Governing Law and Miscellaneous. The law of the State of New York shall govern this letter agreement without giving effect to its conflict of law principles. Should a court of competent jurisdiction find that any provision of this letter agreement is void, voidable, illegal, or unenforceable, no other provision shall be affected thereby and the balance shall be interpreted in a manner that gives effect to the intent of the parties. The parties agree that the normal rule of construction that holds that all ambiguities are construed against the drafting party will not apply to the interpretation of this letter agreement. You and Nasdaq acknowledge that this, along with the release attached as Exhibit A, and any award agreements you entered into under the Equity Plan, is our entire agreement. We further acknowledge that the headings in this letter agreement are for convenience only and have no bearing on the meaning of this letter agreement. This letter, effective as of March 23, 2005, supercedes all prior agreements between the parties with respect to the subject matter contained herein. Please sign and date this letter agreement and return the signed copy to: Xxxxxxxx Xxxxxxx, Xxx Xxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Sincerely, /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President & Chief Executive Officer Agreed and Acknowledged: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx 5/5/05 Date EXHIBIT A GENERAL EXECUTIVE RELEASE AND WAIVER Reference is made to that certain Change in Control Severance Agreement (the “CIC Agreement”) entered into as of March 23, 2005, by and between The Nasdaq Stock Market, Inc. (“Nasdaq”) and you. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the CIC Agreement. FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the CIC Agreement (which is incorporated herein by reference as if set forth fully herein and made a part hereof), the receipt, sufficiency and adequacy of which is hereby acknowledged by your signature below, you agree as follows:
Governing Law and Miscellaneous. Any dispute between the parties must be resolved pursuant to the claims procedures and other processes articulated in the Plan. This Agreement is governed by ERISA and, to the extent applicable, the laws of the State of California, without reference to the conflict of law provisions thereof. Should a court of competent jurisdiction find that any provision of this Agreement is void, voidable, illegal, or unenforceable, no other provision shall be affected thereby and the balance shall be interpreted in a manner that gives effect to the intent of the parties. The parties agree that the normal rule of construction that holds that all ambiguities are construed against the drafting party will not apply to the interpretation of this Agreement. You and SureWest acknowledge that this, along with the release attached as Exhibit A, and any award agreements you entered into under any SureWest equity compensation plan, is our entire agreement. You and SureWest further acknowledge that the headings in this Agreement are for convenience only and have no bearing on the meaning of this Agreement.
Governing Law and Miscellaneous. The law of the State of California shall govern this Agreement without given effect to its conflict of law principles. Should a court of competent jurisdiction find that any provision of this Agreement is void, voidable, illegal, or unenforceable, no other provision shall be affected thereby and the balance shall be interpreted in a manner that gives effect to the intent of the parties. The parties agree that the normal rule of construction that holds that all ambiguities are construed against the drafting party will not apply to the interpretation of this Agreement. You and SureWest acknowledge that this, along with the release attached as Exhibit A, and any award agreements you entered into under the Equity Plan, is our entire agreement. We further acknowledge that the headings in this Agreement are for convenience only and have no bearing on the meaning of this Agreement.
Governing Law and Miscellaneous. 15.1. The Affiliate shall be responsible for the payment of all attorney fees, taxes and other expenses incurred by participating in the Affiliate Program to enforce the terms of this Agreement.
Governing Law and Miscellaneous. 14.1. The laws of the Australian Capital Territory of Australia apply to this Agreement and Terms of Use, and the courts of the Australian Capital Territory have non-exclusive jurisdiction in relation to any proceedings.
Governing Law and Miscellaneous. If you acquired the SOFTWARE in Germany, the laws of the Federative Republic of Germany will apply to this contract. If you acquired this SOFTWARE outside of Germany, then local law may apply. This License Agreement remains instate, should any of its parts or terms be legally inapplicable. This is to be ruled by the governing court and the non-applying terms substituted by most appropriate to maintain their best commercial purpose.
Governing Law and Miscellaneous. This Membership Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of Rhode Island (exclusive of the choice of law rules thereof). The Club reserves the right to interpret the terms and condition of this Membership Agreement, and the application thereof, in its sole and absolute discretion. This Membership Agreement and all documents incorporated by reference constitute the entire agreement between the Club and you with respect to the Club. Sections 9, 10, 13, 15-17 and 21 hereof shall survive termination of this Membership Agreement for any reason. No amendment to this Agreement by you will be binding unless in writing signed by an authorized representative of the Club. If you are accepting this Membership Agreement as a couple (as evidenced by the information associated with your membership number or the information submitted on your membership application), by clicking the “I Accept this Agreement” box below you hereby represent that you are accepting this Agreement on your own behalf and have been duly authorized by the non-clicking individual to accept the terms of this Agreement as his/her agent and both individuals constituting such couple shall be deemed to have agreed to all terms and conditions of this Agreement.
Governing Law and Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of California, without giving effect to its principles of conflicts of law, except that MSB may bring action in any federal court of the United States of America to protect its proprietary and intellectual property rights in the Software. You acknowledge that a breach of ownership and use restrictions under the Agreement may, as determined by a court of competent jurisdiction, result in irreparable and continuing damage to MSB for which monetary damages will not be sufficient, and agrees that MSB will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or other equitable relief without the necessity of posting a bond or proving actual damages, and such further relief as may be proper from a court of competent jurisdiction. The Agreement is not and will not be subject to the Uniform Computer Information Transactions Act (prepared by the National Conference of Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The failure of either party to enforce any right available hereunder shall not be deemed a waiver thereof. You may not assign this Agreement or delegate your obligations hereunder without the prior written consent of MSB. Paragraph headings are for convenience only and are not a part of this Agreement. Webcetera, L.P. d/b/a EZLynx shall be an intended third-party beneficiary with rights of enforcement under this Agreement.
Governing Law and Miscellaneous. Unless expressly provided otherwise in this Note, federal law and the laws of the state of New Jersey, as applicable, govern this Note. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No amendment of this Note will be valid unless in writing and signed by both us and you. This Note represents the entire agreement between you and us regarding your loan.
Governing Law and Miscellaneous. This Agreement is being executed in the State of Ohio and its validity, effect, and performance shall be governed by the laws of Ohio. The parties submit to the exclusive jurisdiction of the Courts of Summit County, Ohio to adjudicate any issues arising hereunder. This Agreement may be executed in multiple counterparts each of which when so executed and delivered, via mail or facsimile, is an original, and all such counterparts together constitute but one and the same agreement. Further, electronically generated or facsimile copies of a party’s signature will have the same force and effect as an original signature.
