreement. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Second Amended Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Second Amended Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Second Amended Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Second Amended Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, representatives and by the Company and its Affiliates and their successors and assigns. This Second Amended Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights and/or delegate its obligations under this Second Amended Agreement to any successor successor, whether by operation of law, agreement or otherwise (including, without limitation, any Person who acquires all or a substantial portion of the business of the Company and its Affiliates, whether direct or indirect and whether structured as a stock sale, asset sale, merger, consolidationrecapitalization, purchase of all consolidation or substantially all other transaction) and, in connection with any such delegation of its and its subsidiaries’ assets, or otherwise, provided that obligations hereunder shall be released from such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, under this Agreement, either contractually or as a matter of lawhereunder.
(e) If any provision of this Second Amended Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Second Amended Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Second Amended Agreement are declared to be severable. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because the time limit is too long, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because they are more extensive (whether as to geographic area, scope of business or otherwise) than necessary to protect the business and goodwill of the Company and/or any of its Affiliates, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding the geographic area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants.
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment amendments or modification modifications of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) . This Agreement, together with the documents referred to herein, Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) . This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP the Company and its successors and assigns, by Group Parent and its successors and assignsassigns and, and by the Company with respect to Xxxxxxxxx 00, Xxxxxxx Xxxxxxxx and its successors and assigns. This Agreement agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the Company and Parent may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ ' assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Company under this Agreement, either contractually or as a matter of law.
(e) . If any provision provisions of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the ASG, ASC and ExecutiveHyde. No waiver by either party the parties of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the documents referred to herein, Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive Hyde and his heirs, executors, administrators and legal representatives, by ASLP ASG and its successors and assigns, by Group and its successors and assigns, assigns and by the Company ASC and its successors and assigns. This Agreement and all rights hereunder are personal to Executive Hyde and shall not be assignable. Each of ASLP, Group ASG and the Company ASC may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group ASG or the Company, as the case may be, ASC under this Agreement, either contractually or as a matter of law.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement Termination (American Seafoods Group LLC)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Schedules hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive For the avoidance of doubt, the Prior Employment Agreement is hereby acknowledges superseded and agrees that except to the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement extent expressly provided herein no party thereto shall not apply to Executivehave any obligation thereunder.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group Employer and its successors and assigns, and by the Company Holdings and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the Company Employer may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ ' assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Employer under this Agreement, either contractually or as a matter of law.
(e) . If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. It is expressly understood and agreed that although Executive and Employer consider the restrictions contained in this Agreement to be reasonable, if a final determination is made by an arbitrator to whom the parties have assigned the matter or a court of competent jurisdiction that any such restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be reformed to apply as to such maximum time and to such maximum extent as such arbitrator or court may determine or indicate to be enforceable. Alternatively, if such arbitrator or court finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be reformed so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibit hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive's heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and ExecutiveExecutive (or with respect to any amendment or modification solely to Paragraph 28, the Parent). No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with any Exhibits hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements, including without limitation the Prior Employment Agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns (and with respect to Paragraph 16, affiliates and securityholders of the Company and their successors and assigns). This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to any successor and will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements, including, without limitation, the offer letter between the Company and Executive dated as of April 2, 2010. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with Schedules hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive For the avoidance of doubt, the Prior Employment Agreement is hereby acknowledges superseded and agrees that except to the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement extent expressly provided herein no party thereto shall not apply to Executivehave any obligation thereunder.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group Employer and its successors and assigns, and by the Company Holdings and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group Employer and the Company Holdings may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ ' assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Employer under this Agreement, either contractually or as a matter of law.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. It is expressly understood and agreed that although Executive and Employer consider the restrictions contained in this Agreement to be reasonable, if a final determination is made by an arbitrator to whom the parties have assigned the matter or a court of competent jurisdiction that any such restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be reformed to apply as to such maximum time and to such maximum extent as such arbitrator or court may determine or indicate to be enforceable. Alternatively, if such arbitrator or court finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be reformed so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, Agreement together with the Schedules hereto and the documents referred to hereinherein and therein, sets forth the entire understanding understanding, and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive For the avoidance of doubt, the Prior Employment Agreement is hereby acknowledges superseded and agrees that except to the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement extent expressly provided herein no party thereto shall not apply to Executivehave any obligation thereunder.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group Employer and its successors and assigns, and by the Company Holdings and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group Employer and the Company Holdings may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ ' assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Employer under this Agreement, either contractually or as a matter of law.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. It is expressly understood and agreed that although Executive and Employer consider the restrictions contained in this Agreement to be reasonable, if a final determination is made by an arbitrator to whom the parties have assigned the matter or a court of competent jurisdiction that any such restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be reformed to apply as to such maximum time and to such maximum extent as such arbitrator or court may determine or indicate to be enforceable. Alternatively, if such arbitrator or court finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be reformed so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Amended Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Amended Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Amended Agreement, together with the documents referred to hereinherein (including, without limitation, the Change in Control Agreement), sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes and replaces all prior oral and written understandings and agreementsagreements with respect to the subject matter hereof and shall replace the terms and conditions of Executive’s previous employment agreement. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Amended Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Amended Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Amended Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Amended Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, representatives and by the Company and its Affiliates and their successors and assigns. This Amended Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights and/or delegate its obligations under this Amended Agreement to any successor successor, whether by operation of law, agreement or otherwise (including, without limitation, any Person who acquires all or a substantial portion of the business of the Company and its Affiliates, whether direct or indirect and whether structured as a stock sale, asset sale, merger, consolidationrecapitalization, purchase of all consolidation or substantially all other transaction) and, in connection with any such delegation of its and its subsidiaries’ assets, or otherwise, provided that obligations hereunder shall be released from such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, under this Agreement, either contractually or as a matter of lawhereunder.
