Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent. 13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete. 13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided. 13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition). 13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Executive Employment Agreement (Bindview Development Corp), Executive Employment Agreement (Bindview Development Corp)
Other Provisions. 13.1 (a) This Agreement shall inure be interpreted and enforced in accordance with the laws of Delaware.
(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the benefit same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of and the existence of this Agreement.
(c) This Agreement shall not be binding upon (i) deemed an employment contract between the Company and its successors and assigns and (ii) the Executive Indemnitee, and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will Company shall not be assignable or delegable obligated to continue Indemnitee in whole or in part without the Company's prior written consentIndemnitee’s Official Capacity by reason of this Agreement.
13.2 The Executive represents and warrants (id) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in Upon a payment to Indemnitee under this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed subrogated to the Company's general counsel extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.
(e) No supplement, modification or chief executive officer at amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the Company's then-current Principal Operating Offices. Notices provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
(f) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedcontrary.
13.4 If the Executive Resigns for Good Reason because of (ig) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be, to the extent a Related Party or (ii) any other breach a Related Party’s property is subject to a Proceeding by reason of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)Indemnitee’s Official Capacity.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Indemnification Agreement (Titan Machinery Inc.), Indemnification Agreement (Titan Machinery Inc.)
Other Provisions. 13.1 (a) This Agreement shall inure be interpreted and enforced in accordance with the laws of Minnesota.
(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the benefit same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of and the existence of this Agreement.
(c) This Agreement shall not be binding upon (i) deemed an employment contract between the Company and its successors and assigns and (ii) the Executive Indemnitee, and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will Company shall not be assignable or delegable obligated to continue Indemnitee in whole or in part without the Company's prior written consentIndemnitee’s Official Capacity by reason of this Agreement.
13.2 The Executive represents and warrants (id) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in Upon a payment to Indemnitee under this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed subrogated to the Company's general counsel extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee must execute all documents and instruments required and must take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.
(e) No supplement, modification or chief executive officer at amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the Company's then-current Principal Operating Offices. Notices provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
(f) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedcontrary.
13.4 If the Executive Resigns for Good Reason because of (ig) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be, to the extent a Related Party or (ii) any other breach a Related Party’s property is subject to a Proceeding by reason of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)Indemnitee’s Official Capacity.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Indemnification Agreement (BIO-TECHNE Corp), Indemnification Agreement (Techne Corp /Mn/)
Other Provisions. 13.1 This Agreement The Escrow Agent may rely and shall inure be protected in acting or refraining from acting upon any written notice, instruction, request or other document furnished to it hereunder and believed by it, in good faith, to be genuine and to have been signed or presented by the benefit proper party or parties. The Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy or content of any such notice, instruction, request or other document or the genuineness and authorization of any signature or purported signature of any Interested Party thereon. The Escrow Agent shall not be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Executive's duties and responsibilities under this Agreement are Escrow Agent’s willful misconduct was the primary cause of a personal nature and will not be assignable or delegable in whole or in part without loss to an Interested Party. In the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation administration of this Agreement, are truthful the Escrow Agent may execute any of its powers and complete.
13.3 All notices perform its duties hereunder directly or through agents or attorneys and statements may, consult with respect counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. The Escrow Agent shall not be obligated to take any legal or other action hereunder which might in its reasonable judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification. Notwithstanding any term appearing in this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company contrary, in no instance shall the Escrow Agent be addressed required or obligated to distribute any of the Company's general counsel Escrow Fund (or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive take any other actions that may be delivered called for hereunder to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice be taken by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of Escrow Agent) sooner than two (2) Business Days after (i) it has received the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled applicable documents required under this Agreement in good form, or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement passage of the parties concerning applicable time period (or both, as applicable under the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision terms of this Agreement), or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without as the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictioncase may be.
Appears in 2 contracts
Samples: Escrow Agreement (Retalix LTD), Escrow Agreement (Retalix LTD)
Other Provisions. 13.1 This Agreement shall inure (a) The award of any benefit under the Plan may also be subject to other provisions (whether or not applicable to the benefit awarded to any other participant) as the Committee determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements, understandings or conditions as to the participant’s employment, requirements or inducements for continued ownership of common stock after exercise or vesting of benefits, or forfeiture of awards in the event of termination of employment shortly after exercise or vesting, or breach of noncompetition or confidentiality agreements following termination of employment, or effective as of January 1, 2008 cancellation of awards or benefits, reimbursement of compensation paid or reimbursement of gains realized, upon certain restatement of financial results.
(b) In the event any benefit under this Plan is granted to an employee who is employed or providing services outside the United States and be binding upon (i) who is not compensated from a payroll maintained in the Company and United States, the Committee may, in its successors and assigns and (ii) sole discretion, modify the Executive provisions of the Plan as they pertain to such individuals to comply with applicable law, regulation or accounting rules consistent with the purposes of the Plan and the Executive's heirs and legal representativesBoard of Directors or the Committee may, except that in its discretion, establish one or more sub-plans to reflect such modified provisions. All sub-plans adopted by the Executive's duties and responsibilities under this Agreement are of a personal nature and will not Committee shall be assignable or delegable in whole or in deemed to be part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the CompanyPlan, for information and/or documents, in connection with but each sub-plan shall apply only to Participants within the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful affected jurisdiction and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall not be addressed required to provide copies of any sub-plans to Participants in any jurisdiction which is not the Company's general counsel subject of such sub-plan.
(c) The Committee, in its sole discretion, may require a participant to have amounts or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may shares of common stock that otherwise would be paid or delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled participant as a result of the exercise or settlement of an award under the Plan credited to a deferred compensation or stock unit account established for the participant by the Committee on the Company’s books of account.
(d) Neither the Plan nor any award shall confer upon a participant any right with respect to continuing the participant’s employment with the Company; nor shall they interfere in any way with the participant’s right or the Company’s right to terminate such failure relationship at any time, with or breachwithout cause, including interest thereon at to the maximum non-usurious rate extent permitted by applicable laws and all reasonable legal fees any enforceable agreement between the employee and expenses the Company.
(e) No fractional Shares shall be issued or delivered pursuant to the Plan or any award, and the Committee, in its discretion, shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
(f) Payments and other costs incurred benefits received by a participant under an award made pursuant to the Plan shall not be deemed a part of a participant’s compensation for purposes of determining the participant’s benefits under any other employee benefit plans or arrangements provided by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promisesCompany or a Subsidiary, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If notwithstanding any provision of this Agreementsuch plan to the contrary, unless the Committee expressly provides otherwise in writing.
(g) The Committee may permit participants to defer the receipt of payments of awards pursuant to such rules, procedures or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application programs it may establish for purposes of this Agreement which can Plan. Notwithstanding any provision of the Plan to the contrary, to the extent that awards under the Plan are subject to the provisions of Section 409A of the Code, then the Plan as applied to those amounts shall be given effect without the invalid or unenforceable provision or application interpreted and will not invalidate or render unenforceable administered so that it is consistent with such provision or application in any other jurisdictionCode section.
Appears in 2 contracts
Samples: Legacy Incentive Plan (Motorola Mobility Holdings, Inc), Legacy Incentive Plan (Motorola Mobility Holdings, Inc)
Other Provisions. 13.1 This (a) The Participant understands and agrees that payments under this Agreement shall inure not be used for, or in the determination of, any other payment or benefit under any continuing agreement, plan, policy, practice or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans.
(b) The Participant agrees and understands that stock certificates (or other indicia of ownership) issued may be held as collateral for monies he/she owes to Company or any of its parents, affiliated or subsidiary companies or their vendor(s) contracted to provide business tools or services for use by Participant in his or her employment, including but not limited to personal loan(s), Company credit card debt, relocation repayment obligations or benefits from any plan that provides for pre-paid educational assistance.
(c) Except as provided in Subparagraphs 5(b) through 5(f) above, in the event that the Participant’s employment with the Company or any of its parents, subsidiaries or Affiliates terminates prior to the benefit Maturity Date, RSUs subject to this Agreement and any right to Shares issuable thereunder shall be forfeited.
(d) The Participant acknowledges that this Award and similar awards are made on a selective basis and are, therefore, to be kept confidential.
(e) RSUs, Shares, and Participant’s interest in RSUs and Shares, may not be sold, assigned, transferred, pledged or otherwise disposed of and be binding upon or encumbered at any time prior to both (i) the Participant’s becoming entitled to payment of Shares and (ii) payment of Shares under this Agreement.
(f) If the Participant at any time forfeits any or all of the RSUs pursuant to this Agreement, the Participant agrees that all of the Participant’s rights to and interest in such RSUs and in Shares issuable thereunder shall terminate upon forfeiture without payment of consideration.
(g) The Committee shall determine whether an event has occurred resulting in the forfeiture of the RSUs and any Shares issuable thereunder in accordance with this Agreement, and all determinations of the Committee shall be final and conclusive.
(h) With respect to the right to receive payment of Shares under this Agreement, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.
(i) The obligations of the Company under this Agreement are unfunded and its successors unsecured. Each Participant shall have the status of a general creditor of the Company with respect to amounts due, if any, under this Agreement.
(j) The parties to this Agreement intend that this Agreement meet the requirements of Section 409A of the Code and assigns recognize that it may be necessary to modify this Agreement and/or the Plan to reflect guidance under Section 409A of the Code issued by the Internal Revenue Service. Participant agrees that the Committee shall have sole discretion in determining (i) whether any such modification is desirable or appropriate and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are terms of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentany such modification.
13.2 (k) The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect Participant shall become a party to this Agreement must be by accepting the Award either electronically or in writing and shall be delivered by certified mail return receipt requested; hand delivery in accordance with written acknowledgment procedures of receipt; the Committee, its delegates or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedagents.
13.4 If the Executive Resigns for Good Reason because of (il) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under Nothing in this Agreement or (ii) the Plan shall interfere with or limit in any other breach way the right of this Agreement by Company, then the Company shall pay all amounts and damages or an Affiliate to which terminate the Executive may be entitled as a result of such failure Participant’s employment or breachservice at any time, including interest thereon at nor confer upon the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by Participant the Executive right to enforce continue in the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement employ of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this AgreementCompany and/or Affiliate.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Performance Based Restricted Stock Unit Agreement (Williams Companies Inc), Performance Based Restricted Stock Unit Agreement (Williams Companies Inc)
Other Provisions. 13.1 This Agreement shall inure (a) The Participant does hereby warrant and represent to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except Lead Lender that the Executive's duties and responsibilities Participation Share purchased by the Participant hereunder has been purchased for its own account, for investment purposes in the ordinary course of its commercial banking business. Accordingly, the Participant shall not sell, pledge, assign or otherwise transfer, alienate or encumber all or any portion of its Participation Share or any of its rights or obligations under this Agreement are without the prior written consent of a personal nature and the Lead Lender, which consent will not be assignable unreasonably withheld or delegable delayed. In the event the Participant receives a bona fide offer to purchase all or a portion of the Participant’s Participation Share prior to Participant’s acceptance thereof, Lead Lender shall have the right of first refusal to repurchase the Participant’s Participation Share (or the amount of the Participant’s Participation Share which is the subject of said offer) at the same terms and conditions as such offer. In the event Lead Lender does not exercise its right of first refusal within ten (10) days, then Participant shall have the option, in whole or in part without its discretion, to accept the Company's prior written consentthird party offer. Notwithstanding the foregoing, the Participant shall be entitled to assign all of its right, title and interest to an affiliated entity, provided that the Participant continues to be obligated to perform its obligations hereunder and that any transferee takes such Participation Share subject to the rights of Lead Lender established herein.
13.2 The Executive represents and warrants (ib) that he has no obligationsLead Lender shall not pledge, contractual assign, sub-participate, or otherwiseotherwise transfer, inconsistent with the Executive's obligations set forth in its rights under this Agreement, and any Collateral Security, Mortgaged Property, or any portion of the Loans without procuring in advance the written consent of the Participant, which consent may be withheld in Participant’s discretion.
(iic) that all of his responses Nothing herein contained shall confer upon either party hereto any interest in or subject either party to any requestsliability for, by the assets or on behalf liabilities of the Companyother, for information except only as to the Loans.
(d) All notices shall be in writing and mailed to the respective parties at the addresses designated by the parties from time to time.
(e) The Lead Lender agrees that the proceeds of any Collateral Security or Mortgaged Property shall be applied first to the payment of the related Loan. Any excess proceeds may be applied by the Lead Lender to the payment of any other and/or documents, additional loans then owing to the Lead Lender that may be indirectly secured by such Collateral Security or Mortgaged Property as a result of the inclusion of “cross collateralization” provisions in the Loan Documents executed in connection with the Company's hiring Loans or the other loans. Furthermore, Lead Lender will exercise all rights of set off first to the payment of the Executive and/or with the negotiation of this Agreement, are truthful and completeLoans.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (First Chester County Corp), Merger Agreement (First Chester County Corp)
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Lenders and warrants the Administrative Agent on demand for all reasonable costs and expenses (iincluding, without limitation, reasonable attorneys’ fees) that he has no obligationsincurred by such parties in negotiating, contractual or otherwisedocumenting and consummating this Amendment, inconsistent with the Executive's obligations set forth in this Agreementother documents referred to herein, and the transactions contemplated hereby and thereby.
(iic) that all of his responses to any requestsTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, by or on behalf CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Companyamendments contained herein, for information and/or documents, in connection with the Company's hiring each of the Executive and/or with Borrower and Holdings hereby waives and releases each of the negotiation of this Agreement, are truthful Lenders and complete.
13.3 All notices the Administrative Agent from any and statements all known claims and defenses with respect to this the Credit Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to other Credit Documents and the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedtransactions contemplated thereby.
13.4 If (f) Each of the Executive Resigns for Good Reason because of (i) Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Company's failure Administrative Agent may from time to pay time reasonably request to carry out the Executive on a timely basis transactions contemplated by this Amendment, the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate Credit Documents and all reasonable legal fees other agreements executed and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)delivered in connection herewith.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises(g) THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, understandingsAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, representations, or warranties of any kind concerning those subjects except as expressly set forth in this AgreementA NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Air Transport Services Group, Inc.), Credit Agreement (Air Transport Services Group, Inc.)
Other Provisions. 13.1 (a) This Master Agreement shall and the Service Documentation constituting a part of this Master Agreement together with the Account Agreement constitute the entire agreement between Client and Bank with respect to the Services and supersedes and replaces any previously made proposals, representations, warranties or agreements, express or implied, either oral or in writing.
(b) Client may not assign this Master Agreement or any of Client’s rights hereunder without Bank’s prior written consent. Bank may not assign this Master Agreement without Client’s prior written consent, except that Bank may assign this Master Agreement, in whole or in part, without such consent to any of Bank’s Affiliates or in connection with the merger, consolidation, reorganization or acquisition of substantially all the assets of Bank. Any purported assignment of this Master Agreement by Client without Bank’s written consent is void.
(c) No party’s failure or delay in exercising any right or remedy under this Master Agreement will operate as a waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this Master Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.
(d) If a provision of this Master Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the other provisions of this Master Agreement will not be affected or impaired by such holding.
(e) This Master Agreement is binding upon and will inure to the benefit of the parties and be binding upon (i) the Company and its their respective successors and assigns permitted assigns. Except as explicitly provided herein, this Master Agreement is not for the benefit of any other person and no other person shall have any right against Client or Bank hereunder.
(iif) Where appropriate, terms defined in this Master Agreement in the Executive singular shall be deemed to include the plural and those defined in the Executive's heirs plural shall be deemed to include the singular.
(g) This Master Agreement may be executed in multiple counterparts with the same effect as if Client and legal representativesBank had executed the same document, except that the Executive's duties and responsibilities under this Agreement are all counterparts must be construed together as one instrument. Delivery of an executed counterpart by facsimile or other electronic means is effective as delivery of a personal nature manually signed counterpart.
(h) This Master Agreement is governed by and will must be construed in accordance with the laws of the State of Illinois, including the Uniform Commercial Code as in effect in the State of Illinois from time to time (the “UCC"). The parties acknowledge that certain provisions of the UCC contain provisions which by the express terms of the UCC may not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, varied by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning (a "Non-variable Obligation"). To the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If extent that any provision of this AgreementMaster Agreement purports to vary such Non-variable Obligation, or its application the parties acknowledge that their respective rights and obligations under this Master Agreement are subject to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionNon-variable Obligation.
Appears in 2 contracts
Samples: Treasury Services Master Agreement, Treasury Services Master Agreement
Other Provisions. 13.1 (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of one or more Enterprises, and the Company acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve and continuing to serve as a director or officer of one or more Enterprises.
(b) The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Constituent Documents, vote of its stockholders or disinterested directors or applicable law.
(c) This Agreement shall inure constitutes the entire agreement between the parties hereto with respect to the benefit subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s Constituent Documents and applicable law, and shall not be binding upon deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
(d) The indemnification and advancement of Expenses provided by or granted pursuant to this Agreement shall apply to Indemnitee’s service as a (i) director or officer of the Company and its successors and assigns prior to the date of this Agreement and (ii) director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise which Indemnitee served at the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf request of the Company, for information and/or documents, in connection with Company prior to the Company's hiring of the Executive and/or with the negotiation date of this Agreement, are truthful and complete.
13.3 All notices and statements with respect (e) Indemnitee agrees promptly to this Agreement must be notify the Company in writing and shall upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be delivered by certified mail return receipt requested; hand delivery with written acknowledgment subject to indemnification or advancement of receipt; or overnight courier with delivery-tracking capabilityExpenses covered hereunder. Notices The failure of Indemnitee to so notify the Company shall be addressed not relieve the Company of any obligation which it may have to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled Indemnitee under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)otherwise.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Indemnification Agreement (Enovation Controls, Inc.), Indemnification Agreement (Fairway Group Holdings Corp)
Other Provisions. 13.1 This The following provisions shall be applied wherever appropriate herein:
(a) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used;
(b) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural;
(c) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;
(d) all accounting terms not specifically defined herein shall be construed in accordance with IFRS;
(e) this Agreement shall inure be deemed to have been jointly drafted by the benefit parties and this Agreement shall not be construed against any party as the principal draftsperson hereof or thereof;
(f) any references herein to a particular Section, Article or Annex shall mean a Section or Article of, or an Annex to, this Agreement unless another agreement is specified;
(g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered references or citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions referenced or cited;
(h) the Annexes attached hereto are incorporated herein by reference and shall be considered part of and be binding upon this Agreement;
(i) the Company word “including” or any variation thereof shall mean including, without limitation;
(j) any definition of or reference to any Law, agreement, instrument or other document herein will be construed as referring to such Law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, and its successors any definition of or reference to any statute will be construed as referring also to any rules and assigns and regulations promulgated thereunder, and
(iik) the Executive and the Executive's heirs and legal representativesunless otherwise indicated, except that the Executive's duties and responsibilities under all amounts referred to in this Agreement are of a personal nature and will not be assignable or delegable expressed in whole or in part without the Company's prior written consentSoles.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Tender Offer Support Agreement (IG4 Capital Infrastructure Investments LP), Tender Offer Support Agreement (IG4 Capital Infrastructure Investments LP)
Other Provisions. 13.1 This (a) The Participant understands and agrees that payments under this Agreement shall inure not be used for, or in the determination of, any other payment or benefit under any continuing agreement, plan, policy, practice or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans.
