MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. The parties mutually agree to the following terms:
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Xx. Xxxxxxx as set forth in this Agreement, the parties to this Agreement mutually agree to the following terms: Consistent with its policies, Dow will acknowledge Xx. Xxxxxxx'x dates of employment with Dow, job title, and salary as the reference it will provide. In addition, Dow will provide Xx. Xxxxxxx with separate letters from its Chief Executive Officer and Chairman of the Board concerning Xx. Xxxxxxx'x contributions to Dow during his tenure as Corporate Vice President and General Counsel. The provisions of this Agreement are severable, and if any part of it, other than the release contained in subsection D (1), is found to be unenforceable, the remainder will remain fully valid and enforceable. If the release contained in subsection D (1) is invalidated, the whole Agreement will be null and void and any benefits paid under it will be promptly returned to Dow. Moreover, if any one or more of the protections against unfair competition specified in subsection(s) D (4) to D (5) above, shall be held by a Court or arbitrator charged with enforcing the same to be excessively broad as to duration, activity, or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law. This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against either party. Unless the context indicates otherwise, the term "or" shall be deemed to include the term "and" and the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Release. Except as otherwise specifically provided in this Agreement, this Agreement sets forth the entire agreement between the parties regarding the subject matter herein, and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter hereof and any other employment or severance agreements that may have been made by and between Xx. Xxxxxxx and Dow. This Agreement does not affect Xx. Xxxxxxx'x rights and obligations under any secrecy or confidentiality agreements that he has signed with Dow, or pursuant to Articles 1 through 7 and 9 through 10 of the standard Dow "Employee Agreement" he has signed with Dow, or under the various Dow employee benefit plans (except as specifically modified herein), w...
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Xxxxxxx and Xxxxxx, they mutually agree to the following terms:
1. Either party may enforce this Agreement in court if the other party breaches it. If a specific clause of this Agreement is found to be illegal or unenforceable, the remainder of this Agreement will not be affected by such ruling, and will remain in force. The parties agree that any action to enforce this Agreement will be filed in a Court of competent jurisdiction within Mecklenburg County, North Carolina.
2. The parties agree that execution of this Agreement by Xxxxxx fully resolves all wage, vacation pay, bonus, commission, premium payments of whatever nature, expense reimbursements, or any other sums concerning Xxxxxxx. The parties agree that no additional sums are owed by Xxxxxxx to Xxxxxx.
3. This Agreement is to be construed, interpreted, and enforced as a whole, in accordance with its fair meaning, and any rule requiring the construction of an agreement against its drafter shall not be applied in this case.
4. The terms contained in this Agreement constitute the entire agreement between the parties with respect to the subject matters hereof and supersede all prior negotiations and/or agreements relating thereto with the exception of any agreements concerning confidentiality, trade secrets, noncompetition, nonsolicitation, and/or binding arbitration, all of which such agreements shall remain in full force and effect and are hereby confirmed and ratified.
5. This Agreement may be entered into and executed in counterparts and when executed separately by each party shall be fully executed and binding as if each party had executed one agreement. Further, signatures may be by facsimile and such signatures are deemed to be original signatures.
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Employee and Team, they mutually agree to the following terms:
(1) Either party may enforce the Agreement in court if the other party breaches it.
(2) If a court or government agency finds any part illegal or refuses to enforce any part of the Agreement, the remainder of this Agreement will not be affected and will remain in force, with the specific exception that if the waiver and release of claims under Section C are found to be invalid or unenforceable, Employee agrees to return all amounts paid pursuant to this Agreement.
(3) Team does not admit violating any state, federal, or local laws by entering into this Agreement.
(4) This Agreement, the RSU Agreements, the PIINS Agreements, the Equity Plan, the Employee Obligations and the Reaffirmation Agreement to be signed on or after the Last Day of Employment contain the entire and only agreements between Team and Employee regarding Employee’s termination of employment.
(5) Other than those listed above, all oral or written promises or assurances that are not contained in the Agreement are waived, invalid, and unenforceable, other than any otherwise existing obligations of Employee under contract or under the law regarding duties of confidentiality, non-solicitation or non-competition, which shall remain in full force and effect, except as modified by this Agreement.
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Lindsay and SCANA, they mutually agree to the following terms:
(1) Either party may enforce this Agreement in court if the other party breaches it.
(2) This Agreement may be used in a subsequent proceeding to enforce its terms.
(3) The language of all parts of this Agreement shall be construed as a whole and according to its fair meaning, and not strictly for or against either party. It is expressly understood and agreed that any rule requiring construction of this Agreement against the drafter will not apply in any dispute involving the Agreement.
(4) SCANA does not admit and expressly denies violating any state, federal, or local laws by entering into this Agreement. Lindsay acknowledges that this Agreement and the consideration offered in it shall not be construed as an admission of any wrongdoing or liability on the part of SCANA.
(5) This Agreement contains the entire and only Agreement between Lindsay and SCANA. Both parties waive any oral or written promises or assurances that are not contained in, or expressly incorporated into, this Agreement. And, subject to Paragraph B(2) above, Lindsay will be entitled to all compensation and benefits to which he is entitled pursuant to the terms of any SCANA employee benefit plans in which he was vested while an employee of SCANA.
