Enforceability Contract Clauses (2,691)

Enforceability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If any provision of this Agreement shall, in whole or in part, become or be held invalid or unenforceable, all other provisions of this Agreement shall remain in full force... and effect. The parties undertake to replace such invalid or unenforceable provisions with such valid and enforceable provisions, which accomplish as far as possible the purpose and intent of the parties with respect to the invalid or unenforceable provision. The same shall apply accordingly to any situation not contemplated under or covered by this Agreement. 3 11. Counterparts; Assignment; Notices. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Except as expressly provided herein or therein, the rights and obligations of this Agreement may not be assigned by the Consultant without the prior written consent of Company. All notices, requests, demands, claims, and other communications hereunder shall be in writing. View More

Enforceability. If any portion or provision of this Transition Agreement is, to any extent, declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Transition Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected, and each portion and provision of this Transition Agreement will be valid and enforceable to the fullest extent permitted by law.

Enforceability. If any portion or provision of this Transition Agreement is, to any extent, declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Transition Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected, and each portion and provision of this Transition Agreement will be valid and enforceable to the fullest extent permitted by law.

Enforceability. If any restrictive condition contained herein is unenforceable with respect to the duration and Territory of the restrictive condition, then the duration and geographic area of restriction shall be reduced to the maximum duration and geographic area of restriction deemed legal, valid and enforceable and that come closest to expressing the B-2 intention of the parties with respect to the restrictive condition, and the restrictive condition shall be enforceable as so modified. The Participant... agrees that a court with proper jurisdiction shall be allowed to reduce the restrictive conditions contained herein to the maximum duration and geographic area of restriction deemed legal, valid and enforceable. B-3 ATTACHMENT III: Performance-Based Restricted Stock Unit Award Agreement GLOBAL EAGLE ENTERTAINMENT INC. 2017 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT1.Grant of PSUs. Global Eagle Entertainment Inc., a Delaware corporation (the "Company"), hereby grants to the participant (the "Participant") identified in the grant notice (the "Grant Notice") to which this Performance-Based Restricted Stock Unit Award Agreement, including any country-specific provisions in the appendices attached hereto (this "Agreement") is attached a performance-based restricted stock unit ("PSU") award (this "Award"), pursuant to the Global Eagle Entertainment Inc. 2017 Omnibus Long-Term Incentive Plan (as amended from time to time, the "Plan"), consisting of up to that maximum number of PSUs specified in the Grant Notice. The Award is subject to the terms and conditions of the Grant Notice (including Exhibit A thereto), this Agreement and the Plan. Except where the context otherwise requires, the term "Company" shall include the parent and all subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used but not otherwise defined herein or in the Grant Notice shall have the meaning ascribed to such terms in the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated by reference herein. To the extent that any term of this Agreement or the Grant Notice conflicts or is otherwise inconsistent with any term of the Plan, as amended from time to time, the terms of the Plan shall take precedence and supersede any such conflicting or inconsistent term contained herein.2.Acceptance and Acknowledgement. The Company may, in its sole discretion, choose to deliver any documents related to participation in the Plan and the Award by electronic means or request the Participant's consent to participate in the Plan by electronic means. By signing (electronically or otherwise) the Grant Notice, the Participant accepts the Award and agrees to be bound by the terms and conditions of the Grant Notice, this Agreement, the Plan and any and all conditions established by the Company in connection with Awards issued under the Plan, and the Participant further acknowledges and agrees that this Award does not confer any legal or equitable right (other than those rights constituting the Award itself) against the Company or any Subsidiary or Affiliate thereof (collectively, the "Global Eagle Companies") directly or indirectly, or give rise to any cause of action at law or in equity against the Global Eagle Companies. The Participant hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Award or disposition of the underlying Shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.3.Vesting Conditions. (a) Performance Goals. This Award shall vest with respect to its performance-based vesting conditions based on achievement of the Performance Goals set forth in the Grant Notice. The Company's actual achievement of such Performance Goals must be certified by the Committee for any portion of this Award to be eligible to vest. (b) Service-Based Vesting Conditions. Except as otherwise provided in the Grant Notice and this Agreement, any portion of this Award that is eligible to vest will be subject to Performance-Based Restricted Stock Unit Award Agreement continuous service through the Vesting Date. Any portion of this Award that is not eligible to vest will terminate (for no consideration) as provided in the Grant Notice. View More