(b) The Participant agrees and understands that, upon payment of Shares under this Agreement, stock certificates (or other indicia of ownership) issued may be held as collateral for monies he/she owes to Company or any of its Affiliates, including but not limited to personal loan(s) or Company credit card debt.
(c) RSUs, Shares and the Participant’s interest in RSUs and Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered at any time prior to the benefit Participant’s becoming entitled to payment of Shares under this Agreement.
(d) With respect to the right to receive payment of the Shares under this Agreement, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.
(e) The obligations of the Company under this Agreement are unfunded and unsecured. Each Participant shall have the status of a general creditor of the Company with respect to amounts due, if any, under this Agreement.
(f) The parties to this Agreement intend that this Agreement meet the applicable requirements of Section 409A of the Code and recognize that it may be binding upon necessary to modify this Agreement and/or the Plan to reflect guidance under Section 409A of the Code issued by the Internal Revenue Service. Participant agrees that the Board shall have sole discretion in determining (i) the Company and its successors and assigns whether any such modification is desirable or appropriate and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under terms of any such modification.
(g) The Participant shall become a party to this Agreement are of a personal nature and will not be assignable or delegable in whole by accepting the Award either electronically or in part without writing in accordance with procedures of the Company's prior written consentBoard, its delegates or agents.
13.2 The Executive represents and warrants (ih) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Nothing in this Agreement, and (ii) that all of his responses Agreement or the Plan shall confer upon the Participant the right to any requests, by or on behalf continue to serve as a director of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Williams Companies Inc), Restricted Stock Unit Agreement (Williams Companies Inc)
Other Provisions. 13.1 TRANSFER AND SUB-CONTRACTING This Framework Agreement shall inure is personal to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive Provider and the Executive's heirs and legal representativesProvider shall not assign, except novate or otherwise dispose of the Framework Agreement, any Call-Off Contract or any part thereof without the previous consent in writing of the Authority provided that the Executive's duties and responsibilities under Provider may, without the previous consent in writing of the Authority, assign this Framework Agreement are of a personal nature and will not be assignable or delegable in whole or in part without to any other operating company which at the Company's prior relevant time is its holding company or subsidiary or is a subsidiary of its holding company (as defined in section 736 of the Companies Xxx 0000 as amended). The Provider shall not SUB-CONTRACT ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS FRAMEWORK AGREEMENT OR ANY CALL-OFF CONTRACT WITHOUT THE PREVIOUS SPECIFIC WRITTEN CONSENT OF THE AUTHORITY. FOR THE AVOIDANCE OF DOUBT, THIS CLAUSE 36.2 SHALL NOT PRECLUDE THE PROVIDER FROM ENGAGING OR EMPLOYING TEMPORARY WORKERS WITHOUT THE PREVIOUS SPECIFIC CONSENT IN WRITING OF THE AUTHORITY IN ORDER TO FULFIL THE PROVIDER’S OBLIGATIONS UNDER THIS FRAMEWORK AGREEMENT OR ANY CALL-OFF CONTRACT. The Authority shall be entitled to: assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Contracting Authority; or novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that such assignment, novation or disposals shall not increase the burden of the Provider’s obligations under this Framework Agreement. VARIATIONS TO THIS FRAMEWORK AGREEMENT This Framework Agreement may not be varied except where the Authority notifies the Provider that it wishes to vary the terms of this Framework Agreement and provides the Provider with full written consent.
13.2 The Executive represents and warrants details of any such proposed change or the Provider notifies the Authority or the Employer (ias applicable) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Provider wishes to amend the terms of this Framework Agreement and/or the relevant Call-Off Contract and in this Agreement, and (ii) that all of his responses to any requests, by or on behalf each case the named officers of the Company, for information and/or documents, Authority and the Provider (as set out in connection with Clause 44) agree to the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be variation in writing and shall be delivered by certified mail return receipt requested; hand delivery with a written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address agreement is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be voidsuch named officers.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Framework Agreement
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon a. If (i) any mutilated Note shall be surrendered to the Company and Paying Agent, or if the Paying Agent shall receive evidence to its successors and assigns satisfaction of the destruction, loss or theft of any Note and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and there shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive Paying Agent and the Issuer such security or indemnity as may be required by them to hold each of them harmless, then, in person the absence of the Issuer having notice that such Note has been acquired by a protected purchaser, the Issuer shall execute and the Paying Agent shall thereupon authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Note, a new Note, of like tenor and denomination. In connection with the issuance of any new Note, the Issuer or the Paying Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Note issued pursuant to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicatedPaying Agent Agreement shall constitute conclusive evidence of ownership of such Note, as set forth in if originally issued, whether or not the Company's payroll recordslost, stolen or destroyed Note shall be found at any time. A party may change its address for notice The Paying Agent shall keep a full and complete record of all such duplicate issued Notes and shall make such record available at all reasonable times to the Issuer and any persons authorized by the giving Issuer for inspection and for the taking of notice copies thereof in the manner hereinabove providedor extracts therefrom.
13.4 If b. The Issuer may consolidate with or merge into any other corporation, banking association or other legal entity or sell, convey, transfer or lease all or substantially all of the Executive Resigns for Good Reason because property of the Issuer if: (i) immediately after such consolidation, merger, sale or conveyance, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; (ii) such successor or purchaser is organized under the Company's failure laws of the United States of America or any state thereof or the District of Columbia; and (iii) such successor or purchaser expressly assumes the due and punctual payment of the principal of and interest on the Notes of the Issuer and all obligations of the Issuer under the Notes and Paying Agent Agreement. This covenant does not apply to any transaction involving the Issuer that is a recapitalization, that constitutes a change of control or that involves the Issuer incurring a large amount of additional debt unless the transactions or change of control included a merger or consolidation or transfer of the Issuer’s assets as an entirety or substantially as an entirety.
c. The Issuer, the Paying Agent and any security registrar may deem and treat the holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notations of ownership or other writing hereon made by anyone other than the security registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon as herein provided and for all other purposes, and none of the Issuer or the Paying Agent or any security registrar shall be affected by any notice to the contrary.
d. No recourse shall be had for the payment of principal of, or interest on, this Note or for any claim based hereon, or otherwise in respect hereof, against any affiliates, or any shareholders, employees, agents, officers or directors, as such, past, present or future, of the Issuer, any affiliate of the Issuer or any successor thereto, either directly or through the Issuer or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
e. Any action by the holder of this Note shall bind all future holders of this Note, and of any note issued in exchange or replacement therefor or in place hereof, in respect of anything done or permitted by the Issuer or by the Paying Agent in pursuance of such action.
f. No provision of this Note shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the Executive on a timely basis principal of, and interest on, this Note in U.S. dollars.
g. As specified in the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by CompanyPaying Agent Agreement, then the Company shall pay all amounts and damages to which the Executive Notes may be entitled as a result of such failure or breachamended, including interest thereon at the maximum non-usurious rate modified and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder supplemented, and the Executive will terms of the Notes may be relieved waived, in certain instances either with the consent of all obligations 66 2/3% of holders of the aggregate principal amount of the Notes or, in certain circumstances, without the consent of the holders of the outstanding Notes as specified in the Paying Agent Agreement; provided, however, that without the consent of the holder of each Note affected thereby, no such amendment, modification or supplemental agreement shall:
i. change the maturity of the principal of, or any installment of interest on, any Note;
ii. reduce the principal amount of, or interest on, any Note, or reduce the amount of principal payable upon acceleration of the maturity of any Note;
iii. change any place of payment where, or the coin or currency in which, any Note or any interest on any note is payable;
iv. impair the right to institute suit for enforcement of any such payment on or after its maturity;
v. modify the subordination provisions in a manner adverse to the holders of the Notes;
vi. reduce the percentage in principal amount of Notes the consent of whose holders is required for any such amendment, modification or supplemental agreement or the consent of whose holders is required for any waiver of compliance with certain provisions under the Agreement and their consequences provided for under such agreement; vii. make any changes to Section 10 (noncompetition).
13.5 This Agreement sets forth Events of Default) or Section 11 (Remedies upon Event of Default) that adversely affects the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties rights of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification holder of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.a Note;
Appears in 1 contract
Samples: Fiscal and Paying Agency Agreement (Origin Bancorp, Inc.)
Other Provisions. 13.1 This The Agreement shall inure will be governed by the laws of the State of Texas, without regard to choice of law principles. No amendment to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be effective unless in writing and signed by all parties; any attempt to modify this Agreementthe Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, orally assigned or in writing, not executed by all parties will be void.
13.7 otherwise transferred. If any provision of this Agreementthe Agreement is held to be unenforceable, all other provisions will continue in full force and effect. The Agreement supersedes any and all prior understandings or previous agreements between the Parties, oral or written, relating to the subject matter herein and constitutes the sole and complete agreement between the Parties related to the subject matter hereof. Any delay by a Party to enforce any right under the Agreement shall not act as a waiver of that right, nor as a waiver of the Party’s ability to later assert that right relative to any particular factual situation. The Parties acknowledge that nothing in the Agreement shall constitute a waiver of sovereign immunity by Parties that are state agencies. I have read the NDA and Terms and Conditions and understand my obligations, including that if Confidential Information to be exchanged is export-controlled, I will consult with University’s export controls officer before the disclosure of any export-controlled Confidential Information. As University’s Contact Person I agree I will not use University facilities, including physical desk or file storage and/or computer hard disks and/or other electronic medium owned or maintained by University, to file, store, or its application maintain export-controlled Confidential Information without prior approval from the Office of Sponsored Projects which is responsible for export controls compliance. I agree to anyone or under any circumstancesobtain the written agreement of the University employees, is adjudicated to be invalid or unenforceable in any jurisdictionstudents, such invalidity or unenforceability will not affect staff, administrators, faculty and any other provision person or application of entity who gains access to Confidential Information under this Agreement which can to keep the information confidential in accordance with its terms. A copy of these signed acknowledgements shall be given effect without provided to the invalid Office of Industry Engagement upon request. I also agree to limit internal dissemination of Confidential Information within the University to individuals whose duties justify the need to know such information and then only provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of such information and to restrict its use solely to the purpose specified herein. Signature: Printed Name: Title: Are you a citizen or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.permanent resident of the U.S.? Yes No Date:
Appears in 1 contract
Samples: Non Disclosure Agreement
Other Provisions. 13.1 (a) This Agreement shall inure be interpreted and enforced in accordance with the laws of Delaware.
(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the benefit of and same Agreement. Signatures delivered by facsimile or other electronic means shall be binding upon deemed as an original.
(ic) This Agreement is not an employment agreement between the Company and its successors Indemnitee, and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under nothing in this Agreement are of a personal nature and will not be assignable or delegable obligates the Company to continue Indemnitee in whole or in part without the Company's prior written consentIndemnitee’s Official Capacity.
13.2 The Executive represents and warrants (id) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in Upon a payment to Indemnitee under this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed subrogated to the Company's general counsel extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.
(e) No supplement, modification, or chief executive officer at amendment of this Agreement will be binding unless executed in writing signed by both parties hereto. No waiver of any of the Company's then-current Principal Operating Officesprovision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar). Notices A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a waiver on any future occasion or instance.
(f) The Company agrees to stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the Executive contrary.
(g) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be delivered be, to the Executive in person extent a Related Party or a Related Party’s property is subject to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice a Proceeding by the giving reason of notice thereof in the manner hereinabove providedIndemnitee’s Official Capacity.
13.4 If (h) To the Executive Resigns for Good Reason because of extent that Indemnitee (i) pays Expenses that the Company's failure Company is obligated to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement but does not advance, or (ii) any other breach of this Agreement by Companyincurs expense, then liability, or loss for which the Company shall pay all amounts and damages is obligated to which the Executive may be entitled as a result of such failure or breachindemnify Indemnitee, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive Indemnitee will be relieved subrogated to the Company’s rights of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth recovery against any insurance carrier or other source to the entire present agreement of same extent as if the parties concerning the subjects covered herein; there are no promisesCompany had paid such Expense, understandings, representationsliability, or warranties of any kind concerning those subjects except as expressly set forth in loss or advanced such expense under this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.SIGNATURE PAGE FOLLOWS]
Appears in 1 contract
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ia) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that s/he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 (b) All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment one of receipt; or overnight courier with delivery-tracking capabilitythe methods set forth in the table below. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Officesprincipal operating office. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A WHEN NOTICE IS EFFECTIVE DELIVERY METHOD Personal delivery When the party may change its address for to whom notice is given provides the party giving notice with a signed written acknowledgement of receipt Certified mail, return Upon the date of receipt or of receipt requested refusal as indicated by the giving U.S. Postal Service "green card." FAX Upon receipt as confirmed by a machine-printed report of notice thereof in the manner hereinabove provided.successful transmission
13.4 If the Executive Resigns for Good Reason because of (ic) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 (d) Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 (e) If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
(f) This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State.
(g) No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.
(h) Termination of the Employment, with or without cause, will not affect the continued enforceability of this Agreement.
(i) Section headings are for convenience only and shall not define or limit the provisions of this Agreement.
(j) This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one party and FAXed to another party shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes.
Appears in 1 contract
Samples: Executive Employment Agreement (Bindview Development Corp)
Other Provisions. 13.1 (a) This Agreement shall inure be interpreted and enforced in accordance with the laws of Delaware.
(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the benefit of and same Agreement. Signatures delivered by facsimile or other electronic means shall be binding upon deemed as an original.
(ic) This Agreement is not an employment agreement between the Company and its successors Indemnitee, and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under nothing in this Agreement are of a personal nature and will not be assignable or delegable obligates the Company to continue Indemnitee in whole or in part without the Company's prior written consentIndemnitee’s Official Capacity.
13.2 The Executive represents and warrants (id) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in Upon a payment to Indemnitee under this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed subrogated to the Company's general counsel extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.
(e) No supplement, modification, or chief executive officer at amendment of this Agreement will be binding unless executed in writing signed by both parties hereto. No waiver of any of the Company's then-current Principal Operating Officesprovision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar). Notices A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a waiver on any future occasion or instance.
(f) The Company agrees to stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the Executive contrary.
(g) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be delivered be, to the Executive in person extent a Related Party or a Related Party’s property is subject to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice a Proceeding by the giving reason of notice thereof in the manner hereinabove providedIndemnitee’s Official Capacity.
13.4 If (h) To the Executive Resigns for Good Reason because of extent that Indemnitee (i) pays Expenses that the Company's failure Company is obligated to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement but does not advance, or (ii) any other breach of this Agreement by Companyincurs expense, then liability, or loss for which the Company shall pay all amounts and damages is obligated to which the Executive may be entitled as a result of such failure or breachindemnify Indemnitee, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive Indemnitee will be relieved subrogated to the Company’s rights of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth recovery against any insurance carrier or other source to the entire present agreement of same extent as if the parties concerning the subjects covered herein; there are no promisesCompany had paid such Expense, understandings, representationsliability, or warranties of any kind concerning those subjects except as expressly set forth in loss or advanced such expense under this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement. Microbot Medical Ltd., orally or in writing6 Hayozma St., not executed by all parties will be void.
13.7 If any provision of this AgreementYokneam Illit, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.Israel 2069024Office: +000-0-0000000 Fax: +900-0-0000000xxx.xxxxxxxxxxxxxxx.xxx
Appears in 1 contract
Other Provisions. 13.1 This (a) The Participant understands and agrees that payments under this Agreement shall inure not be used for, or in the determination of, any other payment or benefit under any continuing agreement, plan, policy, practice, or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan, or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans.
(b) The Participant agrees and understands that, upon payment of Shares under this Agreement, stock certificates (or other indicia of ownership) issued may be held as collateral for monies he/she owes to the benefit Company or any of its Affiliates.
(c) Except as provided in Subparagraphs 5(c) through 5(f) above, in the event that the Participant experiences a Separation from Service prior to the Maturity Date, RSUs subject to this Agreement and any right to Shares issuable hereunder shall be binding upon forfeited.
(d) RSUs, Shares, and the Participant’s interest in RSUs and Shares may not be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered at any time prior to both (i) the Participant’s becoming vested in such Shares and (ii) payment of such Shares under this Agreement.
(e) If the Participant at any time forfeits any or all of the RSUs pursuant to this Agreement, the Participant agrees that all of the Participant’s rights to and interest in such RSUs and in Shares issuable thereunder shall terminate upon forfeiture without payment of consideration.
(f) In consideration of the grant of RSUs described in Section 1 above, during the term of employment, and for a period of one (1) year immediately thereafter, the Participant agrees not to, directly or indirectly, solicit, recruit, induce, or attempt to recruit, solicit, or induce any employee or independent contractor of the Company on the Participant’s behalf or on behalf of or in conjunction with any person or legal entity to work for or contract with such an entity. Furthermore, other than in performance of assigned duties for the Company, the Participant agrees not to induce, directly or indirectly, any employee or independent contractor associated with the Company to terminate or breach an employment, contractual, or other relationship with the Company.
(g) The Committee shall determine whether an event has occurred resulting in the forfeiture of the RSUs and its successors any Shares issuable thereunder in accordance with this Agreement, and assigns all determinations of the Committee shall be final and conclusive.
(h) With respect to the right to receive payment of Shares under this Agreement, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.
(i) The obligations of the Company under this Agreement are unfunded and unsecured. Each Participant shall have the status of a general creditor of the Company with respect to amounts due, if any, under this Agreement.
(j) The parties to this Agreement intend that this Agreement satisfies the requirements of the short-term deferral exception from Section 409A of the Code and, if not excepted, complies with the applicable requirements of Section 409A of the Code. This Agreement reflects certain provisions of Section 409A of the Code or regulations issued thereunder for purposes of defining certain terms and requirements. Such references shall not be construed to cause the Agreement to be subject to Section 409A of the Code or to conflict with the parties’ intent that this agreement satisfies the requirements of the short-term deferral exception. The parties recognize that it may be necessary to modify this Agreement and/or the Plan to maintain the Plan’s exception from Section 409A of the Code or to otherwise reflect guidance under Section 409A of the Code issued by the Internal Revenue Service. The Participant agrees that the Committee shall have sole discretion in determining (i) whether any such modification is desirable or appropriate and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under terms of any such modification.
(k) The Participant hereby becomes a party to this Agreement are of a personal nature and will not be assignable or delegable in whole by accepting the Award electronically or in part without writing, in accordance with procedures of the Company's prior written consentCommittee, its delegates, or agents, within 90 days of grant date. Failure to accept the award within 90 days of the grant date will result cancellation of the award.