(e) If any provision of this Amended Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Amended Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Amended Agreement are declared to be severable. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because the time limit is too long, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because they are more extensive (whether as to geographic area, scope of business or otherwise) than necessary to protect the business and goodwill of the Company and/or any of its Affiliates, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding the geographic area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants.
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the documents referred to herein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits and Schedules hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP the Company and its successors and assigns, by Group Parent and its successors and assigns, and by the Company and its successors and assignssuccessors. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the Company and Parent may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Company under this Agreement, either contractually or as a matter of law.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and ExecutiveExecutive (or with respect to any amendment or modification solely to Paragraph 28, the Parent). No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with any Exhibits hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements, including without limitation the Prior Employment Agreement. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns (and with respect to Paragraph 16, affiliates and securityholders of the Company and their successors and assigns). This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to any successor and will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements, including, without limitation, the Prior Agreement. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits hereto and the documents referred to hereinherein and therein, and the background check consent forms executed by Executive and delivered to the Company prior to his commencement of employment, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements, including, without limitation, the offer letter between the Company and Executive dated as of June 30, 2008. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the documents referred to hereinherein (including, without limitation, the Executive Severance Plan and the Equity Plans), sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes and replaces all prior oral and written understandings and agreementsagreements with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive's heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, representatives and by the Company and its Affiliates and their successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights and/or delegate its obligations under this Agreement to any successor successor, whether by operation of law, agreement or otherwise (including, without limitation, any Person who acquires all or a substantial portion of the business of the Company and its Affiliates, whether direct or indirect and whether structured as a stock sale, asset sale, merger, consolidationrecapitalization, purchase of all consolidation or substantially all other transaction) and, in connection with any such delegation of its and its subsidiaries’ assets, or otherwise, provided that obligations hereunder shall be released from such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, under this Agreement, either contractually or as a matter of lawhereunder.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because the time limit is too long, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding, such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants contained in ARTICLE V or ARTICLE VI hereof because they are more extensive (whether as to geographic area, scope of business or otherwise) than necessary to protect the business, its trade secrets, proprietary business information, and goodwill of the Company and/or any of its Affiliates, it is expressly understood and agreed between Executive and the Company that for purposes of such proceeding the geographic area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants.
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits hereto and the documents referred to hereinherein and therein, and the background check consent forms executed by Executive and delivered to the Company prior to his or her commencement of employment, if any, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements, including, without limitation, the offer letter between the Company and Executive dated as of September , 2011. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, by ASLP and its successors and assigns, by Group and its successors and assigns, and by the Company and its successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the The Company may assign its rights under this Agreement to will require any successor (whether direct or indirect, by purchase, merger, consolidation, purchase of consolidation or otherwise) to all or substantially all of its and its subsidiaries’ assets, or otherwise, provided that such successor assumes all the business and/or assets of the liabilities, obligations and duties of ASLP, Group or the Company, as by operation of law or by agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the case may be, under this Agreement, either contractually or as a matter of lawsame manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
Appears in 1 contract
Samples: Employment Agreement (Somaxon Pharmaceuticals, Inc.)
Entire Agreement, Amendments, Waivers, Etc. (a) No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by Employer the Company and Executive. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Any waiver must be in writing and signed by the waiving party.
(b) This Agreement, together with the Exhibits and Schedules hereto and the documents referred to hereinherein and therein, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements. There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter hereof which are not expressly set forth herein, and no party hereto has been induced to enter into this Agreement, except by the agreements expressly contained herein. Executive hereby acknowledges and agrees that the provisions of paragraphs (a), (b) and (c) of Section 4.10 of the Asset Purchase Agreement shall not apply to Executive.
(c) Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements.
(d) This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by ASLP the Company and its successors and assigns, by Group Parent and its successors and assignsassigns and, and by the Company with respect to Paragraph 14, Centre Partners and its successors and assigns. This Agreement and all rights Agxxxxxxx xxx xxx xxxxts hereunder are personal to Executive and shall not be assignable. Each of ASLP, Group and the Company and Parent may assign its rights under this Agreement to any successor by merger, consolidation, purchase of all or substantially all of its and its subsidiaries’ ' assets, or otherwise, ; provided that such successor assumes all of the liabilities, obligations and duties of ASLP, Group or the Company, as the case may be, Company under this Agreement, either contractually or as a matter of law.
(e) If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or application of this Agreement that can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable.
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