Representations and Governing Law. (a) This agreement represents the complete and sole understanding between the parties regarding the subject matter hereto. This agreement may not be modified, altered or rescinded except upon written consent of the Company and Executive. The invalidity or unenforceability of any provision of this agreement shall not affect the other provisions of this agreement, but this agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this agreement. This agreement shall be binding upon and inure to the benefit of the Company and the Executive and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Executive fails to comply with Sections 3, 4, and 5 hereof and that damages will not be readily ascertainable, and that in the event of such failure, the Executive shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this agreement. If the Executive breaches any of his/her obligations hereunder, he shall forfeit all right to payments pursuant to Section 1.
Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the Company, which shall remain in full force and effect in accordance with its terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you.
Representations and Governing Law. (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, except the Nondisclosure and Developments Agreement between you and the Company, the Employment Agreement, the Indemnification Agreement between you and the Company [IF APPLICABLE: the terms of the Deferred Compensation Agreement] and the Incentive Stock Option Agreement each of which shall remain in full force and effect in accordance with their respective terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the President of the Company and you.
Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written, except for the [list key employee, non competition, option or confidentiality agreements] entered into by the Company and Officer, and the Acceleration Agreement, which remain in full force and effect. This Agreement may not be modified, altered or rescinded except upon written consent of the Company and Officer. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and the Officer and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Officer fails to comply with Sections 3, 4, and 5 hereof and that damages will not be readily ascertainable, and that in the event of such failure, the Officer shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this Agreement. If the Officer breaches any of his/her obligations hereunder, he/she shall forfeit all right to payments pursuant to Section 1.
Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective terms.
Representations and Governing Law. (a) This Agreement and Release, represents the complete understanding between the parties, supersedes any and all agreements and understandings, whether oral or written, and may not be modified, altered, changed or waived, in whole or in part, except upon written consent of both parties. The parties agree that the Company will not have an adequate remedy if Xx. Xxxx or any other Releasor fails to comply with the provisions hereof, and that damages will not be readily ascertainable for such breach, and that a decree of specific performance or an injunction enjoining a breach of this Agreement and Release is an appropriate remedy for such breach.
Representations and Governing Law. (a) This Agreement and Release represents the complete and sole understanding between the parties and supersedes any and all other agreements and understandings, whether oral or written including, specifically, without limitation, the Employment Agreement and the Service Contract, PROVIDED, HOWEVER, that nothing in this Agreement and Release will affect the confidentiality and/or nondisclosure agreements between Mr. Xxxx xxx the Companies, each of which shall remain in full force and effect in accordance with their respective terms.
Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties regarding the subject matter addressed in this document and supersedes any and all other agreements or understandings, whether oral or written, regarding the subject matter addressed in this document, except the “Employment Agreement,” the “Employee Confidentiality and Developments Agreement” and any stock award agreements between you and the Company, each of which will remain in full force and effect in accordance with their respective terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both an “Authorized Representative” of the Company and you. An Authorized Representative of the Company is defined for purposes of this Section to include the Senior Vice President of Human Resources and the General Counsel.
Representations and Governing Law. (I) This Agreement represents the complete and sole understanding between the parties concerning the subject matter hereof, and supersedes any and all other agreements and understandings, whether oral or written, concerning the subject matter hereof. Employee represents that he/she is not relying upon any representation, statement, or promise not set forth in this Agreement.