13.2 The Executive represents and warrants (il) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Nothing in this Agreement, and (ii) that all of his responses to Agreement or the Plan shall interfere with or limit in any requests, by or on behalf way the right of the CompanyCompany or an Affiliate to terminate the Participant’s employment or service at any time, for information and/or documents, nor confer upon the Participant the right to continue in connection with the Company's hiring employ of the Executive Company and/or with the negotiation of this Agreement, are truthful and completean Affiliate.
13.3 All notices and statements (m) The Participant hereby acknowledges that nothing in this Agreement shall be construed as requiring the Committee to allow or comply with a domestic relations order with respect to this Award.
(n) Notwithstanding any other provision of this Agreement must be in writing and to the contrary, any Shares issued hereunder and/or any amount received with respect to any sale of any such Shares, shall be delivered subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with regulations promulgated by certified mail return receipt requested; hand delivery the Securities Exchange Commission, with written acknowledgment stock exchange rules, and with the terms of receipt; or overnight courier with delivery-tracking capabilitythe Company’s Recoupment Policy, as it may be amended from time to time (collectively, the “Recoupment Requirements”). Notices to the Company shall be addressed The Participant agrees and consents to the Company's general counsel ’s application, implementation and enforcement of (a) the Recoupment Requirements or chief executive officer at any similar policy established by the Company's then-current Principal Operating Offices. Notices Company that may apply to the Executive Participant and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and expressly agrees that the Company may be delivered take such actions as are necessary to effectuate the Recoupment Requirements, any similar policy (as applicable to the Executive in person Participant), or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice applicable law without further consent or action being required by the giving of notice thereof in Participant. To the manner hereinabove provided.
13.4 If extent that the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach terms of this Agreement by Companyand the Recoupment Requirements or any similar policy conflict, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result terms of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)Recoupment Requirements shall prevail.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (WPX Energy, Inc.)
Other Provisions. 13.1 This Agreement shall inure (a) Subject to the benefit remainder of this ARTICLE 5 (including Schedule 3), during the Transition, except as otherwise agreed by the Parties in writing and be binding upon except for the transfer of the New Galapagos Employees as set forth herein, each Party agrees that neither it nor its Affiliates that are engaged in activities under this Agreement (each such Person in such event, a “Participating Entity”), shall actively recruit, solicit or induce, directly or indirectly, any employee or individual consultant of the other Party or its Affiliates who participates in activities relating to the Licensed Product(s) within the Galapagos Territory (the “Participating Employee”) to terminate his or her employment or consulting or similar agreement with such other Participating Entity and become employed by or consult for the first Participating Entity, whether or not such Participating Employee is a full-time employee of such other Participating Entity, and whether or not such employment is pursuant to a written agreement or is at-will; provided that, the Parties may mutually agree in writing for Participating Employees to become employed by or consult for the other Participating Entity. For purposes of this Section 5.4(a), “recruit,” “solicit” and “induce” shall not include (i) general solicitations by Third Party placement specialists or firms (e.g., head-hunters) or (ii) other general solicitations of employment (including responses to general advertisements), in each case (in respect of the Company and its successors and assigns foregoing (i) and (ii)) not specifically targeted at Participating Employees of a Participating Entity.
(b) Gilead and its Affiliates will remain solely responsible, and will indemnify Galapagos and its Affiliates, for any and all liabilities to or in respect of any Territory Employee other than the Executive New Galapagos Employees or any employee of Gilead or any of its Affiliates other than a Territory Employee. Galapagos shall promptly notify Gilead if Galapagos becomes aware of any such Territory Employee or other employee of Gilead or any of its Affiliates that claims to have transferred to Galapagos pursuant to TUPE Regulations.
(c) With respect to the services that will be provided by Gilead and its Affiliates to Galapagos and its Affiliates pursuant to the Executive's heirs and legal representativesterms of this Agreement, except that the Executive's duties and responsibilities Gilead commits (i) to […***…] in order to be able to meet its transitional obligations under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent line with the Executive's obligations applicable key deliverables and milestones set forth in this AgreementAgreement and the Transition Plan (without being limited by any redeployment of Territory Employees as permitted in this ARTICLE 5), and (ii) that all to […***…] staff performing such services, […***…]. The obligation of his responses Gilead and its Affiliates to provide any requests, by specific transition services will cease as soon as Galapagos or on behalf of the Company, for information and/or documents, relevant Galapagos Affiliate is adequately staffed and knowledge transfer has been completed in connection line with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful applicable deliverables and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly milestones set forth in this AgreementAgreement and the Transition Plan.
13.6 Any modification of (d) Galapagos will use Transition Activity Commercially Reasonable Efforts to hire personnel throughout Europe and its headquarters to adequately staff itself as soon as possible to meet its transition obligations hereunder and in line with the applicable deliverables and milestones set forth in this Agreement must and the Transition Plan.
(e) The Parties and their respective Affiliates will cooperate with any required notification with respect to, or any required consultation with, the employees, employee representatives, work councils, unions, labor boards and relevant Governmental Authorities concerning the transactions contemplated by this Agreement and take whatever other actions as may be necessary to carry out the arrangements described in writing this ARTICLE 5, including providing each other with such plan documents and signed by all parties; any attempt to modify summary plan descriptions, employee data or other information as may be reasonably requested.
(f) Nothing contained in this Agreement, orally expressed or in writingimplied, not executed is intended to confer upon any employee of Gilead or its Affiliates any right to employment or continued employment with Galapagos, or any benefits, including severance benefits, by all parties will be void.
13.7 If any provision reason of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Administrative Agent on demand for all reasonable costs and warrants expenses (iincluding, without limitation, attorneys’ fees) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, incurred by or on behalf of the Company, for information and/or documents, it in connection with this Amendment, the Company's hiring other documents referred to herein and therein, the transactions contemplated hereby and thereby.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Executive and/or with amendments and waivers contained herein, the negotiation Borrower hereby waives and releases each of this Agreementthe Lenders and the Administrative Agent from any and all claims and defenses, are truthful and complete.
13.3 All notices and statements whether known or unknown, with respect to this the Credit Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to other Loan Documents and the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedtransactions contemplated thereby.
13.4 If the Executive Resigns for Good Reason because of (if) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by CompanyTHE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breachAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Other Provisions. 13.1 (a) The Seller shall, at its expense, furnish to the Corporation and the Administrative Agent such additional information concerning the Seller's student loan portfolio as the Corporation or the Administrative Agent may reasonably request.
(b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Corporation, the Administrative Agent or the Trustee from time to time to effect the sale hereunder of the FFELP Loans.
(c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto, after written consent is obtained from the Administrative Agent. Inaction or failure to demand strict performance shall not be deemed a waiver.
(d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska.
(e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto.
(f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
(g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof.
(h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Corporation: Nelnet Education Loan Funding, Inc. 121 South 13th Street, Suite 201 Lincoln, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxx X. Xxxxxx Telephone: (402) 458-2301 Facsimile: (402) 458-2399 with a copy to the Trustee at: Wells Fargo Bank Minnesota, National Association Corporate Trust Services 6th & Marquette, N9303-110 Minneapolis, Minnesota 55479 Xxxxxxxxx: Xxxxx X. Xxxxx Telephone: 612-667-4802 Facsimile: 612-667-2149 if to the Administrative Agent: Bank of America, N.A. The Hearst Tower 214 North Tryon Street NC1-027-19-01 Xxxxxxxxx, NC 28255 Attention: Banc of America Securities, LLC Global Structured Finance; Portfolio Management If to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed.
(i) This Loan Purchase Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for.
(j) Time is of the essence in this Loan Purchase Agreement.
(k) This Loan Purchase Agreement may not be amended without prior written consent of the Administrative Agent and prior written notice to each rating service then rating the Notes at the request of the Borrower.
(l) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, without the prior written consent of the Corporation and the Administrative Agent.
(m) No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Corporation is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement.
(n) Acts to be taken by the Corporation with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Corporation, which qualifies as an "eligible lender" trustee under the Higher Education Act, and all references herein to the Corporation shall incorporate by this reference the fact that the Trustee will be acquiring and holding title to FFELP Loans on behalf of the Corporation, all as required under the Higher Education Act.
(o) The parties hereto acknowledge that the Trustee, the Administrative Agent and other parties to the Warehouse Agreement shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and any such credit providers may become an assignee of the Corporation. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder.
(p) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Corporation and Seller but also for the benefit of the Trustee and other parties to the Warehouse Agreement in connection with the financing of Eligible Loans (as defined in the Warehouse Agreement), and upon assignment by the Corporation to the Trustee with respect to the Warehouse Agreement or Wells Fargo Bank Minnesota, National Association, as Trustex, xxs provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee and other parties to the Warehouse Agreement. The foregoing creates a permissive right on behalf of the Trustee, not in the Trustee's individual capacity but solely as trustee under the Warehouse Agreement or Eligible Lender Trust Agreement, as applicable, and the Trustee shall not be under any duties or obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of and be binding upon (i) the Company Trustee and its successors and assigns assigns. Without limiting the generality of the foregoing, all representations, covenants and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth agreements in this AgreementLoan Purchase Agreement which expressly confer rights upon Wells Fargo Bank Minnesota, National Association, as Trustex xxxll be for the benefit of and (ii) that all of his responses run directly to, Wells Fargo Bank Minnesota, National Association, as Trustex xxx Wells Fargo Bank Minnesota, National Association, as Trustex xxxll be entitled to any requestsrely on and enforce such representations, by or covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of Wells Fargo Bank Minnesota, National Association, as Trustee, and Wells Fargo Bank Minnesota, National Association, as Trustee shall nxx be under any duties or obligations hereunder. If there is a Termination Event (as defined in the CompanyWarehouse Agreement) under the Warehouse Agreement and Wells Fargo Bank Minnesota, for information and/or documentsNational Association, in connection with as Trustex xxxecloses on its security interest on the Company's hiring Eligible Loans, then Wells Fargo Bank Minnesota, National Association, as Trustex xxxll assume all duties and obligations of the Executive and/or with the negotiation of this Agreement, are truthful and completeCorporation hereunder.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Warehouse Note Purchase and Security Agreement (Nelnet Inc)
Other Provisions. 13.1 This Agreement (a) With respect to any notice to a Holder of shares of Preferred Stock required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall inure affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the benefit other Holders or affect the legality or validity of any distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon any such action. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.
(b) Shares of Preferred Stock that have been issued and be binding reacquired in any manner, including shares of Preferred Stock that are purchased or exchanged or converted, shall (upon (icompliance with any applicable provisions of the laws of Delaware) have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and its successors may be designated or redesignated and assigns and (ii) issued or reissued, as the Executive and the Executive's heirs and legal representativescase may be, except that the Executive's duties and responsibilities under this Agreement are as part of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all any series of his responses to any requests, by or on behalf preferred stock of the Company, for information and/or documents, in connection with the Company's hiring ; provided that any issuance of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement such shares as Preferred Stock must be in writing and compliance with the terms hereof.
(c) The shares of Preferred Stock shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment issuable only in whole shares.
(d) All notice periods referred to herein shall commence on the date of receipt; or overnight courier with delivery-tracking capabilitythe mailing of the applicable notice. Notices Notice to any Holder shall be given to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home registered address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change ’s records for such Holder, or for Global Preferred Stock, to the Depository in accordance with its address for notice by the giving of notice thereof in the manner hereinabove providedprocedures.
13.4 If (e) Any payment required to be made hereunder on any day that is not a Business Day shall be made on the Executive Resigns for Good Reason because next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of such delay.
(if) On and after the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by CompanyIssue Date, then the Company shall pay all not enter into any new, or amend or modify any existing, contract, agreement, arrangement or other understanding, oral or written, express or implied, that, in each case, by its terms restricts, limits, prohibits or prevents the Company from paying dividends in full in cash, redeeming the Preferred Stock in full for cash, repurchasing the Preferred Stock in full for cash, or effecting conversions of the Preferred Stock, in each case, in the amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred contemplated by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)terms hereof.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Purchase Agreement (MRC Global Inc.)
Other Provisions. 13.1 It is understood that the parties intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent permitted by applicable law as then in effect. Without limiting the generality of Section 1 hereof or the preceding sentence, if the Indemnitee is successful in any material respect in bringing any action to enforce any rights under this Agreement, the Indemnitee shall, to the fullest extent permitted by law, be entitled to recover all reasonable fees and expenses in bringing and pursuing such action. In addition, the Indemnitee may in his sole discretion apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement. If any provision of this Agreement or the application thereof to any entities or individuals ("Persons") or circumstance(s) shall be invalid or unenforceable to any extent, (i) the remainder of this Agreement and the application of such provision to other Persons or circumstance(s) shall not be effected thereby; and (ii) each such provision shall be enforced to the greatest extent permitted by law. Use of the words "hereby," "herein," "hereto," `hereof," "hereunder," and similar words, shall be deemed to refer to this Agreement in its entirety, and not solely to the Section or Subsection in which any such word appears; " including," "includes," or "include" shall mean "including but not limited to," "includes but is not limited to," and "include but not limited to". All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Titles of Sections are for convenience only, and shall not modify rights and obligations created by this Agreement. This Agreement shall be binding on and inure to the benefit of successors, assigns, legatees, distributees, heirs, executors, guardians, administrators, estates and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and other legal representatives. Neither this Agreement nor any term hereof may be changed, except waived, discharged or terminated orally, but only by an instruction in writing, signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one Agreement. It shall not be necessary that any counterpart be signed by the parties so long as each Party shall have executed a counterpart. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations between the parties, written or oral, which may relate to the subject matter hereof, provided that the Executive's duties and responsibilities under provisions of this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreementsupplementary to, and (ii) that all not in place of his responses any provisions relating to any requests, by or on behalf indemnification and/or liability of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful directors and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth officers contained in the Company's payroll recordsCertificate of Incorporation and By-Laws and rights and remedies provided under any insurance policy. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth shall be governed by and construed according to the entire present agreement laws of the parties concerning the subjects covered herein; there are no promisesState of New Jersey, understandings, representations, or warranties without giving effect to principles of any kind concerning those subjects except as expressly set forth conflicts of law in this AgreementNew Jersey.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ia) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive Employee represents and warrants (i) that s/he has no obligations, contractual or otherwise, inconsistent with the ExecutiveEmployee's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 (b) All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment one of receipt; or overnight courier with delivery-tracking capabilitythe methods set forth in the table below. Notices to the Company shall be addressed to the Company's general counsel Chief Executive Officer or chief executive officer to its General Counsel at the Company's then-current Principal Operating Officesprincipal operating office. Notices to the Executive Employee may be delivered to the Executive Employee in person or to the ExecutiveEmployee's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A DELIVERY METHOD WHEN NOTICE IS EFFECTIVE Personal delivery When the party may change its address for to whom notice is given provides the party giving notice with a signed written acknowledgement of receipt Certified mail, return Upon the date of receipt or of refusal as indicated receipt requested by the giving U.S. Postal Service "green card." DELIVERY METHOD WHEN NOTICE IS EFFECTIVE FAX Upon receipt as confirmed by a machine-printed report of notice thereof in the manner hereinabove provided.successful transmission
13.4 If the Executive Resigns for Good Reason because of (ic) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 (d) Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 (e) If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
(f) This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in Texas by residents of Texas.
(g) No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.
(h) Termination of the Employment, with or without cause, will not affect the continued enforceability of this Agreement.
(i) Section headings are for convenience only and shall not define or limit the provisions of this Agreement.
(j) This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one party and FAXed to another party shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes.
Appears in 1 contract
Samples: Executive Employment Agreement (Bindview Development Corp)
Other Provisions. 13.1 This The Agreement shall inure will be governed by the laws of the State of Texas, without regard to choice of law principles. No amendment to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be effective unless in writing and signed by all parties; any attempt to modify this Agreementthe Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, orally assigned or in writing, not executed by all parties will be void.
13.7 otherwise transferred. If any provision of this Agreementthe Agreement is held to be unenforceable, all other provisions will continue in full force and effect. The Agreement supersedes any and all prior understandings or previous agreements between the Parties, oral or written, relating to the subject matter herein and constitutes the sole and complete agreement between the Parties related to the subject matter hereof. Any delay by a Party to enforce any right under the Agreement shall not act as a waiver of that right, nor as a waiver of the Party’s ability to later assert that right relative to any particular factual situation. The Parties acknowledge that nothing in the Agreement shall constitute a waiver of sovereign immunity by Parties that are state agencies. I have read the NDA and Terms and Conditions and understand my obligations, including that if Confidential Information to be exchanged is export-controlled, I will consult with University’s export controls officer before the disclosure of any export-controlled Confidential Information. As University’s Contact Person I agree I will not use University facilities, including physical desk or file storage and/or computer hard disks and/or other electronic medium owned or maintained by University, to file, store, or its application maintain export-controlled Confidential Information without prior approval from the Office of Sponsored Projects which is responsible for export controls compliance. I agree to anyone or under any circumstancesobtain the written agreement of the University employees, is adjudicated to be invalid or unenforceable in any jurisdictionstudents, such invalidity or unenforceability will not affect staff, administrators, faculty and any other provision person or application of entity who gains access to Confidential Information under this Agreement which can to keep the information confidential in accordance with its terms. A copy of these signed acknowledgements shall be given effect without provided to the invalid Office of Industry Engagement upon request. I also agree to limit internal dissemination of Confidential Information within the University to individuals whose duties justify the need to know such information and then only provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of such information and to restrict its use solely to the purpose specified herein. Signature: Printed Name: UT PI Title: Professor Are you a citizen or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.permanent resident of the U.S.? Yes No Date:
Appears in 1 contract
Other Provisions. 13.1 This Agreement shall inure (a) The Seller shall, at its expense, furnish to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive Purchaser and the Executive's heirs Administrative Agent such additional information concerning the Seller’s student loan portfolio as the Purchaser or the Administrative Agent may reasonably request.
(b) The Seller shall, and legal representativesshall cause the Trustee to, except that at Seller’s expense, execute all other documents and take all other steps as may be requested by the Executive's duties and responsibilities under Purchaser, the Administrative Agent or the Trustee from time to time to effect the sale hereunder of the FFELP Loans.
(c) The provisions of this Loan Purchase Agreement are of a personal nature and will cannot be assignable waived or delegable in whole modified unless such waiver or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt the parties hereto. Inaction or failure to modify this Agreement, orally or in writing, demand strict performance shall not executed by all parties will be voiddeemed a waiver.
13.7 (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska.
(e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto.
(f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
(g) If any provision of this AgreementLoan Purchase Agreement shall be held, or its application to anyone or under any circumstances, is adjudicated deemed to be invalid or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any jurisdiction, such invalidity other situation or unenforceability will not affect of rendering any other provision or application provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof.
