Common use of Termination and Amendments; Miscellaneous Clause in Contracts

Termination and Amendments; Miscellaneous. (a) This Agreement may only be terminated, or the provisions of this Agreement amended or waived, prior to the expiration of the Company's and the Executive's obligations under this Agreement, by a writing signed by the Company and the Executive. (b) The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (c) The failure to insist upon strict compliance with any provision hereof, or the failure to assert any right hereunder, shall not be deemed to be a waiver of such provision or right or of any other provision or right under this Agreement. In the event that any term, provision or release of claims or rights contained in this Agreement is found or determined to be illegal or otherwise invalid and unenforceable, whether in whole or in part, such invalidity shall not affect the enforceability of the remaining terms, provisions and releases of claims or rights. (d) Nothing in this Agreement shall confer upon the Executive any right to continue in the employ of the Company or its affiliates, except as set forth in Section 1. (e) This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. (f) Any reference within this Agreement to an action, judgment, conclusion, or determination by the Company shall mean an action, judgment, conclusion, or determination of the Board of Directors of the Company or its authorized representative(s). (g) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (h) This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Missouri. If either Executive or the Company pursues either legal or equitable relief to settle a dispute between them arising under or relating to this Agreement, the party shall bring such an action only in the Circuit Court of St. Louis County, Missouri. (i) This Agreement may be executed in two or more counterparts, all of which shall have the same force and effect as if all parties thereto had executed a single copy. (j) If either Executive or the Company pursues either legal or equitable relief, or both to settle a dispute between them arising under or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs incurred in bringing or defending such an action.

Termination and Amendments; Miscellaneous. (a) This Agreement may only be terminated, or the provisions of this Agreement amended or waived, prior to the expiration of the Company's and the Executive's obligations under this Agreement, by a writing signed by the Company and the Executive. (b) The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (c) The failure to insist upon strict compliance with any provision hereof, or the failure to assert any right hereunder, shall not be deemed to be a waiver of such provision or right or of any other provision or right under this Agreement. In the event that any term, provision or release of claims or rights contained in this Agreement is found or determined to be illegal or otherwise invalid and unenforceable, whether in whole or in part, such invalidity shall not affect the enforceability of the remaining terms, provisions and releases of claims or rights. (d) Nothing in this Agreement shall confer upon the Executive any right to continue in the employ of the Company or its affiliates, except as set forth in Section 1affiliates after the Date of Separation. (e) This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. (f) Any reference within this Agreement to an action, judgment, conclusion, or determination by the Company shall mean an action, judgment, conclusion, or determination of the Board of Directors of the Company or its authorized representative(s). (g) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (h) This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Missouri. If either Executive or the Company pursues either legal or equitable relief to settle a dispute between them arising under or relating to this Agreement, the party shall bring such an action only in the Circuit Court of St. Louis County, Missouri. (i) This Agreement may be executed in two or more counterparts, all of which shall have the same force and effect as if all parties thereto had executed a single copy. (j) If either Executive or the Company pursues either legal or equitable relief, or both to settle a dispute between them arising under or relating to this Agreement, in the prevailing party event it shall prevail it will be entitled to recover reasonable attorneys fees and costs incurred in bringing or defending such an action. (k) Executive agrees to immediately return all property belonging to the Company, including, but not limited to, keys, security cards, credit cards, parking card, company manuals, policy books or memoranda, wireless card and the like. The Company agrees that Executive may keep his cellular phone and number, ipad and computer.

Termination and Amendments; Miscellaneous. (a) This Agreement may only be terminated, or the provisions of this Agreement amended or waived, prior to the expiration of the Company's and the Executive's obligations under this Agreement, by a writing signed by the Company and the Executive. (b) The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (c) The failure to insist upon strict compliance with any provision hereof, or the failure to assert any right hereunder, shall not be deemed to be a waiver of such provision or right or of any other provision or right under the Letter Agreement or this Agreement. In the event that any term, provision or release of claims or rights contained in this Agreement or the Letter Agreement is found or determined to be illegal or otherwise invalid and unenforceable, whether in whole or in part, such invalidity shall not affect the enforceability of the remaining terms, provisions and releases of claims or rights. (d) Nothing in this Agreement shall confer upon the Executive any right to continue in the employ of the Company or its affiliates, except as set forth in Section 1. (eb) This Agreement Agreement, together with the Letter Agreement, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and thereof and supersedes all prior and contemporaneous oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or naturenature with respect to such subject matter. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. (fc) Any reference within this Agreement or the Letter Agreement to an action, judgment, conclusion, or determination by the Company shall mean an action, judgment, conclusion, or determination of the Board of Directors of the Company or its authorized representative(s). (gd) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (he) This Agreement and the Letter Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Missouri. If either Executive or New York, applicable to agreements made and to be performed entirely within such State, without regard to conflict of laws provisions thereof that would apply the Company pursues either legal or equitable relief to settle a dispute between them arising under or relating to this Agreement, the party shall bring such an action only in the Circuit Court law of St. Louis County, Missouriany other jurisdiction. (if) This Agreement and the Letter Agreement may be executed in two one or more counterparts, all of which shall have the same force and effect as if all parties thereto had executed a single copy. (j) If either Executive or the Company pursues either legal or equitable relief, or both to settle a dispute between them arising under or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs incurred in bringing or defending such an action.