Common use of Xxxxxx, Xx Clause in Contracts

Xxxxxx, Xx. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

Xxxxxx, Xx. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.NOT

Xxxxxx, Xx. You (a) In the event of the occurrence of a Change in Control, this Agreement may be terminated by the Company during the Period of Employment only upon the occurrence of one or more of the following events: (i) If the Executive is unable to perform the essential functions of the Executive's job (with or without reasonable accommodation) because the Executive has become permanently disabled within the meaning of, and actually begins to receive disability benefits pursuant to, a long-term disability plan maintained by or on behalf of the Company or any Applicable Subsidiary for senior executives generally or, if applicable, employees of the Company or any Applicable Subsidiary immediately prior to the Change in Control; or (ii) For "Cause," which for purposes of this Agreement shall not be entitled mean that, prior to any monies termination pursuant to Subsection 4(b) hereof, the Executive shall have committed: (A) an intentional act of fraud, embezzlement or theft in connection with the Master(sExecutive's duties or in the course of the Executive's employment with the Company or any Applicable Subsidiary; (B) other than as specifically set forth hereinintentional wrongful damage to property of the Company or any Subsidiary; (C) intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary; or (D) intentional wrongful engagement in any Competitive Activity; and any such act shall have been materially harmful to the Company or any Subsidiary. All notices pursuant For purposes of this Agreement, no act, or failure to this agreement shall be in writing and shall be given by registered or certified mailact, return receipt requested (prepaid) at on the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices part of the Executive shall be deemed given when received"intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company and the Subsidiaries or not opposed to the best interest of the Company and the Subsidiaries. Any notice mailed will Notwithstanding the foregoing, the Executive shall not be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed terminated for "Cause" hereunder unless and until there shall have been delivered to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.the

Xxxxxx, Xx. You Xxe PDCA shall serve from the Confirmation Date until the earlier of (i) his or her death, resignation or removal by the Bankruptcy Court or (ii) the date the Trust pays the last Allowed PD Claim and all disallowed PD Claims have been disallowed by final, non-appealable order. In the event of a vacancy, the PD Advisory Committee may nominate a successor, the final selection of which will be upon Bankruptcy Court approval. (b) The PDCA may resign at any time by written notice to the Trustees and the PD Advisory Committee. Such notice shall specify a date when such resignation shall take effect, which shall not be entitled to any monies in connection with less than ninety (90) days after the Master(sdate such notice is given, where practicable. (c) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as The PDCA may be designated removed by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, PD Advisory Committee in the event that you do not sign this Agreementhe or she becomes unable to discharge his or her duties hereunder due to accident, your acknowledgment that you have reviewed physical deterioration, mental incompetence, or a consistent pattern of neglect and failure to perform or to participate in performing the terms and conditions of this Agreement and your payment duties hereunder or under the APDCRP. (d) A vacancy caused by the resignation, death or removal of the License Fee PDCA shall serve as your signature be filled with an individual, not a firm, appointed by the PD Advisory Committee. (e) The PDCA may retain and/or consult with counsel, accountants, appraisers, auditors, forecasters, asbestos experts and acceptance such other parties deemed by the PDCA, upon the advice and consent of the terms PD Advisory Committee, to be qualified as experts on the matters submitted to them by the PDCA and conditions the opinion of any parties on any matters submitted to them by the PDCA shall be full and complete authorization and protection in support of any action taken or not taken by the PDCA and the PD Advisory Committee in good faith and in accordance with the written opinion of any such party, and in the absence of gross negligence. The PD Advisory Committee and the PDCA, as well as his or her experts, shall at all times have complete access to the Trust's officers, employees, agents, professionals, and experts for purposes of evaluating the Trustees' determination of the Payment Percentages from time to time. (f) The PDCA may contract at the expense of the Trust, with other claims resolution facilities that are not expressly created by this AgreementTrust Agreement for the use (whether by license, purchase or otherwise) of claims resolution and payment software, systems and facilities; provided, however, such contracts shall not (i) subject the Reorganized Debtors or any successor in interest to any risk of having any Asbestos Claim asserted against it; or (ii) otherwise jeopardize the validity or enforceability of the Asbestos Permanent Channeling Injunction. CLOSING BINDER INDEX TAB NO. _____ (g) The PDCA shall have the power and authority, subject to the advice and consent of the PD Advisory Committee, to sue xxx participate, as a party or otherwise, in any judicial, administrative, arbitration or other proceeding as contemplated in the APDCRP, including, without limitation, to prosecute and settle claims against Dana xxxch revert to the PDCA pursuant to the APDCRP.