(h) All notices, requests, demands or other instruments which can may or are required to be given by any party to another shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Seller: Nelnet Education Loan Funding, Inc. 000 Xxxxx 00xx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with a copy to the Trustee If to the Trustee: Xxxxx Fargo Bank, National Association Corporate Trust Services 6th & Marquette, X0000-000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 If to the Administrative Agent: Bank of America, N.A. The Hearst Tower 000 Xxxxx Xxxxx Xxxxxx NC1-027-19-01 Charlotte, NC 28255 Attention: Banc of America Securities, LLC Global Structured Finance; Portfolio Management If to the Purchaser: Union Bank and Trust Company 0000 Xxxxx 00xx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxxxxxx Telephone: 402/ 000-0000 Facsimile: 402/ 483-8286 Any party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed.
(i) This Loan Purchase Agreement may not be terminated by any party hereto except in the manner and with the effect herein specifically provided for.
(j) Time is of the essence in this Loan Purchase Agreement.
(k) This Loan Purchase Agreement may not be amended without prior written consent of the parties.
(l) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, without the invalid prior written consent of the Purchaser.
(m) No remedy by the terms of this Loan Purchase Agreement conferred upon or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in reserved to the Purchaser is intended to be exclusive of any other jurisdictionremedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement.
(n) Acts to be taken by the Seller with respect to transferring title to FFELP Loans hereunder shall include acts to be taken by the Trustee as directed by the Seller, which qualifies as an “eligible lender” trustee under the Higher Education Act, and all references herein and in the Loan Transfer Addendum to the Seller shall incorporate by this reference the fact that the Trustee will be transferring title to FFELP Loans on behalf of the Seller, all in accordance with the Higher Education Act. The Seller has advised the Trustee of the foregoing and the Trustee has agreed to comply therewith.
Appears in 1 contract
Samples: Loan Purchase Agreement (Nelnet Inc)
Other Provisions. 13.1 (a) Borrower waives demand, presentment, protest, notice of dishonor and any other form of notice, not expressly required of Lender by this Note, that may be required to hold Borrower liable on this Note.
(b) Any notice or advice given to Borrower at the above address or any other specified by it in writing shall be presumed received by Borrower immediately if given by telex or facsimile transmission, within one day if given by telegram, Express Mail or a recognized courier service, or within three days if deposited, first class postage prepaid, in an official depository of the United States Postal Service for mail to be delivered.
(c) Borrower shall reimburse Lender upon request for any out-of-pocket expenses, including reasonable fees and disbursements of legal counsel, incurred in connection with the enforcement of this Note or 14 amendment of it, or any note given as a replacement or in substitution for it, or maintenance of its rights thereunder. Each sum due to Lender under this Note, other than Principal and interest, shall bear interest from the date of demand until the date of payment in full at per annum rates equal to the lesser of two percent above the Base Rate or the maximum extent allowed by applicable law.
(d) In the event Lender extends credit to Borrower after the date hereof and such extension of credit shall not be pursuant to a written agreement signed by two officers of Lender or evidenced by a note accepted by Lendxx, xx shall be governed by and subject to all the provisions of this Note except that the term and interest rate shall be as otherwise agreed.
(e) Neither Lender nor its directors, officers, attorneys, agents or employees shall be liable to Borrower or any Affiliate for any loss or damage caused by any act or omission on the part of any of them unless such loss or damage shall have been caused by the gross negligence or willful misconduct of such person, unless such loss or damage shall have been the direct, immediate and necessary result of such act or omission and unless such result was intended by such person or such person knew that such loss or damage was the probable result of his act or omission.
(f) This Agreement Note constitutes the entire agreement with respect to the subject matter hereof; Borrower has not relied upon any representation of Lender in making the Borrowing or giving this Note. This Note supersedes all prior agreements, understanding and arrangements, whether oral or written, regarding the obligations of Borrower which it evidences.
(g) This Note may not be modified or amended except by an instrument or instruments in writing signed by the person or entity against whom enforcement of any such modification or amendment is sought, with two officers of Lender signing if it must sign; the waiver by Lender of any condition of, or any breach of any term or provision of, this Note shall be limited to such instance and shall not be construed as a waiver of the conditions generally or of any subsequent breach.
(h) In the event any one or more of the provisions contained in this Note, any amendment of it or any note taken as a replacement or in substitution for it, should be invalid, illegal or unenforceable in any respect, the remaining provisions shall not for that reason be affected or impaired in any way.
(i) Unless the context otherwise requires, words of any gender shall include each other gender where appropriate.
(j) This Note shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representativesof, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery binding upon, Lendxx xxx Borrower, their respective successors and Lendxx'x xssigns. AMERIQUEST TECHNOLOGIES INC., Borrower By: /s/ Dennxx X. Xxxxxxxxx ----------------------------------- Title: /s/ V.P. Finance -------------------------------- By: /s/ Holgxx Xxxxx ----------------------------------- Title: Corp. Secretary -------------------------------- 15 AMENDED AND RESTATED PROMISSORY NOTE Dated as of October 25, 1996 For value received AmeriQuest Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware ("Borrower"), with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices its principal office at 6100 Xxxxxxxxx Xxxx., Xxxxxxxxx, Xxxxxxx 00000, xxreby unconditionally promises to pay to the Company order of BAYERISCHE VEREINSBANK AG New York Branch or such other lending office, branch, agency, affiliate or subsidiary of BAYERISCHE VEREINSBANK AG, as it may designate ("Lender") in immediately available funds without any setoff, withholding or deduction, at its office at 335 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx to such account as Lender may designate, together with interest accrued thereon as provided below, on or before the Due Date, the principal amount of each Borrowing ("Borrowing") shown on the schedule of Borrowings at the end of this note or on any continuation of it or on its books and records ("Schedule"). Lender is hereby authorized to enter on the Schedule the date, amount, interest rate agreed upon between Borrower and Lender and Due Date of each Borrowing made by Lender to Borrower, the aggregate outstanding principal amount of which shall not exceed Twelve Million U.S. Dollars (U.S. $12,000,000.00) For each Borrowing the "Due Date" shall be addressed the first to occur of the Company's general counsel or chief executive officer at following: the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated date shown on the Executive's pay stubs orSchedule or March 31, if no address is so indicated1997, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be unless extended in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be voidtwo authorized officers of Lendxx.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Note (Ameriquest Technologies Inc)
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Lenders and warrants the Administrative Agent on demand for all reasonable costs and expenses (iincluding, without limitation, reasonable attorneys’ fees) that he has no obligationsincurred by such parties in negotiating, contractual or otherwisedocumenting and consummating this Amendment, inconsistent with the Executive's obligations set forth in this Agreementother documents referred to herein, and the transactions contemplated hereby and thereby.
(iic) that all of his responses to any requestsTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, by or on behalf CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Companyamendments contained herein, for information and/or documents, in connection with the Company's hiring each of the Executive and/or with Borrower and Holdings hereby waives and releases each of the negotiation of this Agreement, are truthful Lenders and complete.
13.3 All notices the Administrative Agent from any and statements all known claims and defenses with respect to this the Credit Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to other Credit Documents and the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedtransactions contemplated thereby.
13.4 If (f) Each of the Executive Resigns for Good Reason because of (i) Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Company's failure Administrative Agent may from time to pay time reasonably request to carry out the Executive on a timely basis transactions contemplated by this Amendment, the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate Credit Documents and all reasonable legal fees other agreements executed and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)delivered in connection herewith.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises(g) THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, understandingsAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. LEGAL02/35396801v7
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Other Provisions. 13.1 (a) This Master Agreement shall and the Service Documentation constituting a part of this Master Agreement together with the Account Agreement constitute the entire agreement between Client and Bank with respect to the Services and supersedes and replaces any previously made proposals, representations, warranties or agreements, express or implied, either oral or in writing.
(b) Client may not assign this Master Agreement or any of Client’s rights hereunder without Bank’s prior written consent. Bank may not assign this Master Agreement without Client’s prior written consent, except that Bank may assign this Master Agreement, in whole or in part, without such consent to any of Bank’s Affiliates or in connection with the merger, consolidation, reorganization or acquisition of substantially all the assets of Bank. Any purported assignment of this Master Agreement by Client without Bank’s written consent is void.
(c) No party’s failure or delay in exercising any right or remedy under this Master Agreement will operate as a waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this Master Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.
(d) If a provision of this Master Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the other provisions of this Master Agreement will not be affected or impaired by such holding.
(e) This Master Agreement is binding upon and will inure to the benefit of the parties and be binding upon (i) the Company and its their respective successors and assigns permitted assigns. Except as explicitly provided herein, this Master Agreement is not for the benefit of any other person and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable no other person shall have any right against Client or delegable in whole or in part without the Company's prior written consentBank hereunder.
13.2 The Executive (f) Where appropriate, terms defined in this Master Agreement in the singular shall be deemed to include the plural and those defined in the plural shall be deemed to include the singular. Service, any amendment to this Master Agreement (including respecting Client’s business and financial condition, in changes in fees and charges) will be effective thirty (30) days such form and manner, as Bank may reasonably request after notice of the amendment is sent to Client. This paragraph from time to time. Client represents and warrants (i) to Bank does not apply to the changes and updates described in that he has no obligationsall such information is true, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreementcomplete, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, correct in connection with the Company's hiring of the Executive and/or with the negotiation Section 2 of this Agreement, are truthful and completeMaster Agreement under “Service Changes”. all material respects.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Treasury Services Master Agreement
Other Provisions. 13.1 (a) This Agreement shall inure be interpreted and enforced in accordance with the internal laws of the State of Delaware.
(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the benefit same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of and the existence of this Agreement.
(c) This Agreement shall not be binding upon (i) deemed an employment contract between the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf Indemnitee who is an officer of the Company, for information and/or documentsand, in connection with if Indemnitee is an officer of the Company's hiring of , Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between Indemnitee and the Executive and/or with the negotiation of Company.
(d) Upon a payment to Indemnitee under this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed subrogated to the Company's general counsel or chief executive officer at extent of such payment to all of the Company's then-current Principal Operating Offices. Notices rights of Indemnitee to the Executive recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be delivered necessary to secure such rights, including the Executive in person or execution of such documents as may be necessary for the Company to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedbring suit to enforce such rights.
13.4 If (e) Notwithstanding the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement foregoing paragraph or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, the Company acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by third parties employing or otherwise affiliated with such Indemnitee (the “Third Party Source”) [, including without limitation certain rights to indemnification, advancement of expenses and/or insurance provided by the [THL/Quadrangle] Investors and certain affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with, the THL Investors]. The Company agrees that with respect to any indemnification to which Indemnitee is entitled hereunder that the Company is the indemnitor of first resort and any obligation of the Third Party Source is secondary, and the Company shall be obligated to indemnify Indemnitee hereunder without regard to any rights Indemnitee may have against the Third Party Source. The Company shall not (and shall cause its application subsidiaries not to) exercise any rights against the Third Party Source that arise from or relate to anyone the payment or performance of the Company’s obligations under this Agreement (or any circumstancesinsurance policies of the Company), is adjudicated including without limitation, rights of contribution, subrogation, reimbursement, indemnification or other right of recovery. If any Third Party Source pays or causes to be invalid paid, for any reason, any amounts otherwise indemnifiable or unenforceable in any jurisdictionrequired to be advanced under this Agreement (or insurance policy), then the Third Party Source shall have the right to be promptly reimbursed by the Company for amounts paid by the Third Party Source, and the Third Party Source shall be fully subrogated to the rights of Indemnitee against the Company to payment or advance hereunder. The Third Party Source is a third party beneficiary of the rights under this Section 20(e) and shall be entitled to enforce such invalidity provision against the Company.
(f) No supplement, modification or unenforceability will not affect any other provision or application amendment of this Agreement which can shall be given effect without binding unless executed in writing by both parties hereto. No waiver of any of the invalid provisions of this Agreement shall be deemed or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in shall constitute a waiver of any other jurisdictionprovisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
Appears in 1 contract
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ia) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Except as expressly provided in this Agreement, the Pledgor hereby waives presentment, demand for payment, notice of default, nonperformance and dishonor, protest and notice of protest of or in respect of the Secured Agreements or the Secured Obligations, notice of acceptance of this Agreement and reliance hereupon by the Collateral Agent and notice of any sale of collateral security or any default of any sort.
(iib) The Pledgor waives all errors or omissions of the Collateral Agent in connection with the administration of the security interests created hereby and the Collateral, except errors or omissions which constitute gross negligence or willful misconduct.
(c) The Pledgor agrees that the Collateral Agent, any Secured Party, any Original Holder and any New Holder may at any time, without notice to or consent of the Pledgor, and without in any manner affecting the liability of the Pledgor hereunder, amend, modify or waive any term or condition of any Secured Agreement and any of the other Secured Obligations and any collateral security therefor and otherwise deal with Pledgor as if this Agreement did not exist.
(d) The Pledgor is not relying upon the Collateral Agent to provide to the Pledgor any information concerning the FCC License Subsidiary, including, without limitation, information which might have a Material Adverse Effect, and the Pledgor has made arrangements satisfactory to the Pledgor to obtain from the FCC License Subsidiary on a continuing basis such information concerning the FCC License Subsidiary as the Pledgor may desire.
(e) In addition to all other rights it may have at law or otherwise, upon the occurrence and during the continuance of his responses an Event of Default, the Collateral Agent is hereby authorized at any time and from time to time, without notice, to set-off against any requestsand all obligations which the Collateral Agent may owe to the FCC License Subsidiary or the Pledgor, of any kind or nature, and the Pledgor shall continue to be liable to the Collateral Agent for any deficiency with interest at the applicable interest rate forth in the Original Indenture.
(f) Notwithstanding anything to the contrary contained in Secured Agreements or in any other agreement, instrument or document executed by the Pledgor in connection with the Secured Agreements, the Collateral Agent will not take any action pursuant to this Agreement or any document referred to above which would constitute or result in any assignment of any FCC license or any change of control (whether de jure or de facto) of the Pledgor or the FCC License Subsidiary if such assignment of any FCC license or change of control would require, under then existing law, the prior approval of the FCC without first obtaining such prior approval of the FCC. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, subject to terms and conditions of this Agreement, the Pledgor agrees to take any action that the Collateral Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Collateral Agent to exercise and enjoy, the full rights and benefits granted to the Collateral Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the Pledgor, the use of its best efforts to assist in obtaining approval of the FCC for any action or transaction contemplated by this Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC the assignor's or transferor's portion of any application or applications for consent to the assignment of license or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of (i) any sale or other disposition of the Collateral by or on behalf of the CompanyCollateral Agent, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any assumption by the Collateral Agent of voting rights in the Collateral effected in accordance with the terms of this Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as from time to time in effect (the "Communications Act") and other applicable FCC regulations and published policies and decisions.
(g) The Pledgor agrees to indemnify and hold harmless the Collateral Agent, the Secured Parties, the Original Holders and the New Holders, the respective affiliates of the Collateral Agent, the Secured Parties, the Original Holders and the New Holders, and the respective officers, directors, employees, agents (including, without limitation each of their counsel), and controlling persons of the Collateral Agent, the Secured Parties, the Original Holders and the New Holders, and each such affiliate (each, an "Indemnified Party") from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) of every nature and character arising out of or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to this Agreement or the Secured Agreements or the transactions contemplated hereby or thereby (other than any such actions or expenses resulting from the gross negligence or willful misconduct of the Indemnified Parties seeking indemnity under this Agreement), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such investigation, litigation or other proceeding whether or not such Indemnified Party is a party thereto, and the Pledgor agrees to reimburse each Indemnified Party, upon demand, for all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) incurred in connection with any of the foregoing. In litigation, or the preparation therefor, the Collateral Agent, the Secured Parties, the Original Holders and the New Holders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Pledgor agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Pledgor under this Section 21(g) are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The Pledgor shall not make any claim against any Indemnified Party for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefor is based in contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the transactions contemplated by, and the relationship established by the Secured Agreements or any act, omission or event occurring in connection therewith, and the Pledgor hereby waives, releases and agrees not to xxx upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in the Pledgor's favor. The covenants contained in this Section 21(g) shall survive payment or satisfaction in full of all other of the Secured Obligations.
(h) The Pledgor hereby appoints [______________________] (the "Process Agent") located at [________________, New York _______], as its legally authorized process agent to accept service on behalf of the Pledgor.
(i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflicts of laws principles other than New York General Obligations Law Sections 5-1401 and 5-1402. The Pledgor agrees that any suit for the enforcement of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result brought in the courts of the State of New York or any federal court sitting therein and consents to the nonexclusive jurisdiction of such failure or breach, including interest thereon court and service of process in any such suit being made upon the Pledgor by mail to the Process Agent at the maximum non-usurious rate address specified in Section 21(h). The Pledgor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.
(j) This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all reasonable legal fees and expenses and other costs incurred of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Executive party against whom enforcement is sought.
(k) This Agreement and any other documents executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 21(m).
(l) The Pledgor hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, or any of the other loan documents, any rights or obligations hereunder or thereunder or the performance of such rights and obligations. Except as prohibited by law, the Pledgor hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Pledgor (a) certifies that no agent or representative of the Collateral Agent, the Secured Parties or any Holder, has represented, expressly or otherwise, that the Collateral Agent, any Secured Party or any Holder, as the case may be, would not, in the event of litigation, seek to enforce the Executive's rights hereunder foregoing waivers and (b) acknowledges that the Collateral Agent, the Secured Parties, the Original Holders and the Executive will be relieved of all obligations under Section 10 (noncompetition)New Holders have been induced to enter into this Agreement and Secured Agreements, as applicable, based on, among other things, the waivers and certifications contained herein.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, (m) Any consent or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of approval required or permitted by this Agreement must to be in writing given by the Collateral Agent may be given, and signed by all parties; any attempt to modify term of this Agreement, orally may be amended, and the performance or in writing, not executed observance by all parties will be void.
13.7 If the Pledgor of any provision terms of this Agreement, or its application the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Pledgor and the written consent of the Collateral Agent. No waiver shall extend to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Collateral Agent or any Secured Party in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Pledgor shall entitle the Pledgor to other provision or application of further notice or demand in similar or other circumstances.
(n) Notwithstanding the foregoing, this Agreement which can may be given effect without amended, revised and supplemented only with the invalid or unenforceable provision or application consent of the parties hereto and will not invalidate or render unenforceable such provision or application in any other jurisdiction.accordance with the requirements of Sections 6.6 and 6.7
Appears in 1 contract
Other Provisions. 13.1 This (a) The indemnification provided in this Article XII shall be the sole and exclusive remedy for any inaccuracy or breach of any representation or warranty made by Seller or Purchaser in this Agreement or in the Seller’s Certificate or the Purchaser’s Certificate, respectively, except in the case of fraud. All amounts payable by one party in indemnification of the other shall inure be considered an adjustment to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentPurchase Price.
