Counterparts Contract Clauses (32,839)

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 13 12. Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Governance Period, or if earlier, until such time as the other Party or any of its ag...ents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 12, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company's operational or stock price performance or any strategy, plans, or proposals of the Company not supported by any Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company's officers, directors, employees, stockholders, agents, attorneys or representatives ("Opposition Statements"), shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement. View More

Counterparts. This Agreement may be executed in one or more counterparts and by facsimile signature. Each counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES WRITTEN BELOW. /s/ James C. Cotton IIIFebruary 20, 2020 /s/ Robert J. SprowlsFebruary 20, 2020James C.... Cotton IIIDate Robert J. SprowlsDateEmployee President & CEO 7 EX-10.24 4 exhibit1024separationa.htm EXHIBIT 10.24 Exhibit Exhibit 10.24SEPARATION AGREEMENTAndGENERAL RELEASE OF ALL CLAIMSThis Separation Agreement and General Release of All Claims ("Agreement") is made by and between American States Utility Services, Inc., including its parent, affiliates and subsidiaries (collectively referred to as "ASUS" or the "Company"), and James C. Cotton III ("Employee") with respect to the following facts:A. Employee was employed by ASUS starting on June 14, 2008 and most recently was the Senior Vice President and Procurement Officer from December 18, 2014 until January 17, 2020. Employee's separation was effective at 5:00 P.M. EST on Friday, January 17, 2020 ("Separation Date") due to voluntary resignation. B. The parties desire to settle all claims and issues that have, or could have, been raised between them; including all claims relating to Employee's employment relationship with ASUS and all claims arising out of or in any way related to the acts, transactions or occurrences between Employee and ASUS, including but not limited to, Employee's employment relationship with ASUS or the termination of that employment relationship, on the terms set forth below.THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:1. Consideration. ASUS agrees to provide Employee with the following benefits to which Employee is not otherwise entitled. The parties acknowledge and agree that the consideration herein constitutes adequate legal consideration for the promises and representations made by the parties in this Agreement. 1.1. Resignation. Employee resigned from the Company effective January 17, 2020. 1.2. Severance Benefits. ASUS agrees to pay to Employee one (1) lump sum payment of Five Thousand Dollars ($5,000.00), which is in addition to the Twenty-Five Thousand Dollars ($25,000.00) severance benefit ASUS paid to employee in January 2020, less all applicable federal and state income and employment taxes and ordinary deductions. The additional Severance Payment of Five Thousand Dollars ($5,000.00) shall be paid to Employee within 30 days of Employee's execution of this Agreement. As a result, the total severance benefit Employee will receive with the additional Severance Payment totals Thirty Thousand Dollars ($30,000.00).11.3. Unemployment Insurance Benefits. ASUS agrees not to contest any claim Employee may file for unemployment insurance benefits. The parties understand that eligibility for unemployment insurance benefits is determined by the state and not by ASUS. The parties further understand and agree that nothing in this paragraph prevents or hinders ASUS from testifying truthfully or producing documents regarding Employee's claim for such benefits if required to do so by subpoena or other legal process. View More

Counterparts. This Amendment may be executed by counterparts, each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one contract. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called "PDF" format shall be legal and binding and shall have the same full force and effect as if an original of this Amendment had been delivered. Landlord and Tenant (i) intend to be bound by the signatur...es on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Amendment based on the foregoing forms of signature. View More

Counterparts. This Settlement Agreement may be signed in counterparts, each of which shall be deemed an original. This Settlement Agreement may only be amended in writing, which amendment may also be signed in counterparts.

Counterparts. This Second Amendment may be executed in one or more counterparts (including by means of facsimile or e-mail signature pages) and all such counterparts taken together shall constitute one and the same Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement. 28. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to t...he fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agree that your electronic signature is the same as, and shall have the same force and effect as, your manual signature. View More

Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Guarantee signed by all the parties shall be lodged with the Administrative Agent and the Company.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered via facsimile or electronic transmission shall have the same force, validity, and effect as the originals.

Counterparts. This Master Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts. 21 Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) co...rrectly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83. View More

Counterparts. This Agreement may be executed by the parties in separate counterparts (including by fax, jpeg, .gif, .bmp and .pdf), each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.