Common use of Representations and Governing Law Clause in Contracts

Representations and Governing Law. (a) This Release and the Separation Agreement set 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, Nonsolicitation and Noncompetition Agreement dated January 10, 2001 (referenced in Section 7 of the Separation Agreement), any stock option or stock restriction agreement(s) that Xxxxxxxxxx has with the Company and the October 27, 2003 Indemnification Agreement between Xxxxxxxxxx and the Company, each of which shall remain in full force and effect in accordance with their respective terms. (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. 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 shall be commenced and maintained in state or federal court located in Massachusetts, and Xxxxxxxxxx hereby submits to the jurisdiction and venue of any such court. (d) Xxxxxxxxxx may not assign any of his rights or delegate any of his 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 Release and the Separation Agreement set 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, Nonsolicitation and Noncompetition Agreement dated January 10, 2001 (referenced in Section 7 of the Separation Agreement), any stock option or stock restriction agreement(s) that Xxxxxxxxxx has with the Company and the October 27, 2003 Indemnification Agreement between Xxxxxxxxxx you and the Company, each of except for the Invention, Non-Disclosure, and Non-Competition (NDA), which shall remain in full force and effect in accordance with their respective 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 otherwiseotherwise 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 shall may be commenced and maintained in state or federal court located in Massachusetts, and Xxxxxxxxxx you hereby submits submit to the jurisdiction and venue of any such court. (d) Xxxxxxxxxx This Agreement does not constitute and shall not be construed as an admission by the Company that it has violated any law, interfered with any rights, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to you, and the Company expressly denies that it has engaged in any such conduct. (e) You may not assign any of his your rights or delegate any of his your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company's ’s successors and assigns. (f) This Agreement may be signed by the Parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof. The Parties also agree that an electronic signature shall have the same effect as the use of a signature affixed by hand.

Representations and Governing Law. (a) This Release and the Separation Agreement set sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, except 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 Nonsolicitation, and Noncompetition Agreement dated January 10, 2001 (referenced in Section 7 of Agreement; the Separation Agreement), any stock option or stock restriction agreement(s) that Xxxxxxxxxx has with Stock Restriction Agreements; the Company Option Agreements; and the October 27, 2003 Indemnification Agreement between Xxxxxxxxxx and the Company, each of which shall remain in full force and effect in accordance with according to their respective 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 provisions, and parts thereof 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. 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 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 Massachusettssuch state, 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 state or federal court located in Massachusetts, and Xxxxxxxxxx hereby submits to the jurisdiction and venue of any such court. (d) Xxxxxxxxxx You may not assign any of his your rights or delegate any of his 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 Release and the Separation Agreement set sets forth the complete and sole agreement between the parties and supersedes any and all other agreements agreements, understandings and/or representations between or understandingsby the parties, whether oral or written; provided, except -------- however, that nothing in this Agreement will affect, modify, or supersede the Nondisclosure, Nonsolicitation and Noncompetition Agreement ------- letter agreement between the parties dated January 10__, 2001 2001, relating to consulting services to be performed while serving as Chairman of the Board (referenced the "Letter Agreement"), or the Note and Pledge Agreement as defined in Section 7 of 5, or the Separation Confidential Information, Inventions and Non-Competition Agreement), or any stock option or stock restriction agreement(s) that Xxxxxxxxxx has with agreements issued by the Company and to the October 27, 2003 Indemnification Agreement between Xxxxxxxxxx and the CompanyExecutive, each of which shall remain in full force and effect in accordance with their its respective terms. (b) This Agreement shall deemed to be made and entered into in 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 thereof. 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. (c) This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company's President and Chief Executive Officer. 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 provisions, and parts thereof 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. 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 shall be commenced and maintained in state or federal court located in Massachusetts, and Xxxxxxxxxx hereby submits to the jurisdiction and venue of any such court. (d) Xxxxxxxxxx Executive may not assign any of his rights or delegate any of his duties under this Agreement. The Company may assign this Agreement and the rights and obligations of the Company under this Agreement shall inure to the benefit of the Company's successors and assigns.

Representations and Governing Law. (a) This Release and the Separation Agreement set 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 NondisclosureEmployment Agreement to the extent it applies to the period of time prior to the Termination Date as expressly set forth in Section 1 of this Agreement, Nonsolicitation the Inventions Agreement, the Noncompetition Covenant and Noncompetition Agreement dated January 10, 2001 (the stock option and restricted stock agreements as modified to the extent referenced in Section 7 of the Separation Agreement), any stock option or stock restriction agreement(s) that Xxxxxxxxxx has with the Company Sections 3 and the October 27, 2003 Indemnification Agreement between Xxxxxxxxxx and the Company4, each of which shall remain in full force and effect in accordance with their respective termsterms and as modified by this Agreement. This 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 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. 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 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 state or federal court located in Massachusetts, and Xxxxxxxxxx you and the Company hereby submits submit to the jurisdiction and venue of any such court. (d) Xxxxxxxxxx You may not assign any of his your rights or delegate any of his your duties under this Agreement; provided, however, that any unpaid benefits, whether or not due from the Company at such time, shall inure to the benefit of your heirs and estate. The rights and obligations of the Company shall inure to the benefit of of, and shall be binding upon, the Company's ’s successors and assigns.

Representations and Governing Law. (a) This Release and the Separation Agreement set sets forth the complete and sole agreement between the parties and supersedes any and all other agreements agreements, understandings and/or representations between or understandingsby the parties, whether oral or written, including specifically the Termination Letter Agreement between the Executive and Lumonics, Inc. dated April 13, 1998; provided, however, that, except the Nondisclosure, Nonsolicitation and Noncompetition Agreement dated January 10, 2001 (referenced as expressly set out below in this Section 7 of the Separation Agreement12(a), any stock option nothing in this Agreement will affect, modify, or stock restriction agreement(s) that Xxxxxxxxxx has with supersede the Company and the October 27following agreements, 2003 Indemnification Agreement between Xxxxxxxxxx and the Company, each of which shall remain in full force and effect in accordance with their respective termsterms and with the understanding that the Executive's employment with the Company was terminated on September 28, 2001: (i) All Non-Disclosure, Confidentiality, Non-Competition, Invention Disclosure and Development Agreements entered into between the Executive and the Company; (ii) All Stock Option Agreements entered into between the Executive and the Company, except that the exercise period shall be extended, for the Executive's benefit in accordance with Section 2(e) above. (b) This Agreement shall deemed to be made and entered into in 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 thereof. (c) This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and Executive. 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 provisions, and parts thereof 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. 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 shall be commenced and maintained in state or federal court located in Massachusetts, and Xxxxxxxxxx hereby submits to the jurisdiction and venue of any such court. (d) Xxxxxxxxxx Executive may not assign any of his his/her rights or delegate any of his his/her duties under this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of the Company's successors and assigns.