13.2 The Executive represents and warrants (ib) In no event shall Seller be liable for loss of profits (except as set forth in Schedule 12.2A to Exhibit 12.2) or consequential damages incurred by Purchaser in connection with an Other Claim, it being understood that he has no obligations, contractual or otherwise, inconsistent with Seller shall only be liable (subject to the Executive's obligations limitations on liability set forth in this Agreement, and Article XII) for loss of profits (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, except as set forth in Schedule 12.2A to Exhibit 12.2) or consequential damages that are incurred or suffered by a third party and that form a part of the Company's payroll records. A Third Party Claim of such third party.
(c) Upon making any payment to an indemnified party for any indemnification claim under this Agreement, the indemnifying party shall be subrogated, to the extent of such payment (an “Indemnification Payment”), to any rights which the indemnified party or its affiliate may change its address have against any other parties (including under any insurance policies unless such insurance policies are paid for notice by the giving indemnified party) with respect to the subject matter underlying such indemnification claim. The indemnified party and its affiliates shall cooperate with the indemnifying party in the pursuit of notice thereof such rights and shall promptly turn over to the indemnifying party any payments (up to the amount of the Indemnification Payment) received in respect of such rights.
(d) Notwithstanding anything in this Agreement to the contrary, Seller shall have no liability for any failure by Purchaser or any of its affiliates to comply with applicable law after the date that is 180 days from the Closing by reason of the Xxxxxx Business being operated after such date in the manner hereinabove providedoperated prior to the Closing.
13.4 If (e) In respect of any matter set forth on item 2(a) or 3(b) of Exhibit 12.2 or any Environmental Breach (each, an “Indemnifiable Environmental Matter”) for which a Valid Claim Notice has been submitted, the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company indemnifying party shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and to control all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.Remedial
Appears in 1 contract
Samples: Purchase Agreement (SPX Corp)
Other Provisions. 13.1 This (a) The Participant understands and agrees that payments under this Agreement shall inure not be used for, or in the determination of, any other payment or benefit under any continuing agreement, plan, policy, practice or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans.
(b) The Participant agrees and understands that, upon payment of Shares under this Agreement, stock certificates (or other indicia of ownership) issued may be held as collateral for monies he/she owes to Company or any of its parents, affiliated or subsidiary companies or their vendor(s) contracted to provide business tools or services for use by Participant in his or her service as a member of the Board of Directors, including but not limited to personal loan(s) or Company credit card debt.
(c) RSUs, Shares and the Participant’s interest in RSUs and Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered at any time prior to the benefit Participant’s becoming entitled to payment of Shares under this Agreement.
(d) With respect to the right to receive payment of the Shares under this Agreement, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.
(e) The obligations of the Company under this Agreement are unfunded and unsecured. Each Participant shall have the status of a general creditor of the Company with respect to amounts due, if any, under this Agreement.
(f) The parties to this Agreement intend that this Agreement meet the applicable requirements of Section 409A of the Code and recognize that it may be binding upon necessary to modify this Agreement and/or the Plan to reflect guidance under Section 409A of the Code issued by the Internal Revenue Service. Participant agrees that the Board shall have sole discretion in determining (i) the Company and its successors and assigns whether any such modification is desirable or appropriate and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under terms of any such modification.
(g) The Participant shall become a party to this Agreement are of a personal nature and will not be assignable or delegable in whole by accepting the Award either electronically or in part without writing in accordance with procedures of the Company's prior written consentBoard, its delegates or agents.
13.2 The Executive represents and warrants (ih) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Nothing in this Agreement, and (ii) that all of his responses Agreement or the Plan shall confer upon the Participant the right to any requests, by or on behalf continue to serve as a director of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Williams Companies Inc)
Other Provisions. 13.1 Contractor hereby authorizes the Company at any time during the term of this Agreement to obtain Contractor’s complete credit histories and reviews. Without limiting the Company’s rights under Section IV, the parties agree that this Agreement may only be amended by a written instrument signed by an authorized representative of the Contractor and the Company. This Agreement shall inure be governed by, and construed and enforced in accordance with, the laws of Michigan. The courts of Michigan shall have exclusive jurisdiction to hear any dispute or controversy concerning or arising from this Agreement. In the benefit event of any litigation resulting herefrom, if the Company is the prevailing party, it shall be entitled to reasonable attorney’s fees and be binding upon (i) costs. This document constitutes the entire Agreement between the Company and its successors the Contractor concerning the subject matter hereof. Appendices A & B and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement any documents referenced herein are of a personal nature and will not be assignable or delegable in whole or in an integral part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement. This Agreement replaces any previous agreements between the Company and the Contractor with regard to any Program; provided, are truthful and complete.
13.3 All notices and statements however, each of the party’s obligations with respect to this any Services/work undertaken prior to the date hereof shall remain in full force and effect. This Agreement must may be executed in writing counterparts, each of which shall be deemed an original, but which together constitute one and the same instrument. This Agreement may be executed by facsimile signatures which the Company and Contractor agree shall be binding as original signatures. This Agreement shall not be interpreted either more or less favorably toward any party by virtue of the fact that such party or counsel was responsible or principally responsible for the drafting of all or a portion thereof. Captions and headings are for convenience only and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; not affect the interpretation hereof. No assignment or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach delegation of this Agreement by Company, then shall be valid without the prior written consent of the Company shall pay all amounts and damages the Contractor; however the Company may assign this Agreement to which the Executive may be entitled as a result any of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred its corporate affiliates Without Contractor’s consent. Waiver by the Executive to enforce Company or the Executive's rights hereunder and the Executive will be relieved Contractor, in any one or more instances, of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promisesany term, understandings, representationscondition, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification provision of this Agreement must shall not be considered a waiver of such provision(s) in writing and signed by all parties; the future or any attempt to modify this Agreementother term, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreementcondition, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionprovision.
Appears in 1 contract
Samples: Participating Contractor Agreement
Other Provisions. 13.1 (a) This Agreement may be executed in one or more counterparts, each of which shall inure for all purposes be deemed to be an original but all of which together shall constitute one and the benefit same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of and be binding upon the existence of this Agreement.
(ib) This Agreement is not an employment agreement between the Company and its successors Indemnitee, and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under nothing in this Agreement are of a personal nature and will not be assignable or delegable obligates the Company to continue Indemnitee in whole or in part without the CompanyIndemnitee's prior written consentOfficial Capacity.
13.2 The Executive represents and warrants (ic) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in Upon a payment to Indemnitee under this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.
(d) No supplement, modification, or amendment of this Agreement will be binding unless executed in writing signed by both parties hereto. No waiver of any of the provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar). A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a waiver on any future occasion or instance.
(e) The Company agrees to stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary.
(f) Indemnitee's rights under this Agreement shall extend to Indemnitee's spouse, members of Indemnitee's immediate family, and Indemnitee's representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as "Related Parties"), as the case may be, to the extent a Related Party or a Related Party's property is subject to a Proceeding by reason of Indemnitee's Official Capacity.
(g) To the extent that Indemnitee (i) pays Expenses that the Company is obligated to but does not advance, or (ii) incurs expense, liability, or loss for which the Company is obligated to indemnify Indemnitee, Indemnitee will be subrogated to the Company's general counsel rights of recovery against any insurance carrier or chief executive officer at the Company's then-current Principal Operating Offices. Notices other source to the Executive may be delivered to the Executive in person or to the Executive's then-current home address same extent as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of had paid such failure or breachExpense, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representationsliability, or warranties of any kind concerning those subjects except as expressly set forth in loss or advanced such expense under this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Other Provisions. 13.1 This (a) The Participant understands and agrees that payments under this Agreement shall inure not be used for, or in the determination of, any other payment or benefit under any continuing agreement, plan, policy, practice or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives, including, without limitation, any employment agreement, any change of control severance protection plan or any employee benefit plan as defined in Section 3(3) of ERISA, including, but not limited to qualified and non-qualified retirement plans.
(b) The Participant agrees and understands that, subject to the benefit limit expressed in clause (iii) of the following sentence, amounts otherwise payable under this Agreement, including without limitation any amounts payable to a deceased Participant’s beneficiary(ies), may be held as collateral for monies he/she owes to Company or any of its Affiliates, including but not limited to personal loan(s), Company credit card debt, relocation repayment obligations, or benefits from any plan that provides for pre-paid educational assistance. In addition, the Company may deduct from any payment to the Participant under this Agreement, or from any payment to his or her beneficiaries in the case of the Participant’s death, amounts intended to satisfy such debt, in whole or in part, provided that (i) such debt is incurred in the ordinary course of the employment relationship between the Company or any of its Affiliates and the Participant, (ii) the aggregate amount of any such debt-related collateral held or deduction made in any taxable year of the Company with respect to the Participant does not exceed $5,000, and (iii) the deduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
(c) The Participant acknowledges that this Award and similar awards are made on a selective basis and are, therefore, to be binding upon kept confidential.
(d) The Award or the Participant’s interest in a potential future Award, may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered at any time prior to both (i) the Company and its successors and assigns Participant’s becoming vested in the Award and (ii) payment of the Executive Award under this Agreement.
(e) If the Participant at any time forfeits any or all of the Award pursuant to this Agreement, the Participant agrees that all of the Participant’s rights to and interest in such Award issuable thereunder shall terminate upon forfeiture without payment of consideration.
(f) The Committee shall determine, in its sole discretion, whether an event has occurred resulting in the Executive's heirs forfeiture of the Award under this Agreement. All such determinations of the Committee shall be final and legal representativesconclusive.
(g) With respect to the right to receive payment under this Agreement, except nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Executive's duties and responsibilities Company.
(h) The obligations of the Company under this Agreement are unfunded and unsecured. Each Participant shall have the status of a personal nature and will not be assignable or delegable in whole or in part without general creditor of the Company's prior written consentCompany with respect to amounts due, if any, under this Agreement.
13.2 The Executive represents and warrants (i) The parties to this Agreement intend that he has no obligationspayments made hereunder will be either exempt from, contractual or otherwisemeet the requirements of, inconsistent Section 409A of the Code, and the Agreement shall be interpreted in a manner consistent with the Executive's obligations set forth such intent. If it is determined that any provision in this AgreementAgreement would result in the imposition of an applicable tax or penalty under Section 409A of the Code and related guidance issued by the Internal Revenue Service, and (ii) that all of his responses to any requests, the Agreement may be reformed by or on behalf of the Company, for information and/or documentsin its sole discretion, in connection with the Company's hiring to avoid potential imposition of the Executive and/or applicable tax or penalty. No action taken to comply with Section 409A of the negotiation Code shall be deemed to adversely affect the Participant’s rights (or the rights of any other person claiming by, through or under the Participant) under this AgreementAgreement or to require the Participant’s consent; provided, are truthful and completehowever, that neither the Company nor any of its officers, employees, or agents shall have any liability if the Agreement is not reformed as described above.
13.3 All notices (j) The Participant hereby automatically becomes a party to this Agreement whether or not he or she accepts the Award electronically or in writing in accordance with procedures of the Committee, its delegates or agents.
(k) Nothing in this Agreement shall interfere with or limit in any way the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time, nor confer upon the Participant the right to continue in the employ of the Company and/or an Affiliate.
(l) The Participant hereby acknowledges that the Award is nontransferable by Participant and statements that any attempt by Participant to transfer the Award will be void and unenforceable. Further, Participant acknowledges and agrees that nothing in this Agreement shall be construed as requiring the Committee to recognize a domestic relations order with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedAward.
13.4 If the Executive Resigns for Good Reason because of (im) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement Except as otherwise specifically permitted herein, no termination, amendment or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Award Agreement, orally other than amendments or modifications required by applicable law, shall adversely affect in writing, not executed by all parties any material way this Award without the written consent of the Participant.
(n) This Award Agreement will be voidconstrued in accordance with and governed by the laws of the State of Delaware, other than its laws respecting choice of law.
13.7 If (o) Nothing in this Award Agreement shall interfere with or limit in any provision way the right of this Agreementthe Company or any Affiliate to terminate any Participant’s employment at any time, for any or no reason, or its application shall confer upon the Participant the right to anyone continue in the employ or under as an officer of the Company or any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionAffiliate.
Appears in 1 contract
Samples: Short Term Non Equity Incentive Award Agreement (Williams Companies Inc)
Other Provisions. 13.1 This Agreement shall inure (a) The Seller shall, at its expense, furnish to the benefit Corporation such additional information concerning the Seller's student loan portfolio as the Corporation may reasonably request.
(b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Corporation or the Trustee from time to time to effect the sale hereunder of and be binding upon the FFELP Loans.
(ic) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under The provisions of this Loan Purchase Agreement are of a personal nature and will cannot be assignable waived or delegable in whole modified unless such waiver or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt the parties hereto, after written consent is obtained from the Facility Agent. Inaction or failure to modify this Agreement, orally or in writing, demand strict performance shall not executed by all parties will be voiddeemed a waiver.
13.7 (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska.
(e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto.
(f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
(g) If any provision of this AgreementLoan Purchase Agreement shall be held, or its application to anyone or under any circumstances, is adjudicated deemed to be invalid or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any jurisdiction, such invalidity other situation or unenforceability will not affect of rendering any other provision or application provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof.
(h) All notices, requests, demands or other instruments which can may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Corporation: Nelnet Education Loan Funding, Inc. 121 South 13th Street, Suite 201 Lincoln, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxx X. Xxxxxx Telephone: (402) 458-2301 Facsimile: (402) 458-2399 with a copy to the Trustee at: Wells Fargo Bank Minnesota, National Association Corporate Trust Services 6th & Marquette, N9303-110 Minneapolis, Minnesota 55479 Xxxxxxxxx: Xxxxx X. Xxxxx Telephone: 612-667-4802 Facsimile: 612-667-2149 if to the Facility Agent: Royal Bank of Canada 2711 Centerville Road Wilmington, Delawarx 00000 Xxxxxxxxx: Xxxxxxxx Xxxxxxxx Xf to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed.
(i) This Loan Purchase Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for.
(j) Time is of the essence in this Loan Purchase Agreement.
(k) This Loan Purchase Agreement may not be amended without prior written consent of the Bond Insurer.
(1) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, without the invalid or unenforceable provision or application prior written consent of the Corporation, the Bond Insurer and will not invalidate or render unenforceable such provision or application in any other jurisdictionthe Facility Agent.
Appears in 1 contract
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Lenders and warrants the Administrative Agent on demand for all reasonable costs and expenses (iincluding, without limitation, reasonable attorneys’ fees) that he has no obligationsincurred by such parties in negotiating, contractual or otherwisedocumenting and consummating this Amendment, inconsistent with the Executive's obligations set forth in this Agreementother documents referred to herein, and the transactions contemplated hereby and thereby.
(iic) that all of his responses to any requestsTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, by or on behalf CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Companyamendments contained herein, for information and/or documents, in connection with the Company's hiring each of the Executive and/or with Borrower and Holdings hereby waives and releases each of the negotiation of this Agreement, are truthful Lenders and complete.
13.3 All notices the Administrative Agent from any and statements all known claims and defenses with respect to this the Credit Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to other Credit Documents and the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedtransactions contemplated thereby.
13.4 If (f) Each of the Executive Resigns for Good Reason because of (i) Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Company's failure Administrative Agent may from time to pay time reasonably request to carry out the Executive on a timely basis transactions contemplated by this Amendment, the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate Credit Documents and all reasonable legal fees other agreements executed and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)delivered in connection herewith.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises(g) THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND THE TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, understandingsAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, representations, or warranties of any kind concerning those subjects except as expressly set forth in this AgreementA NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Lenders and warrants the Administrative Agent on demand for all reasonable costs and expenses (iincluding, without limitation, reasonable attorneys’ fees) that he has no obligationsincurred by such parties in negotiating, contractual or otherwisedocumenting and consummating this Amendment, inconsistent with the Executive's obligations set forth in this Agreementother documents referred to herein, and the transactions contemplated hereby and thereby.
(iic) that all of his responses to any requestsTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, by or on behalf CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Companyamendments contained herein, for information and/or documents, in connection with the Company's hiring each of the Executive and/or with Borrower and Holdings hereby waives and releases each of the negotiation of this Agreement, are truthful Lenders and complete.
13.3 All notices the Administrative Agent from any and statements all known claims and defenses with respect to this the Credit Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to other Credit Documents and the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedtransactions contemplated thereby.
13.4 If (f) Each of the Executive Resigns for Good Reason because of (i) Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Company's failure Administrative Agent may from time to pay time reasonably request to carry out the Executive on a timely basis transactions contemplated by this Amendment, the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate Credit Documents and all reasonable legal fees other agreements executed and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)delivered in connection herewith.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises(g) THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, understandingsAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, representations, or warranties of any kind concerning those subjects except as expressly set forth in this AgreementA NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Lenders and warrants the Administrative Agent on demand for all reasonable costs and expenses (iincluding, without limitation, reasonable attorneys’ fees) that he has no obligationsincurred by such parties in negotiating, contractual or otherwisedocumenting and consummating this Amendment, inconsistent with the Executive's obligations set forth in this Agreementother documents referred to herein, and the transactions contemplated hereby and thereby.
(iic) that all of his responses to any requestsTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, by or on behalf CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Companyamendments contained herein, for information and/or documents, in connection with the Company's hiring each of the Executive and/or with Borrower and Holdings hereby waives and releases each of the negotiation of this Agreement, are truthful Lenders and complete.
13.3 All notices the Administrative Agent from any and statements all known claims and defenses with respect to this the Credit Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to other Credit Documents and the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedtransactions contemplated thereby.
13.4 If (f) Each of the Executive Resigns for Good Reason because of (i) Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Company's failure Administrative Agent may from time to pay time reasonably request to carry out the Executive on a timely basis transactions contemplated by this Amendment, the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate Credit Documents and all reasonable legal fees other agreements executed and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)delivered in connection herewith.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises(g) THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, understandingsAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. LEGAL02/39302758v7
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Other Provisions. 13.1 This Agreement (a) The Company shall inure not seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, and shall not take or fail to take any other action if such action or failure would reasonably be expected to have the benefit effect of prohibiting or otherwise interfering, with the performance of the Company’s indemnification, advancement or other obligations under this Agreement.
(b) All notices, requests, demands and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities other communications under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, (ii) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third business day following the date of mailing if delivered by domestic registered or certified mail return receipt requested; hand delivery with written acknowledgment mail, properly addressed, or on the fifth business day following the date of receipt; or overnight courier with delivery-tracking capability. Notices mailing if sent by airmail from a country outside of North America, to the Indemnitee at the address shown on the signature page of this Agreement, to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated shown on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision signature page of this Agreement, or its application in either case as subsequently modified by written notice.
(c) This Agreement and all disputes or controversies arising out of or related to anyone this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. The Company and the Indemnitee each hereby irrevocably consents to the jurisdiction of the state courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.
(d) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.
(e) This Agreement shall not be deemed an employment contract between the Company and any circumstancesIndemnitee who is an officer of the Company, and, if the Indemnitee is adjudicated an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company or by Company policy.
