Cooperation Clause (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment.
Integration Clause Except for documents and instruments specifically referenced herein, this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan and all prior communications verbal or written between Borrower and Bank shall be of no further effect or evidentiary value.
Arbitration Clause All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.
Negotiation of Agreement Each of the parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties and this Agreement.
Negotiation of Disputes The parties hereto shall use their best efforts to settle any Dispute through negotiation before resorting to any other means of resolution. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to all parties. If, within a period of sixty (60) days after written notice of such Dispute has been served by either party on the other, the parties have not reached a negotiated solution, then upon further notice by either party, the Dispute shall be submitted to mediation administered by the AAA in accordance with the provisions of its Commercial Mediation Rules. The onus is on the complaining party to initiate each next step in this Procedure as provided below.
NON-COMPETITION CLAUSE The parties agree that during the term of employment and for a period of up to 12 months after the expiry of the agreed notice period (such 12-month period referred to as the "Restricted Period"), the Executive shall not be entitled to be employed by, directly or indirectly offer services to, start up, lead, be a board member in, have an ownership interest in, participate in or otherwise in any way engage in any business that directly or indirectly competes with the Company or the Group (the "Non-Competition Clause"). In case of summary dismissal, the Restricted Period commences on the date of the summary dismissal. The Company may at the request of the Executive, or at any other time, decide if and to what extent the Non-Competition Clause shall be invoked. The procedure in connection with such a decision shall comply with the mandatory provisions of Chapter 14 A in the WEA including the Company's obligation to provide the Executive with a written statement in this regards. If the Restricted Period is invoked for a shorter period of time, the Compensation to the Executive (see below) is reduced correspondingly. Should the Employer decide not to invoke the Non-Competition Clause, the Executive will not be entitled to such Compensation. If the Non-Competition Clause is invoked, the Executive shall receive compensation during the Restrictive Period equivalent to 100% of the Executive's annual remuneration up to 8 G ("G" means the Basic Amount in the National Insurance Scheme), and then, if applicable, 70% of the annual remuneration exceeding 8G ("Compensation"). The term "remuneration" is to be understood in line with Chapter 14 A in the WEA. The total amount of Compensation will not exceed 12 G. The Compensation is based on the Executive's remuneration the last 12 months preceding the time of the notice and is paid monthly on the Company's payroll date. The Compensation is not included in the basis for holiday pay or pension, and the Executive is not entitled to any bonus or other supplementary benefits from the Company during the period for payment of the Compensation. The Employer will carry out tax deduction and any other mandatory deductions in accordance with applicable law. The Compensation is paid monthly on the Company's payroll date. Deductions shall be made in the Compensation for any income or other remuneration (or similar) that the Executive receives from the Company or accrues from others in the Restricted Period limited to 50% of the Compensation. The Executive shall provide adequate information about the salary from any new employer during the application of the obligations set out herein. If the Executive does not comply with this requirement, the Company may withhold the Compensation until such information is received.
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
Negotiation In the event of any dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties shall attempt in good faith to resolve the matter within ten (10) days after the date of such notice (the “Notice Date”). Any disputes not resolved by good faith discussions shall be referred to senior executives of each party, who shall meet at a mutually acceptable time and location within thirty (30) days after the Notice Date and attempt to negotiate a settlement.
Mutual Negotiations This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.
No Negotiation Until such time, if any, as this Agreement is terminated pursuant to Section 9, Sellers will not, and will cause each Acquired Company and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in the Ordinary Course of Business) of any Acquired Company, or any of the capital stock of any Acquired Company, or any merger, consolidation, business combination, or similar transaction involving any Acquired Company.