(6) This Agreement shall be binding upon and be for the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors, and assigns.
(7) This Agreement shall be governed by and construed in accordance with the law of the State of South Carolina.
(8) This Agreement was drafted with the intent to comply with the short-term deferral exemption from Section 409A of the Internal Revenue Code of 1986, as amended, and the provisions of the Agreement shall be interpreted in a manner consistent with that intent. However, Lindsay agrees that no person connected with SCANA or the Releases has made or hereby makes any representations, commitments, or guarantees that any specific tax treatment (including but not limited to federal, state and local tax treatment) will be applicable with respect to the amounts owed or paid under this Agreement. Lindsay is advised to consult with his own tax advisers to ensure any particular tax result under this Agreement and may not rely on SCANA, nor its officers, directors, agents or employees for tax advice.
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Employee and Team, they mutually agree to the following terms:
(1) Either party may enforce the Agreement in court if the other party breaches it or threatens to breach it.
(2) If a court or governmental agency finds any part illegal or refuses to enforce any part of the Agreement, the remainder of this Agreement will not be affected and will remain in force, with the specific exception that if the waiver and release of claims are found to be invalid or unenforceable, Employee agrees to return all amounts paid pursuant to this Agreement.
(3) Team does not admit violating any state, federal, or local laws by entering into this Agreement.
(4) This Agreement and the Reaffirmation to be signed on or after the Last Day of Employment contain the entire and only Agreement between Team and Employee regarding Employee’s transition duties and termination of employment. All oral or written promises or assurances that are not contained in the Agreement are waived, invalid, and unenforceable, other than any otherwise existing obligations of Employee under contract or under the law regarding duties of confidentiality, non-solicitation, or non-competition or fiduciary duties, which shall remain in full force and effect. This Agreement may not be modified except in a writing signed by Employee and an authorized officer of Team.
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the mutual promises made by the parties hereto, the parties mutually agree to the following additional terms:
A. This Release, and performance under its terms, shall be governed in all respects by the law of Florida without regard to its law concerning choice of laws.
B. By entering into this Release, Company and Releasor do not admit to violating any state, federal, or local laws, or to any wrongful conduct of any kind. Company and Releasor expressly deny any wrongdoing or violation of any law. This Agreement shall not be admissible as evidence of an admission of liability, wrongdoing or a violation of any law by Company (including Company’s agents or employees) or Releasor in any proceeding under any federal, state or local law.
C. Both parties waive any oral or written promises or assurances that are not contained in this Release, other than claims to vested pension benefits.
D. The provisions of this Release are severable. If any part of it is found to be unenforceable, all other provisions shall remain fully valid and enforceable.
E. This release shall bind Releasor’s heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors and assigns.
F. All paragraph headings are for reference purposes only and are not intended to alter the meaning or interpretation of any provision.
G. All of the rights of the Company and Releasor hereunder shall be cumulative and not alternative. A waiver or indulgence on the part of the Company or Releasor of any rights or entitlements hereunder shall not be construed as a waiver of any other rights or entitlements hereunder by either the Company or Releasor. In the event that a material breach occurs or that a material breach is alleged, the injured party shall give the breaching party written notice of their intention to terminate this Agreement. The notice shall specify the nature of the material breach and shall give the breaching party fifteen (15) days to cure such material breach. If the material breach is not cured within the time allowed, this Agreement shall automatically terminate without further notice and the injured party may pursue any and all legal remedies available.
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to the Company and me, we mutually agree to the following terms: Prepared for Xxxxx Xxxxxxxx
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Employee and Xxxxx, they mutually agree to the following terms:
(1) Either party may enforce this Agreement in court if the other party breaches it.
(2) This Agreement may be used in a subsequent proceeding to enforce its terms.
(3) The language of all parties of this Agreement shall be construed as a whole and according to its fair meaning, and not strictly for or against either party. It is expressly understood and agreed that any rule requiring construction of this Agreement against the drafter will not apply in any dispute involving the Agreement.
(4) Xxxxx does not admit violating any state, federal, or local laws by entering into this Agreement.
(5) The parties agree to the cancellation of the subscription agreement dated August 23, 1999 for 43,357 shares.
(6) This Agreement contains the entire and only Agreement between Xxxxx and Employee. Both parties waive any oral or written promises or assurances that are not contained in, or expressly incorporated into, this Agreement.
(7) If any provision of this Agreement is determined to be invalid or otherwise unenforceable, then that invalidity or unenforceability shall not affect any other provisions of this Agreement, which shall continue and remain in full force and effect. Page 4 of 7 Initials of the Parties
MISCELLANEOUS TERMS AGREED TO BY THE PARTIES. In exchange for the promises made by and to Xxxxxxx and Xxxxxxx, they mutually agree to the following terms: 1. Either party may enforce this Agreement in court if the other party breaches it. If a specific clause of this Agreement is found to be illegal or unenforceable, the remainder of this Agreement will not be affected by such ruling, and will remain in force. The parties agree that any action to enforce this Agreement will be filed in a Court of competent jurisdiction within Mecklenburg County, North Carolina. This Agreement shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina. The prevailing party in any litigation arising from this Agreement will be entitled to recover from the non-prevailing party its reasonable attorneys' fees and court costs, through appeal.
