Common use of Entire Agreement; Severability; Modification Clause in Contracts

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I sets forth the entire agreement between the Participant and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant previously executed an Award Agreement with an Appendix I or other schedule containing similar provisions, this Appendix I shall supersede such agreement. In the event of conflict between this Appendix I and any prior agreement between the Participant and the Company with respect to the subject matter hereof, this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of any provision of this Appendix I by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the Participant’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted as if such change had not been made. This Appendix I may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant and the Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the Participant’s relationship with the Company shall operate to extinguish the Participant’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I sets forth the entire agreement between the Participant Award Recipient and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant previously executed an Award Agreement with an Appendix I or other schedule containing similar provisionsProvided, however, this Appendix I shall not terminate or supersede such agreementany obligations the Award Recipient may have pursuant to any other agreement or under applicable law with respect to confidentiality, non-competition, non-solicitation, assignment of rights to intellectual property or the like. Moreover, for the avoidance of doubt, nothing in this Agreement is intended or shall be construed to affect in any way rights and obligations arising pursuant to the Management Stockholders’ Agreement. In the event of conflict between this Appendix I and any prior agreement between the Participant Award Recipient and the Company with respect to the subject matter hereof, this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of any provision of this Appendix I by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the ParticipantAward Recipient’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted as if such change had not been made. This Appendix I may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant Award Recipient and an expressly authorized officer of the Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the ParticipantAward Recipient’s Employment relationship with the Company shall operate to extinguish the ParticipantAward Recipient’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I sets forth the entire agreement between the Participant Award Recipient and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant Award Recipient previously executed an Award Agreement with an Appendix I or other schedule containing similar provisions, this Appendix I shall supersede such agreement. In the event of conflict between this Appendix I and any prior agreement between the Participant Award Recipient and the Company with respect to the subject matter hereof, this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of any provision of this Appendix I by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the ParticipantAward Recipient’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted as if such change had not been made. This Appendix I may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant Award Recipient and the Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the ParticipantAward Recipient’s relationship with the Company shall operate to extinguish the ParticipantAward Recipient’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereofof this letter agreement, this Appendix I sets forth the entire agreement between the Participant Award Recipient and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant previously executed an Award Agreement with an Appendix I or other schedule containing similar provisionsProvided, however, this Appendix I shall not terminate or supersede such agreementany obligations the Award Recipient may have pursuant to any other agreement or under applicable law with respect to confidentiality, non-competition, non-solicitation, assignment of rights to intellectual property or the like. In the event of conflict between this Appendix I and any prior agreement between the Participant Award Recipient and the Company with respect to the subject matter hereofhereof relating to the Award Recipient's employment by the Company, this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of any provision of this Appendix I by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the Participant’s Award Recipient's obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted as if such change had not been made. This Appendix I may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant Award Recipient and an expressly authorized officer of the Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the Participant’s Award Recipient's employment relationship with the Company shall operate to extinguish the Participant’s Award Recipient's obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I Schedule A sets forth the entire agreement between the Participant and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If Provided, however, this Schedule A shall not terminate or supersede any obligations the Participant previously executed an Award Agreement may have pursuant to any other agreement or under applicable law with an Appendix I respect to confidentiality, non-competition, non-solicitation, assignment of rights to intellectual property or other schedule containing similar provisions, this Appendix I shall supersede such agreementthe like. In the event of conflict between this Appendix I Schedule A and any prior agreement between the Participant and the Company with respect to the subject matter hereof, this Appendix I Schedule A shall govern. The provisions of this Appendix I Schedule A are severable, and no breach of any provision of this Appendix I Schedule A by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the Participant’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I Schedule A shall be of any force or effect, and this Appendix I Schedule A shall be interpreted as if such change had not been made. This Appendix I Schedule A may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant and an expressly authorized officer of the Company’s General Counsel. If any provision of this Appendix I Schedule A should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I Schedule A shall survive any termination if so provided in