(f) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be invalid necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
(g) This Agreement may not be amended, modified, or unenforceable supplemented in any jurisdictionmanner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such invalidity right or unenforceability will not affect power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other provision or application further exercise thereof or the exercise of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionright or power.
Appears in 1 contract
Other Provisions. 13.1 (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works.
(b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.
(c) This Agreement shall inure to the benefit of and not be binding upon (i) deemed an employment contract between the Company and its successors any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and assigns and (ii) with or without severance compensation, except as may be otherwise provided in a separate written contract between the Executive Indemnitee and the Executive's heirs Company.
(d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and legal representativesthe Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, except that including the Executive's duties and responsibilities execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. The Company shall not be liable under this Agreement are to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment under any insurance policy, provision of the Certificate of Incorporation or the Bylaws of the Company or otherwise of the amounts otherwise indemnifiable hereunder. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee as a personal nature result of the Indemnitee’s service to and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or activities on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to any entity other than the Company shall be addressed to the Company's general counsel reduced by any amount Indemnitee has actually received as indemnification or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving advancement of notice thereof in the manner hereinabove providedExpenses from such other entity.
13.4 If the Executive Resigns for Good Reason because of (ie) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach Except as provided in Section 11 of this Agreement and in the next sentence of this Section 19(e), Indemnitee shall not be entitled to payment of Expenses or advancement of Expenses with respect to any Proceeding brought by Indemnitee against the Company, then any subsidiary of the Company, any entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors has consented to the initiation of such Proceeding or the Company provides indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. This Section 19(e) shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.
(f) Except as otherwise provided in this section, this Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. To the extent that a change in Delaware law (whether by statute or judicial decision) or the Certificate of Incorporation of the Company shall pay all amounts and damages to which permit broader indemnification or advancement of expenses than is provided under the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement terms of the parties concerning Bylaws of the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing Company and signed by all parties; any attempt to modify this Agreement, orally or in writingIndemnitee shall be entitled to such broader indemnification and advancements, not executed by all parties will and this Agreement shall be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated deemed to be invalid or unenforceable in any jurisdiction, amended to such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionextent.
Appears in 1 contract
Samples: Indemnification Agreement (Assertio Holdings, Inc.)
Other Provisions. 13.1 This The validity, interpretation, construction, and performance of this Agreement shall inure be governed by the laws of the State of Michigan without reference to the benefit principles of and be binding upon (i) the conflict of laws. The Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities shall withhold from any amounts payable under this Agreement are all Federal, state, local, or other taxes required pursuant to any law, regulation or ruling. The Company will not be responsible for Employee's personal income or other taxes resulting from Employee's receipt of a personal nature Severance Benefits that may be provided under this Agreement. This Agreement and will the right to receive Severance Benefits hereunder, shall not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligationstransferable, contractual whether by pledge, creation of a security interest, or otherwise. In the event of any attempted assignment or transfer by the Employee contrary to this section, inconsistent with the Executive's obligations set forth in this Agreement, such assignment or transfer shall be void and (ii) that all of his responses to any requests, by no force or on behalf of effect against the Company, for information and/or documentsand the Company shall have no liability or obligation to pay or provide any amount or benefit so assigned or transferred. Any term or provision hereof that is invalid, in connection with illegal, or unenforceable shall not affect the Company's hiring validity or enforceability or the remaining terms and provision hereof or the validity or enforceability of the Executive and/or with offending term in any other situation or in any other jurisdiction, and another appropriate provision shall apply in the negotiation place of this Agreementsuch provision, are truthful and complete.
13.3 All notices and statements with respect insofar as legally permissible, that comes closest in economic terms to what the parties wanted or would have wanted had they been aware of the invalidity of the provision. . Amendments to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be invalid unless made in writing and signed by all parties; any attempt both the Company and Employee. Any notice required to modify this Agreementbe given by a party to the other hereunder shall be in writing and delivered in person or sent by certified or registered mail, orally return receipt requested, or by nationally recognized overnight delivery service. Such notices shall be deemed to be effective when delivered (if in person) or sent (if mailed or tendered for delivery) at the address of the parties set forth above or at such other address as that party shall hereafter designate in writing. This Agreement shall constitute the entire understanding of the parties relating to the subject matter and any and all prior understandings, not agreements or representations, written or oral, shall be merged into and barred by the execution hereof. This Agreement may be executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdictionnumber of counterparts, such invalidity or unenforceability will not affect any other provision or application each of this Agreement which can shall be given effect without deemed an original, but all of which together shall constitute one and the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionsame instrument.
Appears in 1 contract
Other Provisions. 13.1 This Agreement 9.1 Save the said Office/ Shop/ Godown the Allottee shall inure have no right nor shall claim any right whatsoever or howsoever over and in respect of other Office/ Shop/ Godown and spaces or constructed areas to the extent not forming part of the Common Areas and Installations and the Promoter shall be absolutely entitled to use, enjoy, transfer, sell and/or part with possession of the same and/or to deal with the same in any manner and to any person and on any terms and conditions as the Promoter, in its absolute discretion, shall think fit and proper and the Allottee hereby consents to the same and agrees not to obstruct or hinder or raise any objection with regard thereto nor to claim any right of whatsoever nature over and in respect of the said areas and spaces belonging to the Promoter exclusively.
9.2 The said Office/ Shop/ Godown is liable to be assessed to municipal tax for the quarter subsequent to the quarter in which the said Office/ Shop/ Godown has been granted Full Completion Certificate. The Allottee shall within months from the date hereof apply for at her own costs separate assessment and mutation of the said Office/ Shop/ Godown in the records of the concerned authorities.
9.3 In case of any amount (including maintenance charges) being due and payable by the Allottee to the Promoter and/or the Maintenance In-Charge, the Allottee shall not be entitled to let out, transfer or part with the possession of the said Office/ Shop/ Godown till the time the same are fully paid and No Dues Certificate is obtained from the Promoter and/or the Maintenance In-Charge or the association of allottees, as applicable.
9.4 Notwithstanding anything elsewhere to the contrary herein contained it is expressly agreed and understood that the Promoter shall be exclusively entitled to and shall have the exclusive right to install its own glow sign /signage without any fee or charge and also to install and/or permit any telecom company or service provider to install Towers, V- Sat, Dish or other Antennas or installations of any nature in the Project on such terms and conditions as the Promoter may in its sole discretion think fit and proper without any objection or hindrance from the Allottee, and the Allottee hereby consents to the same;
9.5 The Promoter shall in its sole discretion be entitled to sell transfer deal with and/or otherwise dispose off the Parking Spaces and parking rights and/or grant to any allottee the right to park motor cars and/or other vehicles in or at the Parking Spaces save and except the Parking Spaces allotted to the Allottee herein
9.6 The Allottee shall have no connection whatsoever with the purchasers /buyers of the other Units and there shall be no privity of contract or any agreement arrangement or obligation or interest as amongst the Allottee and the other Allottees (either express or implied) and the Allottee shall be responsible to the Promoter for fulfillment of the Allottee’s obligations and the Allottee’s obligations and the Promoter’s rights shall in no way be affected or prejudiced thereby.
9.7 The properties and rights hereby transferred to the Allottee is and shall be one lot and shall not be partitioned or dismembered in part or parts in any manner. It is further agreed and clarified that any transfer of the said Unit by the Allottee shall not be in any manner in consistent herewith and the covenants herein contained shall run with the land.
9.8 Notwithstanding anything to the contrary contained elsewhere in this Deed, it is expressly declared that the transfer of the proportionate undivided indivisible impartible share in the Common Areas and Installations in the name of the Allottee is being done in the capacity of the Allottee as a trustee on behalf of and for the benefit of the Association / Maintenance Company (as applicable) to be ultimately formed for the Project and that the Allottee shall transfer the proportionate undivided indivisible impartible share in the Common Areas and Installations in favour of the Association / Maintenance Company (as applicable) at its own costs at the appropriate time after formation of the Association / Maintenance Company (as applicable) and/or at such time when all the Allottees of different Units transfer their proportionate undivided indivisible impartible share in the Common Areas and Installations in favour of the Association / Maintenance Company (as applicable). The Promoter is under an obligation to transfer in favour of the Allottee the proportionate undivided indivisible impartible share in the Common Areas and Installations in respect of the said Office/ Shop/ Godown . From Section 17 of the Real Estate (Regulation and Development) Act, 2016 it appears that the undivided proportionate title in the Common Areas and Installations is to be binding upon transferred to the Association in addition to handing over of the Common Areas and Installations to the Association. However, from Clause 10 of Annexure ‘A’ to the West Bengal Real Estate (iRegulation and Development) Rules, 2021 it appears that by the Company Deed of Conveyance, title of the said Office/ Shop/ Godown together with proportionate indivisible share in the Common Areas and its successors Installations are to be transferred to the Allottee. It also appears from Section 5(2) of the WB Apartment Ownership Act, 1972 that undivided interest in the common areas and assigns facilities shall be deemed to be conveyed or encumbered with the Office/ Shop/ Godown even though such interest is not expressly mentioned in the conveyance. Accordingly, there is contradiction, ambiguity and/or lack of clarity regarding transfer of the undivided proportionate share in the Common Areas and (ii) Installations. Further as per the Executive registration procedure followed by the Registration Authorities in West Bengal for registering Deeds of Conveyance regarding Office/ Shop/ Godown, the market valuation of the Office/ Shop/ Godown is to be ascertained from the website of the Registration Authorities and the Executive's heirs same is required to be approved by the Registration Authorities for enabling the Deeds of Conveyance to be registered. The Market Valuation e-Assessment Slip regarding any Office/ Shop/ Godown can be generated only on the basis of super built-up area which includes the undivided proportionate share in the Common Areas and legal representativesInstallations and market valuation is made on such basis taking into consideration the undivided proportionate share in the Common Areas and Installations. Stamp duty and registration fees are payable on the basis of such valuation including undivided proportionate share in the Common Areas and Installations without which the Deed of Conveyance cannot be registered. Under the aforesaid circumstances, except it is not possible for the Promoter to execute this Deed of Conveyance in favour of the Purchaser only in respect of the said Office/ Shop/ Godown excluding the proportionate undivided indivisible impartible share in the Common Areas and Installations in respect of the said Office/ Shop/ Godown . Further and in any event, presently there is no procedure for registration of a Deed of Transfer / Conveyance of undivided proportionate share in the Common Areas and Installations in favour of the Association without any consideration. The consideration for the undivided proportionate share in the Common Areas and Installations is being paid by the Allottee and no amount is or shall be receivable by the Promoter from the Association. Under the circumstances, at present there is no practical method of transfer of undivided proportionate share in the Common Areas and Installations in favour of the Association without payment of any consideration. In view of the above situation, the Promoter has no option but to execute this Deed of Conveyance in favour of the Allottee transferring also the undivided proportionate share in the Common Areas and Installations since the stamp duty and registration fees are being paid by the Allottee on such basis and in as much as the ultimate aim of the Real Estate (Regulation and Development) Act, 2016 including Section 17 thereof and Annexure A of the Rules is that the Executive's duties Promoter should not retain ownership of the undivided proportionate share in the Common Areas and responsibilities under this Agreement are Installations which should be transferred to the Allottee and/or for his benefit to the Association. Under such circumstances, the Promoter is hereby discharging its obligation of transfer of the proportionate undivided indivisible impartible share in the Common Areas and Installations in respect of the said Office/ Shop/ Godown in favour of the Allottee herein with the understanding that the Allottee shall hold the same in trust for the Association / Maintenance Company (as applicable) to be formed in future in respect of the Project and shall transfer the same to such Association / Maintenance Company (as applicable) in accordance with law, if and when clarity is available on the above issue. If necessary, the Promoter agrees to join as a personal nature party to such deed and/ or document for transfer of undivided proportionate share in the Common Areas and will not Installations in favour of the Association / Maintenance Company (as applicable). The stamp duty and registration fees, if any, for such transfer shall be assignable or delegable in whole or in part without payable by the Company's prior written consentPurchaser proportionately along with all the Allottees of the Project.
13.2 9.9 The Executive represents Allottee shall be and warrants (i) that he has no obligations, contractual remain responsible for and indemnify the Promoter and the Maintenance In-charge against all damages costs claims demands and proceedings occasioned to the said Project or otherwise, inconsistent with any other part of the Executive's obligations set forth in this Agreement, and (ii) that all of his responses Project or to any requests, person due to negligence or any act deed or thing made done or occasioned by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing Allottee and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; also indemnify the Promoter against all actions claims proceedings costs expenses and demands made against or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice suffered by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled Promoter as a result of such failure any act omission or breach, including interest thereon negligence of the Allottee or the servants agents licensees or invitees of the Allottee and/or any breach or non-observance non-fulfillment or non-performance of the terms and conditions of the Sale Agreement and these presents to be observed fulfilled and performed by the Allottee.
9.10 The Project at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred said Land shall bear the name “ ” unless changed by the Executive Promoter from time to enforce the Executive's rights hereunder time in its absolute discretion and the Executive will Logo " " shall always be relieved of all obligations under Section 10 (noncompetition)displayed at a prominent place in the Project.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification 9.11 The paragraph heading(s) do not form a part of this Agreement must Indenture and have been given only for the sake of convenience and shall not be in writing and signed by all parties; any attempt to modify this Agreement, orally taken into account for the construction or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.interpretation thereof
Appears in 1 contract
Samples: Deed of Conveyance
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ia) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Except as expressly provided in this Agreement, the Pledgor hereby waives presentment, demand for payment, notice of default, nonperformance and dishonor, protest and notice of protest of or in respect of the Secured Agreements or the Secured Obligations, notice of acceptance of this Agreement and reliance hereupon by the Collateral Agent and notice of any sale of collateral security or any default of any sort.
(iib) The Pledgor waives all errors or omissions of the Collateral Agent in connection with the administration of the security interests created hereby and the Collateral, except errors or omissions which constitute gross negligence or willful misconduct.
(c) The Pledgor agrees that the Collateral Agent, any Secured Party, any Original Holder and any New Holder may at any time, without notice to or consent of the Pledgor, and without in any manner affecting the liability of the Pledgor hereunder, amend, modify or waive any term or condition of any Secured Agreement and any of the other Secured Obligations and any collateral security therefor and otherwise deal with Pledgor as if this Agreement did not exist.
(d) The Pledgor is not relying upon the Collateral Agent to provide to the Pledgor any information concerning the FCC License Subsidiary, including, without limitation, information which might have a Material Adverse Effect, and the Pledgor has made arrangements satisfactory to the Pledgor to obtain from the FCC License Subsidiary on a continuing basis such information concerning the FCC License Subsidiary as the Pledgor may desire.
(e) In addition to all other rights it may have at law or otherwise, upon the occurrence and during the continuance of his responses an Event of Default, the Collateral Agent is hereby authorized at any time and from time to time, without notice, to set-off against any requestsand all obligations which the Collateral Agent may owe to the FCC License Subsidiary or the Pledgor, of any kind or nature, and the Pledgor shall continue to be liable to the Collateral Agent for any deficiency with interest at the applicable interest rate forth in the Original Indenture.
(f) Notwithstanding anything to the contrary contained in Secured Agreements or in any other agreement, instrument or document executed by the Pledgor in connection with the Secured Agreements, the Collateral Agent will not take any action pursuant to this Agreement or any document referred to above which would constitute or result in any assignment of any FCC license or any change of control (whether de jure or de facto) of the Pledgor or the FCC License Subsidiary if such assignment of any FCC license or change of control would require, under then existing law, the prior approval of the FCC without first obtaining such prior approval of the FCC. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, subject to terms and conditions of this Agreement, the Pledgor agrees to take any action that the Collateral Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Collateral Agent to exercise and enjoy, the full rights and benefits granted to the Collateral Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the Pledgor, the use of its best efforts to assist in obtaining approval of the FCC for any action or transaction contemplated by this Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC the assignor's or transferor's portion of any application or applications for consent to the assignment of license or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of (i) any sale or other disposition of the Collateral by or on behalf of the CompanyCollateral Agent, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any assumption by the Collateral Agent of voting rights in the Collateral effected in accordance with the terms of this Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as from time to time in effect (the "Communications Act") and other applicable FCC regulations and published policies and decisions.
(g) The Pledgor agrees to indemnify and hold harmless the Collateral Agent, the Secured Parties, the Original Holders and the New Holders, the respective affiliates of the Collateral Agent, the Secured Parties, the Original Holders and the New Holders, and the respective officers, directors, employees, agents (including, without limitation each of their counsel), and controlling persons of the Collateral Agent, the Secured Parties, the Original Holders and the New Holders, and each such affiliate (each, an "Indemnified Party") from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) of every nature and character arising out of or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to this Agreement or the Secured Agreements or the transactions contemplated hereby or thereby (other than any such actions or expenses resulting from the gross negligence or willful misconduct of the Indemnified Parties seeking indemnity under this Agreement), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such investigation, litigation or other proceeding whether or not such Indemnified Party is a party thereto, and the Pledgor agrees to reimburse each Indemnified Party, upon demand, for all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) incurred in connection with any of the foregoing. In litigation, or the preparation therefor, the Collateral Agent, the Secured Parties, the Original Holders and the New Holders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Pledgor agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Pledgor under this Section 21(g) are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The Pledgor shall not make any claim against any Indemnified Party for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefor is based in contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the transactions contemplated by, and the relationship established by the Secured Agreements or any act, omission or event occurring in connection therewith, and the Pledgor hereby waives, releases and agrees not to xxx upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in the Pledgor's favor. The covenants contained in this Section 21(g) shall survive payment or satisfaction in full of all other of the Secured Obligations.
(h) The Pledgor hereby appoints C T Corporation System (the "Process Agent") located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its legally authorized process agent to accept service on behalf of the Pledgor.
(i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflicts of laws principles other than New York General Obligations Law Sections 5-1401 and 5-1402. The Pledgor agrees that any suit for the enforcement of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result brought in the courts of the State of New York or any federal court sitting therein and consents to the nonexclusive jurisdiction of such failure or breach, including interest thereon court and service of process in any such suit being made upon the Pledgor by mail to the Process Agent at the maximum non-usurious rate address specified in Section 21(h). The Pledgor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.
(j) This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all reasonable legal fees and expenses and other costs incurred of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Executive party against whom enforcement is sought.
(k) This Agreement and any other documents executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 21(m).
