Representations and Governing Law Sample Clauses
The "Representations and Governing Law" clause serves to establish the factual statements or assurances made by the parties and to specify which jurisdiction's laws will govern the interpretation and enforcement of the agreement. In practice, this clause typically outlines what each party affirms to be true at the time of signing, such as their authority to enter into the contract, and then designates a particular state or country's laws that will apply to resolve any disputes. By clearly stating both the parties' representations and the applicable legal framework, this clause helps prevent misunderstandings and ensures that any legal issues are addressed under a mutually agreed-upon set of rules.
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 This agreement may not be modified, altered or rescinded except upon written consent of the Company and Executive.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.
(b) This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law thereof.
(c) The Executive represents that he has read this agreement, fully understands the terms and conditions of such agreement, and is voluntarily executing the same. In entering into this agreement, the Executive does not rely on any representation, promise or inducement made by the Releasees, with the exception of the consideration described in this document.
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.
(b) This Agreement may not be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You.
(c) 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.
(d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms of this Agreement prior to the date of your death.
(e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing.
(f) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, without giving effect to the principles of conflicts of law thereof. If OMTOOL determ...
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.
(b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.
(c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court.
(d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.
Representations and Governing Law. (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
(b) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written. This Agreement may not be modified, amended or rescinded except upon the written consent of the Company and the Executive. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement and this Agreement shall be construed and reformed to the fullest extent possible.
(c) The Executive may not assign any of his rights or obligations under this Agreement; the rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
(d) The Executive represents that he has read the foregoing Agreement, fully understands the terms and conditions of such Agreement, and is voluntarily executing the same. In entering into this Agreement, the Executive does not rely on any representation, promise or inducement made by the company, with the consideration described herein.
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, with respect to your employment and termination thereof, including, without limitation, (i) the letter dated January 2, 2001 from the Company and addressed to you, which letter shall have no force or effect, and (ii) the Executive Agreement signed by you April 10, 2004, which agreement shall have no force or effect. Notwithstanding the foregoing, the Nondisclosure, Nonsolicitation, and Noncompetition Agreement; the Stock Restriction Agreements; the Option Agreements; and the Indemnification Agreement shall remain in full force and effect according to their terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you.
(b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise.
(c) This Agreement shall be made and entered into in the Commonwealth of Massachusetts. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state.
(d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company's successors and assigns.
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 ▇▇. ▇▇▇▇ 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 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 NDA, which shall remain in full force and effect in accordance with its terms. You agree to abide by the terms of the NDA, which are hereby incorporated into this Agreement by reference; however, to the extent that the provisions of Section 5 of the ESP impose obligations on you in excess of those set forth in the NDA, the provisions of the ESP shall prevail. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you. Notwithstanding the foregoing, you understand and agree that except for your covenants set forth in Section 5 of the ESP, and the provisions set forth in Sections 3, 6, 7, 10, and 11 of the ESP, all of which are incorporated by reference, this Agreement supersedes the ESP, and any other rights and obligations contained in the ESP are hereby extinguished, and you specifically acknowledge that you have no further entitlement to any severance pay or any other economic benefits under the ESP.
(b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.
(c) This Agreement and any claims arising out of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state.
(d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.
Representations and Governing Law. (a) This letter 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 for the Non-Competition Agreement, a copy of which has been provided to you, and which shall remain in full force and effect in accordance with its terms. This letter agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of the Company and you.
(b) If any provision of this letter agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this letter agreement are declared to be severable. Any waiver of any provision of this letter agreement shall not constitute a waiver of any other provision of this letter agreement unless expressly so indicated otherwise. The language of all parts of this letter agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against any of the parties.
(c) This letter agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts. This letter agreement and any claims arising out of this letter agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other shall be commenced and maintained in any state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. This letter agreement shall be binding upon and inure to the benefit of the respective representatives, heirs, agents and successors of the parties and, as to the Company, shall also be binding on and inure to the benefit of its assigns.
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 Employee Confidentiality Agreement, which shall remain in full force and effect in accordance with their terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both you and an authorized Cubist officer. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against any of the parties.
(b) This Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such Commonwealth, without giving effect to the principles of conflicts of laws of such Commonwealth. Any claims or legal actions by one party against the other shall be commenced and maintained in any state or federal court located in such Commonwealth, and you hereby submit to the jurisdiction and venue of any such court. In any such proceeding you agree to waive trial by jury and consent to have all legal and factual matters decided by a judge.
Representations and Governing Law provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.