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 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. 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. 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. 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.
15.2. The Affiliate agrees that the Group shall not be subject to or bound by any Affiliate insertion order unless signed by an authorised representative of the Company or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Affiliate Network "clicks through" or otherwise indicates its acceptance thereof.
15.3. The Affiliate may not assign all or any part of this Agreement without our prior written consent. The Company or any member of the Company Group may assign this Agreement at any time without notice to the Affiliate.
15.4. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the Parties hereto.
15.5. If any provision of this Agreement is held to be void, invalid or inoperative by any court or regulator or administrative body of competent jurisdiction, the remaining provisions of this Agreement shall remain in effect and the invalid portion of any provision shall be interpreted to as closely as possible to its original intent.
15.6. Each Party to this Agreement is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the Parties.
15.7. Without derogation to any other related clause included in this Agreement, any delay in exercising any rights hereunder shall not operate as a waiver of any such rights and no waiver of any default or breach or violation shall be deemed a continuing waiver or a waiver of any other breach or default.
15.8. All notices pertaining to this Agreement will be given by email, unless otherwise stated in this Agreement, as follows:
15.8.1. by the Company to the Affiliate at the email address provided by the Affiliate on the online Application/Registration Form (or as subsequently updated); and
15.8.2. by the Affiliate to the Company at xxxxxxx@x0xxxxx.xxx. Unless otherwise stated herein, any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
15.9. The Affiliate may not issue any press release or other communication to the public with res...
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.
14.2. Any delay or failure by the AMC in exercising any right under this Agreement and Terms of Use does not represent a waiver of that right.
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.
Governing Law and Miscellaneous. 6.1 This agreement shall be governed by and construed in accordance with the laws of Germany.
6.2 If any provision of this agreement is or should become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by such legally permissible provision which comes closest to the original sense and purpose of the parties behind the invalid or unenforceable provision.
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. 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. 19.1. The terms and conditions of this Agreement as well as any matters pertaining to this Agreement, including without limitation to matters of interpretation and/or disputes, shall be governed by the laws of St. Xxxxxxx and the Grenadines.
19.2. The Company and the Client irrevocably submit to the jurisdiction of the courts of St. Xxxxxxx and the Grenadines.
00.0. Xx case of any discrepancies between the text of the Agreement in English and its translation in any other language, the text of the Agreement in English as a whole shall prevail, as well as the English version/text of any other documentation or information published on the Website.