(l) The Pledgor hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, or any of the other loan documents, any rights or obligations hereunder or thereunder or the performance of such rights and obligations. Except as prohibited by law, the Pledgor hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Pledgor (a) certifies that no agent or representative of the Collateral Agent, the Secured Parties or any Holder, has represented, expressly or otherwise, that the Collateral Agent, any Secured Party or any Holder, as the case may be, would not, in the event of litigation, seek to enforce the Executive's rights hereunder foregoing waivers and (b) acknowledges that the Collateral Agent, the Secured Parties, the Original Holders and the Executive will be relieved of all obligations under Section 10 (noncompetition)New Holders have been induced to enter into this Agreement and Secured Agreements, as applicable, based on, among other things, the waivers and certifications contained herein.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, (m) Any consent or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of approval required or permitted by this Agreement must to be in writing given by the Collateral Agent may be given, and signed by all parties; any attempt to modify term of this Agreement, orally may be amended, and the performance or in writing, not executed observance by all parties will be void.
13.7 If the Pledgor of any provision terms of this Agreement, or its application the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Pledgor and the written consent of the Collateral Agent. No waiver shall extend to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Collateral Agent or any Secured Party in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Pledgor shall entitle the Pledgor to other provision or application of further notice or demand in similar or other circumstances.
(n) Notwithstanding the foregoing, this Agreement which can may be given effect without amended, revised and supplemented only with the invalid or unenforceable provision or application consent of the parties hereto and will not invalidate or render unenforceable such provision or application in any other jurisdiction.accordance with the requirements of Sections 6.6 and 6.7
Appears in 1 contract
Other Provisions. 13.1 (a) The Seller shall, at its expense, furnish to the Corporation such additional information concerning the Seller's student loan portfolio as the Corporation may reasonably request.
(b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Corporation or the Trustee from time to time to effect the sale hereunder of the FFELP Loans.
(c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto, after written consent is obtained from the Facility Agent. Inaction or failure to demand strict performance shall not be deemed a waiver.
(d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska.
(e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto.
(f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
(g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof.
(h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Corporation: Nelnet Student Loan Warehouse Corporation-1 121 South 13th Street, Suite 401 Lincoln, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxx X. Xxxxxx Telephone: (402) 458-2301 Facsimile: (402) 458-2399 with a copy to the Trustee at: Zions First National Bank Corporate Trust Division 717 17th Street, Suite 301 Denver, Co 80200 Xxxxxxxxx: Xxxxx X Xxxx - XX & Xxxxx Xxxicer Telephoxx: (000) 006-6339 Facsimile: (303) 296-6516 if to the Facility Agent: Royal Bank of Canada 2711 Centerville Road Wilmington, Delawarx 00000 Xxxxxxxxx: Xxxxxxxx Xxxxxxxx Xf to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed.
(i) This Loan Purchase Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for.
(j) Time is of the essence in this Loan Purchase Agreement.
(k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part, without the prior written consent of the Corporation and the Facility Agent.
(l) No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Corporation is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement.
(m) Acts to be taken by the Corporation with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Corporation, which qualifies as an "eligible lender" trustee under the Higher Education Act, and all references herein to the Corporation shall incorporate by this reference the fact that the Trustee will be acquiring and holding title to FFELP Loans on behalf of the Corporation, all as required under the Higher Education Act.
(n) The parties hereto acknowledge that the Trustee, the Facility Agent and other parties to the Financing Agreement, shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and any such credit providers may become an assignee of the Corporation. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder.
(o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Corporation and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the Corporation to the Trustee, its provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of and be binding upon (i) the Company Trustee and its successors and assigns assigns. Without limiting the generality of the foregoing, all representations, covenants and (ii) agreements in this Loan Purchase Agreement which expressly confer rights upon the Executive Trustee shall be for the benefit of and run directly to, the Trustee, and the Executive's heirs Trustee shall be entitled to rely on and legal representativesenforce such representations, except that covenants and agreements to the Executive's duties and responsibilities under this Agreement are of same extent as if it were a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 party hereto. The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or foregoing creates a permissive right on behalf of the CompanyTrustee, for information and/or documents, the Trustee shall not be under any duties or obligations hereunder. If there is an Event of Default (as defined in connection with the Company's hiring of Financing Agreement) under the Executive and/or with Financing Agreement and the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated Trustee forecloses on its security interest on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by CompanyEligible Loans, then the Company Trustee shall pay assume all amounts duties and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this AgreementCorporation hereunder.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Other Provisions. 13.1 Vendor hereby authorizes the Company at any time during the term of this Agreement to obtain Vendor’s complete credit histories and reviews. Without limiting the Company’s rights under Section IV, the parties agree that this Agreement may only be amended by a written instrument signed by an authorized representative of the Vendor and the Company. This Agreement shall inure be governed by, and construed and enforced in accordance with, the laws of Michigan. The courts of Michigan shall have exclusive jurisdiction to hear any dispute or controversy concerning or arising from this Agreement. In the benefit event of any litigation resulting herefrom, if the Company is the prevailing party, it shall be entitled to reasonable attorney’s fees and be binding upon (i) costs. This document constitutes the entire Agreement between the Company and its successors the Vendor concerning the subject matter hereof. Appendices A & B and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement any documents referenced herein are of a personal nature and will not be assignable or delegable in whole or in an integral part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement. This Agreement replaces any previous agreements between the Company and the Vendor with regard to any Program; provided, are truthful and complete.
13.3 All notices and statements however, each of the party’s obligations with respect to this any Services/work undertaken prior to the date hereof shall remain in full force and effect. This Agreement must may be executed in writing counterparts, each of which shall be deemed an original, but which together constitute one and the same instrument. This Agreement may be executed by facsimile signatures which the Company and Vendor agree shall be binding as original signatures. This Agreement shall not be interpreted either more or less favorably toward any party by virtue of the fact that such party or counsel was responsible or principally responsible for the drafting of all or a portion thereof. Captions and headings are for convenience only and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; not affect the interpretation hereof. No assignment or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach delegation of this Agreement by Company, then shall be valid without the prior written consent of the Company shall pay all amounts and damages the Vendor; however the Company may assign this Agreement to which the Executive may be entitled as a result any of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred its corporate affiliates Without Vendor’s consent. Waiver by the Executive to enforce Company or the Executive's rights hereunder and the Executive will be relieved Vendor, in any one or more instances, of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promisesany term, understandings, representationscondition, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification provision of this Agreement must shall not be considered a waiver of such provision(s) in writing and signed by all parties; the future or any attempt to modify this Agreementother term, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreementcondition, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdictionprovision.
Appears in 1 contract
Samples: Participating Vendor Agreement
Other Provisions. 13.1 This Agreement The invalidity or unenforceability of any provisions hereof shall not affect or impair the validity of any other provision. The headings herein are inserted only for convenience and reference and shall have no substantive import. Where necessary, the singular imports the plural and vice-versa, and masculine, feminine and neuter pronouns and expressions are interchangeable. The Lease shall bind and inure to the benefit of LANDLORD and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and TENANT, their respective heirs, administrators, legal representatives, except successors and assigns. During the term of the Lease, LANDLORD's acceptance of an amount which is less than the amount due at that the Executive's duties and responsibilities under this Agreement are time, will be deemed partial payment only, not payment in full. This Lease shall be governed by Minnesota law. One or more waivers of any provision by either party shall not be construed as a personal nature and waiver of subsequent breach of same. Failure to enforce or delay in enforcing any right hereunder will not be assignable or delegable construed as a waiver thereof. Each party expressly (a) consents to the maintaining of any such action in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreementany court of competent subject matter jurisdiction, and (iib) agrees that all the mailing, with postage prepaid, registered or certified mail, of his responses any complaint or other legal process to it, at either the address stated in this Lease for notices or any requestsother address where that party is then actually residing or doing business, by or on behalf constitutes legally sufficient service of the Company, for information and/or documents, in connection with the Company's hiring same upon that party as of the Executive and/or with postmark date of the negotiation of this Agreementmailing, are truthful and complete.
13.3 All notices and statements with respect it being each party's intent to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth waive in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result event of such failure a mailing, any insufficiency of service of process, lack of personal jurisdiction claim, or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement like that might otherwise arise from provisions of the parties concerning law otherwise requiring a different form of personal service. TENANT and any guarantors agree to provide LANDLORD with a current financial statement on or before four (4) months after the subjects covered herein; there are no promises, understandings, representations, or warranties end of any kind concerning those subjects except as expressly set forth in this Agreementtheir fiscal year. The financial statement shall meet generally accepted accounting principles.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Office/Service Building Lease (Summit Medical Systems Inc /Mn/)
Other Provisions. 13.1 (a) This Employment Agreement will be governed by, construed and enforced in accordance with the laws of the State of Texas, excluding any conflicts of law, rule or principle that might otherwise refer to the substantive law of another jurisdiction.
(b) Except as otherwise indicated, this Employment Agreement is not assignable without the written authorization of both parties; provided that WorldQuest may assign this Employment Agreement to any entity to which WorldQuest transfers substantially all of its assets or to any entity which is a successor to WorldQuest by reorganization, incorporation, merger or similar business combination. In the event of any such transfer or assignment by WorldQuest, the rights and privileges of the Board hereunder shall be vested in the Board of Directors or other governing body of the transferee or successor entity. However, notwithstanding anything to the contrary contained herein, this Employment Agreement will be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of WorldQuest, and WorldQuest will require any such successor by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Employment Agreement in the same manner and to the same extent that WorldQuest would be required to perform if no such succession had taken place. In addition to the Executive's rights above, if a Change in Control of WorldQuest occurs as described in Paragraph 2(c) above, the failure of WorldQuest to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Employment Agreement and shall entitle the Executive to compensation from WorldQuest in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive resigned from the Executive's employment due to a Constructive Termination, as described in Paragraph 2(c) above, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Employment Agreement, "WorldQuest" shall mean WorldQuest as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 7(b) or which otherwise becomes bound by all the terms and provisions of this Employment Agreement by operation of law. This Employment Agreement and all rights of the parties hereto shall inure to the benefit of and be binding upon (i) enforceable by the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and parties hereto, their assigns, personal or legal representatives, except that the Executive's duties executors, administrators, successors, heirs, distributees, devises and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentlegatees.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Other Provisions. 13.1 (a) This Agreement Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall inure be deemed to the benefit of be an original, and be binding upon (i) the Company and its successors and assigns and (ii) the Executive all counterparts, taken together, shall constitute but one and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentsame document.
13.2 (b) The Executive represents Borrower agrees to reimburse the Lenders and warrants the Administrative Agent on demand for all reasonable costs and expenses (iincluding, without limitation, reasonable attorneys’ fees) that he has no obligationsincurred by such parties in negotiating, contractual or otherwisedocumenting and consummating this Amendment, inconsistent with the Executive's obligations set forth in this Agreementother documents referred to herein, and the transactions contemplated hereby and thereby.
(iic) that all of his responses to any requestsTHIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(d) THIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, by or on behalf CORRESPONDENCE, AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
(e) In consideration of the Companyamendments contained herein, for information and/or documents, in connection with the Company's hiring each of the Executive and/or with Borrower and Holdings hereby waives and releases each of the negotiation of this Agreement, are truthful Lenders and complete.
13.3 All notices the Administrative Agent from any and statements all known claims and defenses with respect to this the Credit Agreement must be and the other Credit Documents and the transactions contemplated thereby, in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices each case, arising prior to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provideddate hereof.
13.4 If (f) Each of the Executive Resigns for Good Reason because of (i) Borrower and Holdings agrees to take all further actions and execute such other documents and instruments as the Company's failure Administrative Agent may from time to pay time reasonably request to carry out the Executive on a timely basis transactions contemplated by this Amendment, the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate Credit Documents and all reasonable legal fees other agreements executed and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)delivered in connection herewith.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises(g) THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, understandingsAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, representations, or warranties of any kind concerning those subjects except as expressly set forth in this AgreementA NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Other Provisions. 13.1 This Agreement No provision of this agreement shall inure preclude Purdue from pursuing in an appropriate forum, when permitted by law, an appeal, collateral attack, writ, or motion claiming that Purdue received constitutionally ineffective assistance of counsel. Purdue agrees that it is authorized to enter into this agreement, that it has authorized the undersigned corporate representative, Xxxxxx X. Xxxxxx, to take this action, and that all corporate formalities for such authorization have been observed. Purdue has provided to the benefit United States a certified copy of a resolution of the governing body of Purdue, affirming that it has authority to enter into this agreement and be binding upon has (i1) reviewed this plea agreement in this case; (2) consulted with outside legal counsel in this matter; (3) authorized execution of this agreement; (4) authorized Purdue to enter a conditional plea of guilty if authorized in the Company and its successors and assigns Purdue Bankruptcy; and (ii5) authorized Xxxxxx X. Xxxxxx to execute this agreement and all other documents necessary to carry out the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under provisions of this agreement. A copy of this resolution attached hereto as Exhibit D. I have read this Agreement are and carefully reviewed every part of a personal nature it with outside counsel for Purdue Pharma L.P. (the “Company”). I understand the terms of this Agreement and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligationsvoluntarily agree, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, to each of its terms. Before signing this Agreement, I consulted outside counsel for information and/or documentsthe Company. Outside counsel and I discussed all of the Agreement’s provisions, including those addressing the charges, sentencing, stipulations, forfeiture and waiver, as well as the impact Rule 11(c)(1)(C) of the Federal Rules of Criminal Procedure has upon this agreement. Counsel fully advised me of the rights of the Company, of possible defenses, of the provisions of the U.S. Sentencing Guidelines, and of the consequences of entering into this Agreement. I have carefully reviewed the terms of this Agreement with the Board of Directors of the Company. I have caused outside counsel for the Company to advise the Board of Directors fully of the rights of the Company, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into the Agreement. No promises or inducements have been made other than those contained in this Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Agreement on behalf of the Company, in any way to enter into this Agreement. I am also satisfied with outside counsel’s representation in this matter. I certify that I am the Chairman of the Board of Directors of Purdue Pharma Inc., the general partner of the Company and that I have been duly authorized by the Board of Directors of the general partner of the Company to execute this Agreement on behalf of the Company. By: Xxxxxx X. Xxxxxx Date: October 20, 2020 Purdue Pharma L.P. I am counsel for Purdue Pharma L.P. (the “Company”) in the matter covered by this Agreement. In connection with such representation, I have examined the Company's hiring of relevant Company documents and have discussed the Executive and/or with the negotiation terms of this Agreement, are truthful including those addressing the charges, sentencing, stipulations, forfeiture and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicatedwaiver, as set forth in well as the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (iimpact Rule 11(c)(1)(C) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties Federal Rules of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify Criminal Procedure has upon this Agreement, orally or in writingwith the Company’s Board of Directors. Based on our review of the foregoing materials and discussion, not executed by all parties will be void.
13.7 If any provision I am of the opinion that the representative of the Company has been duly authorized to enter into this Agreement on behalf of the Company and that this Agreement has been duly and validly authorized, executed, and delivered on behalf of the Company and is a valid and binding obligation of the Company. Further, I have carefully reviewed the terms of the Agreement with the Board of Directors, the Chief Executive Officer, and the Chairman of the Board of Directors of Purdue Pharma Inc., the general partner of the Company. I have fully advised them of the rights of the Company, of possible defenses, of the provisions of the U.S. Sentencing Guidelines, and of the consequences of entering into this Agreement. To my knowledge, the decision of the Company to enter into this Agreement, or its application to anyone or under any circumstancesbased on the authorization of the Board of Directors, is adjudicated to be invalid or unenforceable in any jurisdictionan informed and voluntary one. By: Xxxxxxx X. Xxxxxxxxxx SKADDEN, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.ARPS, SLATE, XXXXXXX & XXXX LLP Counsel for Purdue Pharma L.P. Date: October 20, 2020 Purdue Pharma L.P.
Appears in 1 contract
Samples: Plea Agreement
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ia) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Except as expressly provided in this Agreement, the Pledgor hereby waives presentment, demand for payment, notice of default, nonperformance and dishonor, protest and notice of protest of or in respect of this Agreement, the Indenture, the Notes or the Secured Obligations, notice of acceptance of this Agreement and reliance hereupon by the Collateral Agent and notice of any sale of collateral security or any default of any sort.
(iib) The Pledgor waives all errors or omissions of the Collateral Agent in connection with the administration of Security Interest created hereby and the Collateral, except errors or omissions which constitute gross negligence or willful misconduct.
(c) The Pledgor agrees that the Collateral Agent, the Trustee or the Holders may at any time, without notice to or consent of the Pledgor, and without in any manner affecting the liability of the Pledgor hereunder, amend, modify or waive any term or condition of the Indenture, the Notes, the Intercreditor Agreement and any of the other Secured Obligations and any collateral security therefor and otherwise deal with Pledgor as if this Agreement did not exist.
(d) The Pledgor is not relying upon the Collateral Agent to provide to the Pledgor any information concerning the Subsidiary, including, without limitation, information which might have a Material Adverse Effect, and the Pledgor has made arrangements satisfactory to the Pledgor to obtain from the Subsidiary on a continuing basis such information concerning the Subsidiary as the Pledgor may desire.
(e) In addition to all other rights it may have at law or otherwise, upon the occurrence and during the continuance of his responses an Event of Default, the Collateral Agent, is hereby authorized at any time and from time to time, without notice, to set-off against any and all obligations which the Collateral Agent may owe to the Subsidiary or the Pledgor, of any kind or nature, and the Pledgor shall continue to be liable to the Collateral Agent for any deficiency with interest at the applicable interest rate forth in the Indenture or the Notes.
(f) Notwithstanding anything to the contrary contained in the Indenture or in any other agreement, instrument or document executed by the Pledgor and delivered to the Collateral Agent, the Collateral Agent will not take any action pursuant to any requestsdocument referred to above which would constitute or result in any assignment of any FCC license or any change of control (whether de jure or de facto) of the Pledgor or the Subsidiary if such assignment of any FCC license or change of control would require, under then existing law, the prior approval of the FCC without first obtaining such prior approval of the FCC. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, subject to terms and conditions of this Agreement, the Pledgor agrees to take any action which the Collateral Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Collateral Agent to exercise and enjoy, the full rights and benefits granted to the Collateral Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the Pledgor, the use of its best efforts to assist in obtaining approval of the FCC for any action or transaction contemplated by this Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC the assignor's or transferor's portion of any application or applications for consent to the assignment of license or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of (i) any sale or other disposition of the Collateral by or on behalf of the CompanyCollateral Agent, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any assumption by the Collateral Agent of voting rights in the Collateral effected in accordance with the terms of this Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as from time to time in effect (the "Communications Act") and other applicable FCC regulations and published policies and decisions.
