Common use of Representations and Governing Law Clause in Contracts

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 This Agreement may not be modified, amended or rescinded except upon the written consent of the Company and the Senior Executive.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 Senior 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 Senior 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 Senior Executive does not rely on any representation, promise or inducement made by the company, with the consideration described herein.

Appears in 3 contracts

Samples: Change of Control Agreement (Learningstar Inc), Change of Control Agreement (Smarterkids Com Inc), Change of Control Agreement (Smarterkids Com Inc)

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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 This Agreement may not be modified, amended or rescinded except upon the written consent of the Company and the Senior Executive.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 Senior 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 Senior 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 Senior Executive does not rely on any representation, promise or inducement made by the company, with the consideration described herein.

Appears in 3 contracts

Samples: Change of Control Agreement (Learningstar Inc), Change of Control Agreement (Smarterkids Com Inc), Change of Control Agreement (Smarterkids Com Inc)

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