Common use of Governing Law and Miscellaneous Clause in Contracts

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. 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 Xxxx X. Xxxxxx Xxxx X. Xxxxxx 5/2/05 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. The law of the State of New York Maryland 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 Target 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 to the Company at 000 Xxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxx, Xxx XxxxXxxxxxxxx, XX Xxxxxxxx 00000. SincerelyVery truly yours, /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx President & Chief Executive Officer Agreed and AcknowledgedAGREED AND ACKNOWLEDGED: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx 5/5/05 Date EXHIBIT Xxxxxx X. Xxxxxx September 17, 2007 Exhibit A GENERAL EXECUTIVE RELEASE AND WAIVER Reference is made to that certain Change letter agreement dated September 17, 2007 by and between Target Logistics, Inc., a Delaware corporation (“Target”), and the undersigned with respect to the terms of severance payments upon a change in Control Severance Agreement control of Target (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 CONSIDERATIONFor 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 are hereby acknowledged by your signature below, you agree the undersigned agrees as follows:

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 NASDAQ OMX 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. agreement This letter, effective as of March 23December 31, 20052008, 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 XxxxxxxOffice of General Counsel, Xxx Xxxxxxx Xxxxx, 00xx Xxxxx, Xxx 0000 Xxxxxxxxx Xxxx, XX 00000Rockville, MD 20850. Sincerely, /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President & Chief Executive Officer Agreed and Acknowledged: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx 5/5/05 [Executive] Date EXHIBIT 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 23December 31, 20052008, by and between The Nasdaq Stock MarketNASDAQ OMX Group, Inc. (“NasdaqNASDAQ OMX”) 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 This Agreement shall be governed by and construed in accordance with Ohio law of the State of New York shall govern this letter agreement without giving effect to its the principles of conflict of law principleslaws thereof. Should a court No waiver of competent jurisdiction find that any provision of this letter agreement is void, voidable, illegalAgreement, or unenforceableany rights or obligations of any Party hereunder, no other shall be effective unless in writing and executed by the Party waiving compliance, and such waiver shall be effective only in the specific instance, and for the specific purpose, stated in such writing. Failure of either Party to insist on performance of any term or condition of this Agreement or to exercise any right or privilege hereunder shall not be construed as a continuing or future waiver of such term, condition, right or privilege. If any provision of this Agreement is held invalid, such provision shall be affected thereby deemed severed and the balance remaining provisions shall remain in full force and effect. Notices under this Agreement shall be interpreted in a manner that gives effect writing, sent to the intent Parties’ principal points of contact as identified on the Cover Page, will be effective when received and shall be sent by facsimile, email (provided the Party providing such notice shall request a confirmation of the partiesrecipient’s receipt and reading of such message), certified or registered mail, return receipt requested, or by overnight courier. This Agreement may be executed in counterparts, each of which together shall constitute one and the same agreement. Signed facsimile or .PDF copies of this Agreement and any other document referenced herein will legally bind the Parties to the same extent as originally executed documents. 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 terms contained in this letter agreement. You and Nasdaq acknowledge that this, along with the release attached as Exhibit A, Agreement and any award agreements you entered into under documents attached hereto and referenced herein or therein (in each case as amended from time to time) constitute 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 Parties with respect to the subject matter contained hereinhereof, superseding all prior and contemporaneous understandings, proposals and other communications, oral or written. Please sign This Agreement may only be modified by a writing signed by each of Parties. *****End of General Terms 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 Conditions***** COVID-19 Addendum This COVID-19 Addendum (the “CIC Addendum”), and the additional terms and conditions contained herein, is incorporated, in its entirety, in Partnership Agreement, 2020 Season (the “Agreement”). On March 11, 2020, the World Health Organization declared the novel coronavirus (COVID-19) entered into as outbreak a global pandemic. COVID-19 is highly contagious and is believed to be spread most commonly from person-to-person contact. As a result, state and local governments have taken various preventative measures to limit the transmission of March 23COVID-19, 2005which have, by and between The Nasdaq Stock Marketat times, Inc. (“Nasdaq”) and you. Capitalized terms not defined herein shall have the meaning ascribed to such terms resulted in the CIC Agreementcancellation and/or postponement of certain activities. FOR GOOD AND VALUABLE CONSIDERATIONThis included the Frontier League’s decision to cancel the 2020 baseball season. Do to the uncertainty of continued transmission of COVID-19 and, as set forth in the CIC Agreement (which is incorporated herein by reference as if set forth fully herein a result, state and made a part hereof)local government’s continuation of preventative measures, the receipt, sufficiency following terms and adequacy of which is hereby acknowledged by your signature below, you agree as followsconditions apply to the Agreement:

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: 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 Xxxx X. Xxxxxx Xxxx X. Xxxxxx 3/22/05 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. The law of the State of New York Maryland 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 Target 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 to the Company at 000 Xxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxx, Xxx XxxxXxxxxxxxx, XX Xxxxxxxx 00000. SincerelyVery truly yours, /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President & Chief Executive Officer Agreed and AcknowledgedXxxxx Coventry Chairman, Compensation Committee AGREED AND ACKNOWLEDGED: /s/ Xxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx 5/5/05 Date September 17, 2007 EXHIBIT A GENERAL EXECUTIVE RELEASE AND WAIVER Reference is made to that certain Change letter agreement dated September 17, 2007 by and between Target Logistics, Inc., a Delaware corporation (“Target”), and the undersigned with respect to the terms of severance payments upon a change in Control Severance Agreement control of Target (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 CONSIDERATIONFor 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 are hereby acknowledged by your signature below, you agree the undersigned agrees as follows:

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: 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 3/18/05 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: