Common use of Representations and Governing Law Clause in Contracts

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 This agreement may not be modified, altered or rescinded except upon written consent of the Company and Executive.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 Agreement sets forth the complete and sole understanding agreement between the parties regarding and supersedes any and all other agreements or understandings, whether oral or written, except the subject matter heretoNondisclosure 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 Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the President of the Company and Executiveyou. (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. The invalidity or unenforceability To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this agreement Agreement shall not affect the constitute a waiver of any other provisions provision of this agreement, but this agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes Agreement unless expressly so indicated otherwise. The language of all parts of this agreement. This agreement Agreement shall in all cases be binding upon construed according to its fair meaning and inure to the benefit not strictly for or against either 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 1parties. (bc) This agreement 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 law thereoflaws of such state. Any claims or legal actions by one party against the other shall 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. (cd) You may not assign any of your rights or delegate any of your duties under this Agreement. The Executive represents that he has read this agreement, fully understands the terms rights 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 obligations of the consideration described in this documentCompany shall inure to the benefit of the Company’s successors and assigns.

Representations and Governing Law. (a) This agreement Agreement represents the complete and sole understanding between the parties regarding parties, supersedes any and all other agreements and understandings, whether oral or written, except for the subject matter hereto[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 Agreement may not be modified, altered or rescinded except upon written consent of the Company and ExecutiveOfficer. The invalidity or unenforceability of any provision of this agreement Agreement shall not affect the other provisions of this agreementAgreement, but this agreement Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this agreementAgreement. This agreement Agreement shall be binding upon and inure to the benefit of the Company and the Executive Officer and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Executive 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 Executive Officer shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this agreementAgreement. If the Executive Officer breaches any of his/her obligations hereunder, he he/she shall forfeit all right to payments pursuant to Section 1. (b) This agreement 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 Officer represents that he he/she has read this agreementthe foregoing Agreement, fully understands the terms and conditions of such agreementAgreement, and is voluntarily executing the same. In entering into this agreementAgreement, the Executive Officer 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 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 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 ReleaseesReleases, with the exception of the consideration described in this document.

Representations and Governing Law. (a) This agreement Agreement represents the complete and sole understanding between the parties regarding parties, supersedes any and all other agreements and understandings, whether oral or written, except for the subject matter hereto[list key employee, non-competition, option or confidentiality agreements] entered into by the Company and Executive, and the Severance Agreement, which remain in full force and effect. This agreement 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 Agreement shall not affect the other provisions of this agreementAgreement, but this agreement Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this agreementAgreement. This agreement 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 agreementAgreement. If the Executive breaches any of his/her his obligations hereunder, he shall forfeit all right to payments pursuant to Section 1. (b) This agreement 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 agreementthe foregoing Agreement, fully understands the terms and conditions of such agreementAgreement, and is voluntarily executing the same. In entering into this agreementAgreement, 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 Agreement represents the complete and sole understanding between the parties regarding parties, supersedes any and all other agreements and understandings, whether oral or written, except for the subject matter hereto[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 Agreement may not be modified, altered or rescinded except upon written consent of the Company and ExecutiveOfficer. The invalidity or unenforceability of any provision of this agreement Agreement shall not affect the other provisions of this agreementAgreement, but this agreement Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this agreementAgreement. This agreement Agreement shall be binding upon and inure to the benefit of the Company and the Executive Officer and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Executive 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 Executive Officer shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this agreementAgreement. If the Executive Officer breaches any of his/her obligations hereunder, he he/she shall forfeit all right to payments pursuant to Section 1. (b) This agreement 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 Officer represents that he he/she has read this agreementthe foregoing Agreement, fully understands the terms and conditions of such agreementAgreement, and is voluntarily executing the same. In entering into this agreementAgreement, the Executive Officer does not rely on any representation, promise or inducement made by the Releasees, with the exception of the consideration described in this document.