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 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. Provided, however, this Appendix I shall not terminate or supersede any 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 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 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 Award Recipient and an expressly authorized officer of the Company. 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 Award Recipient’s Employment relationship with the Company shall operate to extinguish the 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 sets forth the entire agreement between the Award Recipient 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. Provided, howeverIf the Participant previously executed an Award Agreement with an Appendix I or other schedule containing similar provisions, this Appendix I shall not terminate or supersede any 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’ Agreementsuch agreement. In the event of conflict between this Appendix I and any prior agreement between the Award Recipient 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 Award RecipientParticipant’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 Award Recipient Participant 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 Award RecipientParticipant’s Employment relationship with the Company shall operate to extinguish the Award RecipientParticipant’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 II sets forth the entire agreement between the 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. Provided, howeverIf the Award Recipient previously executed an Award Agreement with an Appendix II or other schedule containing similar provisions, this Appendix I II shall not terminate or supersede any 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’ Agreementsuch agreement. In the event of conflict between this Appendix I II and any prior agreement between the 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 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 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 Award Recipient and an expressly authorized officer of 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 Award Recipient’s Employment relationship with the Company shall operate to extinguish the Award 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 Award Recipient 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. Provided, however, this Appendix I Schedule A shall not terminate or supersede any obligations the Award Recipient Participant 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 Schedule A and any prior agreement between the Award Recipient 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 Award RecipientParticipant’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 Award Recipient Participant and an expressly authorized officer of the Company. 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 Award RecipientParticipant’s Employment employment relationship with the Company shall operate to extinguish the Award RecipientParticipant’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 hereofof this letter agreement, this Appendix I sets forth the entire agreement between the 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. Provided, however, this Appendix I shall not terminate or supersede any 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 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 Award Recipient’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 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 Award Recipient and an expressly authorized officer of the Company. 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 Award Recipient’s Employment 's employment relationship with the Company shall operate to extinguish the Award Recipient’s '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 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. Provided, howeverIf the Award Recipient previously executed an Award Agreement with an Appendix I or other schedule containing similar provisions, this Appendix I shall not terminate or supersede any 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’ Agreementsuch agreement. In the event of conflict between this Appendix I and any prior agreement between the 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 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 Award Recipient and an expressly authorized officer of the Company’s General Counsel. If any provision of this Appendix I should, for Avaya Holdings Corp. – Proprietary and Confidential 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 Award Recipient’s Employment relationship with the Company shall operate to extinguish the 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 sets forth the entire agreement between the Award Recipient 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. Provided, however, this Appendix I shall not terminate or supersede any obligations the Award Recipient 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 Award Recipient 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 Award RecipientOptionee’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 Award Recipient Optionee and an expressly authorized officer of the Company. 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 Award RecipientOptionee’s Employment employment relationship with the Company shall operate to extinguish the Award RecipientOptionee’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 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. Provided, howeverIf the Award Recipient previously executed an Award Agreement with an Appendix I or other schedule containing similar provisions, this Appendix I shall not terminate or supersede any 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’ Agreementsuch agreement. In the event of conflict between this Appendix I and any prior agreement between the 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 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 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 Award Recipient’s Employment relationship with the Company shall operate to extinguish the 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 Award Recipient 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. Provided, however, this Appendix I Schedule A shall not terminate or supersede any obligations the Award Recipient Participant 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 Schedule A and any prior agreement between the Award Recipient 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 Award Recipient’s 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 Award Recipient Participant and an expressly authorized officer of the Company. 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 Award Recipient’s Employment Participant's employment relationship with the Company shall operate to extinguish the Award Recipient’s 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 Award Recipient 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. Provided, howeverIf the Participant previously executed an Award Agreement with an Appendix II or other agreement containing similar provisions, this Appendix I II shall not terminate supersede such prior Appendix II or supersede any obligations the Award Recipient may have pursuant to any agreement or 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’ Agreementcontaining 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 Award Recipient 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 Award RecipientParticipant’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 Award Recipient Participant and an expressly authorized officer of 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 Award RecipientParticipant’s Employment relationship with the Company shall operate to extinguish the Award RecipientParticipant’s obligations hereunder or require that a new agreement concerning the subject matter of this Appendix I II be executed.