Common use of Entire Agreement, Amendments, Waivers, Etc Clause in Contracts

Entire Agreement, Amendments, Waivers, Etc. No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by 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. This 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. 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. This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by the Company and its successors and assigns, by Parent and its successors and assigns and, 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 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 the Company under this Agreement, either contractually or as a matter of law. 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.

Entire Agreement, Amendments, Waivers, Etc. No (a)No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by 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. This Agreement (b)This Agreement, together with the documents referred to herein (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. Nothing (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. This (d)This Agreement shall inure to the benefit of and be enforceable by Executive and his Executive’s heirs, executors, administrators and legal representatives, representatives and by the Company and its successors Affiliates and assigns, by Parent and its successors and assigns and, with respect to Xxxxxxxxx 00, Xxxxxxx Xxxxxxxx and its their successors and assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable. Each of the The Company and Parent may assign its rights and/or delegate its obligations under this Agreement to any successor successor, whether by mergeroperation of law, consolidationagreement or otherwise (including, purchase of without limitation, any Person who acquires all or substantially all of its and its subsidiaries' assets, or otherwise; provided that such successor assumes all a substantial portion of the liabilities, obligations and duties business of the Company under this Agreement, either contractually and its Affiliates (whether direct or indirect and whether structured as a matter stock sale, asset sale, merger, recapitalization, consolidation or other transaction) and, in connection with any such delegation of lawits obligations hereunder shall be released from such obligations hereunder. If (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. 9.03

Entire Agreement, Amendments, Waivers, Etc. No amendment amendments or modification modifications of this Agreement shall be effective unless set forth in a writing signed by 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. This 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. 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. This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors, administrators and legal representatives, by the Company and its successors and assigns, by Parent and its successors and assigns and, 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 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 the Company under this Agreement, either contractually or as a matter of law. 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.