(g) the Pledgor agrees to indemnify and hold harmless the Collateral Agent, the Trustee, and the Holders, the respective affiliates of the Collateral Agent, the Trustee, and the Holders, and the respective officers, directors, employees, agents (including, without limitation each of their counsel), and controlling persons of the Collateral Agent, the Trustee, and the Holders and each such affiliate (each, an "Indemnified Party") from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in- house counsel and legal staff) of every nature and character arising out of or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to the Indenture, the Notes or this Agreement or the transactions contemplated hereby (other than any such actions or expenses resulting from the gross negligence or willful misconduct of the Collateral Agent, the Trustee or the Holders), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such investigation, litigation or other proceeding whether or not such Indemnified Party is a party thereto, and the Pledgor agrees to reimburse each Indemnified Party, upon demand, for all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) incurred in connection with any of the foregoing. In litigation, or the preparation therefor, the Collateral Agent, the Trustee and the Holders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Pledgor agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Pledgor under this Section 21(g) are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The Pledgor shall not make any claim against any Indemnified Party for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefor is based in contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the transactions contemplated by, and the relationship established by the Indenture, the Notes, or any act, omission or event occurring in connection therewith, and the Pledgor hereby waives, releases and agrees not to xxx upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in the Pledgor's favor. The covenants contained in this Section 21(g) shall survive payment or satisfaction in full of all other of the Secured Obligations.
(h) The Pledgor hereby appoints Xxxxx & Xxxxxxx L.L.P., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx, as its legally authorized process agent to accept service on behalf of the Pledgor.
(i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Pledgor agrees that any suit for the enforcement of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result brought in the courts of the State of New York or any federal court sitting therein and consents to the nonexclusive jurisdiction of such failure or breach, including interest thereon court and service of process in any such suit being made upon the Pledgor by mail to Xxxxx & Xxxxxxx at the maximum non-usurious rate address specified in Section 21(h). The Pledgor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.
(j) This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all reasonable legal fees and expenses and other costs incurred of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Executive party against whom enforcement is sought.
(k) This Agreement and any other documents executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 21(m).
(l) the Pledgor hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, or any of the other loan documents, any rights or obligations hereunder or thereunder or the performance of such rights and obligations. Except as prohibited by law, the Pledgor hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Pledgor (a) certifies that no agent or representative of the Collateral Agent, the Trustee or any Holder has represented, expressly or otherwise, that the Collateral Agent, the Trustee or such Holder, as the case may be, would not, in the event of litigation, seek to enforce the Executive's rights hereunder foregoing waivers and (b) acknowledges that the Trustee, the Holders and the Executive will be relieved of all obligations under Section 10 (noncompetition)Collateral Agent have been induced to enter into this Agreement and Indenture among other things, the waivers and certifications contained herein.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, (m) Any consent or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of approval required or permitted by this Agreement must to be in writing given by the Collateral Agent may be given, and signed by all parties; any attempt to modify term of this Agreement, orally may be amended, and the performance or in writing, not executed observance by all parties will be void.
13.7 If the Pledgor of any provision terms of this Agreement, or its application the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Pledgor and the written consent of the Collateral Agent. No waiver shall extend to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Collateral Agent, the Trustee or any Holder in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Pledgor shall entitle the Pledgor to other provision or application of further notice or demand in similar or other circumstances.
(n) Notwithstanding the foregoing, this Agreement which can may be given effect without amended, revised and supplemented, as contemplated by Section 9.02 of the invalid Indenture, to assign and pledge to the Custodian for the benefit of the Holders and the equal and ratable benefit of the secured parties a security interest in the Collateral. Any such amendment, revision or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.supplement shall comply with the provisions of Section 9.02
Appears in 1 contract
Other Provisions. 13.1 This Agreement shall inure The aggregate principal amount of the notes offered that the Agent is hereby committed to place on the Settlement Date is _______________. By completing Item 1 above, the Agent agrees to place the entire Aggregate Principal Amount of the Notes as set forth in Item 1 within the Offering Period specified above and in accordance with the Selected Dealer Agreement. If Item 1 is not completed, the Agent is not obligated to place any amount of Notes. The Agents' obligation to purchase any Program Securities hereunder is subject to the benefit accuracy of, at the time of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representativessuch purchase, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents representations and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with warranties contained in the Executive's obligations set forth in this Agreement, Master Agency Agreement and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel performance and observance of all applicable covenants and agreements contained therein, and the satisfaction of all conditions precedent contained therein, including, without limitation, those pursuant to Sections 6 and 7 thereof. The delivery of the following additional documents will also be required by the Agents: [insert additional documents to be delivered pursuant to Section 4]. Except as otherwise expressly provided herein, all terms used herein which are defined in the Master Agency Agreement shall have the same meanings as in the Master Agency Agreement. The undersigned agrees to perform its duties and obligations specifically provided to be performed by the Agents in accordance with the terms and provisions of the Master Agency Agreement and the Procedures, as amended or chief executive officer at the Company's then-current Principal Operating Officessupplemented hereby. Notices This Agreement shall be subject to the Executive termination provisions of Section 12 of the Master Agency Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be delivered to the Executive executed in person one or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder more counterparts and the Executive will be relieved of all obligations under Section 10 (noncompetition)executed counterparts taken together shall constitute one and the same agreement. J.P. MORGAN SECURITIES INC.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.By: ------------------------------- Name: Title: Accepted: JPMORGAN CHASE & CO. By: ------------------------------- Name: Title:
Appears in 1 contract
Other Provisions. 13.1 (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of one or more Enterprises, and the Company acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve and continuing to serve as a director or officer of one or more Enterprises.
(b) The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Constituent Documents, vote of its shareholders or disinterested directors or applicable law.
(c) This Agreement shall inure constitutes the entire agreement between the parties hereto with respect to the benefit subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s Constituent Documents and applicable law, and shall not be binding upon deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
(d) The indemnification and advancement of Expenses provided by or granted pursuant to this Agreement shall apply to Indemnitee’s service as a (i) director or officer of the Company and its successors and assigns prior to the date of this Agreement and (ii) director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of any other Enterprise which Indemnitee served at the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf request of the Company, for information and/or documents, in connection with Company prior to the Company's hiring of the Executive and/or with the negotiation date of this Agreement, are truthful and complete.
13.3 All notices and statements with respect (e) Indemnitee agrees promptly to this Agreement must be notify the Company in writing and shall upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be delivered by certified mail return receipt requested; hand delivery with written acknowledgment subject to indemnification or advancement of receipt; or overnight courier with delivery-tracking capabilityExpenses covered hereunder. Notices The failure of Indemnitee to so notify the Company shall be addressed not relieve the Company of any obligation which it may have to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled Indemnitee under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition)otherwise.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
Appears in 1 contract
Samples: Indemnification Agreement (Rush Enterprises Inc \Tx\)
Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ia) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth Except as expressly provided in this Agreement, the Pledgor hereby waives presentment, demand for payment, notice of default, nonperformance and dishonor, protest and notice of protest of or in respect of this Agreement, the Indenture, the Notes or the Secured Obligations, notice of acceptance of this Agreement and reliance hereupon by the Collateral Agent and notice of any sale of collateral security or any default of any sort.
(iib) The Pledgor waives all errors or omissions of the Collateral Agent in connection with the administration of Security Interest created hereby and the Pledged Collateral, except errors or omissions which constitute gross negligence or willful misconduct.
(c) The Pledgor agrees that the Collateral Agent, the Trustee or the Holders may at any time, without notice to or consent of the Pledgor, and without in any manner affecting the liability of the Pledgor hereunder, amend, modify or waive any term or condition of the Indenture, the Notes, the Intercreditor Agreement and any of the other Secured Obligations and any collateral security therefor and otherwise deal with Pledgor as if this Agreement did not exist.
(d) The Pledgor is not relying upon the Collateral Agent to provide to the Pledgor any information concerning the Subsidiary, including, without limitation, information which might have a Material Adverse Effect, and the Pledgor has made arrangements satisfactory to the Pledgor to obtain from the Subsidiary on a continuing basis such information concerning the Subsidiary as the Pledgor may desire.
(e) In addition to all other rights it may have at law or otherwise, upon the occurrence and during the continuance of his responses an Event of Default, the Collateral Agent, is hereby authorized at any time and from time to time, without notice, to set-off against any and all obligations which the Collateral Agent may owe to the Subsidiary or the Pledgor, of any kind or nature, and the Pledgor shall continue to be liable to the Collateral Agent for any deficiency with interest at the applicable interest rate forth in the Indenture or the Notes.
(f) Notwithstanding anything to the contrary contained in the Indenture or in any other agreement, instrument or document executed by the Pledgor and delivered to the Collateral Agent, the Collateral Agent will not take any action pursuant to any requestsdocument referred to above which would constitute or result in any assignment of any FCC license or any change of control (whether de jure or de facto) of the Pledgor or the Subsidiary if such assignment of any FCC license or change of control would require, under then existing law, the prior approval of the FCC without first obtaining such prior approval of the FCC. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, subject to terms and conditions of this Agreement, the Pledgor agrees to take any action which the Collateral Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Collateral Agent to exercise and enjoy, the full rights and benefits granted to the Collateral Agent by this Agreement and the other documents referred to above, including specifically, at the cost and expense of the Pledgor, the use of its best efforts to assist in obtaining approval of the FCC for any action or transaction contemplated by this Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC the assignor's or transferor's portion of any application or applications for consent to the assignment of license or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of (i) any sale or other disposition of the Pledged Collateral by or on behalf of the CompanyCollateral Agent, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any assumption by the Collateral Agent of voting rights in the Pledged Collateral effected in accordance with the terms of this Agreement. It is understood and agreed that all foreclosure and related actions will be made in accordance with the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as from time to time in effect (the "Communications Act") and other applicable FCC regulations and published policies and decisions.
(g) the Pledgor agrees to indemnify and hold harmless the Collateral Agent, the Trustee, and the Holders, the respective affiliates of the Collateral Agent, the Trustee, and the Holders, and the respective officers, directors, employees, agents (including, without limitation each of their counsel), and controlling persons of the Collateral Agent, the Trustee, and the Holders and each such affiliate (each, an "Indemnified Party") from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) of every nature and character arising out of or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to the Indenture, the Notes or this Agreement or the transactions contemplated hereby (other than any such actions or expenses resulting from the gross negligence or willful misconduct of the Collateral Agent, the Trustee or the Holders), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such investigation, litigation or other proceeding whether or not such Indemnified Party is a party thereto, and the Pledgor agrees to reimburse each Indemnified Party, upon demand, for all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel and with respect to the Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) incurred in connection with any of the foregoing. In litigation, or the preparation therefor, the Collateral Agent, the Trustee and the Holders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Pledgor agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Pledgor under this Section 21(g) are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The Pledgor shall not make any claim against any Indemnified Party for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefor is based in contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the transactions contemplated by, and the relationship established by the Indenture, the Notes, or any act, omission or event occurring in connection therewith, and the Pledgor hereby waives, releases and agrees not to xxx upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in the Pledgor's favor. The covenants contained in this Section 21(g) shall survive payment or satisfaction in full of all other of the Secured Obligations.
(h) The Pledgor hereby appoints Xxxxxxxx, Xxxxxxx Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxxx X. Xxxxxxxx, as its legally authorized process agent to accept service on behalf of the Pledgor.
(i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Pledgor agrees that any suit for the enforcement of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result brought in the courts of the State of New York or any federal court sitting therein and consents to the nonexclusive jurisdiction of such failure or breach, including interest thereon court and service of process in any such suit being made upon the Pledgor by mail to ______________________________ at the maximum non-usurious rate address specified in Section 21(h). The Pledgor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.
(j) This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all reasonable legal fees and expenses and other costs incurred of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Executive party against whom enforcement is sought.
(k) This Agreement and any other documents executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 21(m).
(l) the Pledgor hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, or any of the other loan documents, any rights or obligations hereunder or thereunder or the performance of such rights and obligations. Except as prohibited by law, the Pledgor hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Pledgor (a) certifies that no agent or representative of the Collateral Agent, the Trustee or any Holder has represented, expressly or otherwise, that the Collateral Agent, the Trustee or such Holder, as the case may be, would not, in the event of litigation, seek to enforce the Executive's rights hereunder foregoing waivers and (b) acknowledges that the Trustee, the Holders and the Executive will be relieved of all obligations under Section 10 (noncompetition)Collateral Agent have been induced to enter into this Agreement and Indenture among other things, the waivers and certifications contained herein.
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, (m) Any consent or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of approval required or permitted by this Agreement must to be in writing given by the Collateral Agent may be given, and signed by all parties; any attempt to modify term of this Agreement, orally may be amended, and the performance or in writing, not executed observance by all parties will be void.
13.7 If the Pledgor of any provision terms of this Agreement, or its application the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Pledgor and the written consent of the Collateral Agent. No waiver shall extend to anyone or under affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Collateral Agent, the Trustee or any Holder in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Pledgor shall entitle the Pledgor to other or further notice or demand in similar or other circumstances.
(n) Notwithstanding the foregoing, is adjudicated this Agreement may be amended, revised and supplemented, as contemplated by Section 1205 of the Indenture, to assign and pledge to the Custodian for the benefit of the Holders and the equal and ratable benefit of the Secured Parties a security interest in the Pledged Collateral. Any such amendment, revision or supplement shall comply with the provisions of Section 1205 of the Indenture.
(o) The Pledgor hereby waives any and all rights against immunity from jurisdiction, attachment (both before and after judgment) and execution to which it might be entitled.
(p) The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability will shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect any other such clause or provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.
Appears in 1 contract
Samples: Pledge Agreement (Cd Radio Inc)
Other Provisions. 13.1 (a) This Employment Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Texas, excluding any conflicts of law, rule or principle that might otherwise refer to the substantive law of another jurisdiction.
(b) Except as otherwise indicated, this Employment Agreement is not assignable without the written authorization of both parties; provided that WorldQuest may assign this Employment Agreement to any entity to which WorldQuest transfers substantially all of its assets or to any entity which is a successor to WorldQuest by reorganization, incorporation, merger or similar business combination. In the event of any such transfer or assignment by WorldQuest, the rights and privileges of the Board hereunder shall be vested in the Board of Directors or other governing body of the transferee or successor entity. However, notwithstanding anything to the contrary contained herein, this Employment Agreement will be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of WorldQuest, and WorldQuest will require any such successor by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Employment Agreement in the same manner and to the same extent that WorldQuest would be required to perform if no such succession had taken place. In addition to the Executive's rights above, if a Change in Control of WorldQuest occurs as described in Paragraph 2(c) above, the failure of WorldQuest to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Employment Agreement and shall entitle the Executive to compensation from WorldQuest in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive resigned from the Executive's employment due to a Constructive Termination, as described in Paragraph 2(c) above, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Employment Agreement, "WorldQuest" shall mean WorldQuest as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 7(b) or which otherwise becomes bound by all the terms and provisions of this Employment Agreement by operation of law. This Employment Agreement and all rights of the parties hereto shall inure to the benefit of and be binding upon (i) enforceable by the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and parties hereto, their assigns, personal or legal representatives, except that the Executive's duties executors, administrators, successors, heirs, distributees, devises and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consentlegatees.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
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Other Provisions. 13.1 This Agreement shall inure (a) The grant of any Award under the Plan may also be subject to other provisions (whether or not applicable to the benefit Award awarded to any other Participant) as the Committee determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements, understandings or conditions as to the Participant’s employment or other service, requirements or inducements for continued ownership of Common Stock after exercise or vesting of Awards, forfeiture of awards in the event of termination of employment or other service shortly after exercise or vesting, or breach of non-solicitation, non-disparagement, non-competition or confidentiality agreements following termination of employment or other service, or provisions permitting the deferral of the receipt of a Award for such period and upon such terms as the Committee shall determine.
(b) In the event any Award under the Plan is granted to an employee, member of the Board, or adviser who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan or adopt appendices and/or sub-plans as they pertain to such individuals as may be binding upon necessary or desirable to comply with applicable law, regulation or accounting rules to assure the viability of the benefits from Awards granted to such individuals and to meet the objective of the Plan.
(ic) The Committee, in its sole discretion, may permit or require a Participant to have amounts or shares of Common Stock that otherwise would be paid or delivered to the Participant as a result of the exercise or settlement of an award under the Plan credited to a deferred compensation or stock unit account established for the Participant by the Committee on the Company’s books of account.
(d) As a condition for the receipt of stock Awards under the Plan, a Participant shall agree to be bound by the employment policies of the Company and its successors and assigns and (iior other applicable policies) pertaining to the Executive and the Executive's heirs and legal representatives, except that the Executive's duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable in whole or in part without the Company's prior written consent.
13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf securities of the Company, for information and/or documentsincluding, in connection with but not limited to, the xxxxxxx xxxxxxx restrictions of the Company's hiring of the Executive and/or with the negotiation of this Agreement, are truthful and complete.
13.3 All notices and statements with respect to this Agreement must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove provided.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
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Other Provisions. 13.1 (a) This Agreement shall inure does not give the Grantee any right to continue to be employed by the Company or any of its Affiliates, or limit, in any way, the right of the Company or any of its Affiliates to terminate the Grantee’s employment, at any time, for any reason not specifically prohibited by law.
(b) The Company is not liable for the non-issuance or non-transfer, nor for any delay in the issuance or transfer of any Shares or RSU Shares due to the benefit Grantee upon the Settlement Date with respect to Final Award which results from the inability of and be binding upon (i) the Company and its successors and assigns and (ii) to obtain, from each regulatory body having jurisdiction, all requisite authority to issue or transfer shares of common stock of the Executive and Company if counsel for the Executive's heirs and legal representatives, except Company deems such authority necessary for the lawful issuance or transfer of any such Shares or RSU Shares. Acceptance of this Award constitutes the Grantee’s agreement that the Executive's duties and responsibilities under this Agreement are of a personal nature and Shares or RSU Shares subsequently acquired hereunder, if any, will not be assignable sold or delegable otherwise disposed of by the Grantee in whole violation of any applicable securities laws or in part without the Company's prior written consentregulations.
13.2 (c) The Executive represents Final Award and warrants (i) that he has no obligations, contractual entitlement to the Shares or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to any requests, by or on behalf of the Company, for information and/or documents, in connection with the Company's hiring of the Executive and/or with the negotiation of this Agreement, RSU Shares are truthful and complete.
13.3 All notices and statements with respect subject to this Agreement must be in writing and Grantee’s acceptance hereof shall constitute the Grantee’s agreement to any administrative regulations of the Committee.
(d) All decisions of the Committee upon any questions arising under the 2013 EIP and LTI Plan or under these terms and conditions shall be delivered conclusive and binding, including, without limitation, those decisions and determinations to adjust the Award made by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices the Committee pursuant to the Company authority granted under Section 8 of the 2013 EIP.
(e) No rights hereunder related to this Award or the Final Award shall be addressed transferable, voluntarily or otherwise and no rights hereunder related to the Company's general counsel underlying Target Shares or chief executive officer at the Company's then-current Principal Operating Offices. Notices to the Executive may RSU Shares shall be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs ortransferable until such time, if no address is so indicatedever, as set forth in that the Company's payroll records. A party may change its address for notice by the giving of notice thereof in the manner hereinabove providedShares or RSU Shares are earned and delivered.
13.4 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder and the Executive will be relieved of all obligations under Section 10 (noncompetition).
13.5 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.
13.6 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.
13.7 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.
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Samples: Performance Restricted Stock Unit Award Agreement (Tempur Sealy International, Inc.)