this Appendix I Schedule A or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the Participant’s employment relationship with the Company shall operate to extinguish the Participant’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I Schedule A be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I II sets forth the entire agreement between the Participant Award Recipient and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant Award Recipient previously executed an Award Agreement with an Appendix I II or other schedule containing similar provisions, this Appendix I II shall supersede such agreement. In the event of conflict between this Appendix I II and any prior agreement between the Participant Award Recipient and the Company with respect to the subject matter hereof, this Appendix I II shall govern. The provisions of this Appendix I II are severable, and no breach of any provision of this Appendix I II by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the ParticipantAward Recipient’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I II shall be of any force or effect, and this Appendix I II shall be interpreted as if such change had not been made. This Appendix I II may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant Award Recipient and the Company’s General Counsel. If any provision of this Appendix I II should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I II shall survive any termination if so provided in this Appendix I II or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the ParticipantAward Recipient’s relationship with the Company shall operate to extinguish the ParticipantAward Recipient’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I II be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I Schedule A sets forth the entire agreement between the Participant and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If Provided, however, this Schedule A shall not terminate or supersede any obligations the Participant previously executed an Award Agreement may have pursuant to any other agreement or under applicable law with an Appendix I respect to confidentiality, non-competition, non-solicitation, assignment of rights to intellectual property or other schedule containing similar provisions, this Appendix I shall supersede such agreementthe like. In the event of conflict between this Appendix I Schedule A and any prior agreement between the Participant and the Company with respect to the subject matter hereof, this Appendix I Schedule A shall govern. The provisions of this Appendix I Schedule A are severable, and no breach of any provision of this Appendix I Schedule A by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the Participant’s 's obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I Schedule A shall be of any force or effect, and this Appendix I Schedule A shall be interpreted as if such change had not been made. This Appendix I Schedule A may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant and an expressly authorized officer of the Company’s General Counsel. If any provision of this Appendix I Schedule A should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I Schedule A shall survive any termination if so provided in this Appendix I Schedule A or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the Participant’s 's employment relationship with the Company shall operate to extinguish the Participant’s 's obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I Schedule A be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I II sets forth the entire agreement between the Participant and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant previously executed an Award Agreement with an Appendix I II or other schedule agreement containing similar provisions, this Appendix I II shall supersede such agreementprior Appendix II or agreement or other agreement containing similar provisions. In the event of conflict between this Appendix I II and any prior agreement agreement, including any prior Appendix II annexed to an Award Agreement between the Participant and the Company with respect to the subject matter hereof, this Appendix I II shall govern. The provisions of this Appendix I II are severable, and no breach of any provision of this Appendix I II by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the Participant’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I II shall be of any force or effect, and this Appendix I II shall be interpreted as if such change had not been made. This Appendix I II may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant and the Company’s General Counsel. If any provision of this Appendix I II should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I II shall survive any termination if so provided in this Appendix I II or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the Participant’s relationship with the Company shall operate to extinguish the Participant’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I II be executed.

Entire Agreement; Severability; Modification. With respect to the subject matter hereof, this Appendix I sets forth the entire agreement between the Participant Optionee and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. If the Participant previously executed an Award Agreement with an Appendix I or other schedule containing similar provisionsProvided, however, this Appendix I shall not terminate or supersede such agreementany obligations the Optionee may have pursuant to any other agreement or under applicable law with respect to confidentiality, non-competition, non-solicitation, assignment of rights to intellectual property or the like. Moreover, for the avoidance of doubt, nothing in this Agreement is intended or shall be construed to affect in any way rights and obligations arising pursuant to the Management Stockholders’ Agreement. In the event of conflict between this Appendix I and any prior agreement between the Participant Optionee and the Company with respect to the subject matter hereof, this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of any provision of this Appendix I by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the ParticipantOptionee’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted as if such change had not been made. This Appendix I may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant Optionee and an expressly authorized officer of the Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the ParticipantOptionee’s employment relationship with the Company shall operate to extinguish the ParticipantOptionee’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I be executed.