Enforceability. If any restrictive condition contained herein is unenforceable with respect to the duration and Territory of the restrictive condition, then the duration and geographic area of restriction shall be reduced to the maximum duration and geographic area of restriction deemed legal, valid and enforceable and that come closest to expressing the B-2 intention of the parties with respect to the restrictive condition, and the restrictive condition shall be enforceable as so modified. The Participant... agrees that a court with proper jurisdiction shall be allowed to reduce the restrictive conditions contained herein to the maximum duration and geographic area of restriction deemed legal, valid and enforceable. B-3 ATTACHMENT III: Performance-Based Restricted Stock Unit Award Agreement GLOBAL EAGLE ENTERTAINMENT INC. 2017 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT1.Grant of PSUs. Global Eagle Entertainment Inc., a Delaware corporation (the "Company"), hereby grants to the participant (the "Participant") identified in the grant notice (the "Grant Notice") to which this Performance-Based Restricted Stock Unit Award Agreement, including any country-specific provisions in the appendices attached hereto (this "Agreement") is attached a performance-based restricted stock unit ("PSU") award (this "Award"), pursuant to the Global Eagle Entertainment Inc. 2017 Omnibus Long-Term Incentive Plan (as amended from time to time, the "Plan"), consisting of up to that maximum number of PSUs specified in the Grant Notice. The Award is subject to the terms and conditions of the Grant Notice (including Exhibit A thereto), this Agreement and the Plan. Except where the context otherwise requires, the term "Company" shall include the parent and all subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used but not otherwise defined herein or in the Grant Notice shall have the meaning ascribed to such terms in the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated by reference herein. To the extent that any term of this Agreement or the Grant Notice conflicts or is otherwise inconsistent with any term of the Plan, as amended from time to time, the terms of the Plan shall take precedence and supersede any such conflicting or inconsistent term contained herein.2.Acceptance and Acknowledgement. The Company may, in its sole discretion, choose to deliver any documents related to participation in the Plan and the Award by electronic means or request the Participant's consent to participate in the Plan by electronic means. By signing (electronically or otherwise) the Grant Notice, the Participant accepts the Award and agrees to be bound by the terms and conditions of the Grant Notice, this Agreement, the Plan and any and all conditions established by the Company in connection with Awards issued under the Plan, and the Participant further acknowledges and agrees that this Award does not confer any legal or equitable right (other than those rights constituting the Award itself) against the Company or any Subsidiary or Affiliate thereof (collectively, the "Global Eagle Companies") directly or indirectly, or give rise to any cause of action at law or in equity against the Global Eagle Companies. The Participant hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Award or disposition of the underlying Shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.3.Vesting Conditions. (a) Performance Goals. This Award shall vest with respect to its performance-based vesting conditions based on achievement of the Performance Goals set forth in the Grant Notice. The Company's actual achievement of such Performance Goals must be certified by the Committee for any portion of this Award to be eligible to vest. (b) Service-Based Vesting Conditions. Except as otherwise provided in the Grant Notice and this Agreement, any portion of this Award that is eligible to vest will be subject to Performance-Based Restricted Stock Unit Award Agreement continuous service through the Vesting Date. Any portion of this Award that is not eligible to vest will terminate (for no consideration) as provided in the Grant Notice. View More

Enforceability. Each of the Company, the Subsidiary Guarantors and the Parent Guarantor hereby represents and warrants that this First Supplemental Indenture is the legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether... enforcement is considered in a proceeding in equity or at law). View More

Enforceability. When effective under the conditions and other terms of this Agreement, this Agreement shall be valid and binding upon the Parties, and shall be fully enforceable against each of them, in accordance with its terms. Any person executing this Agreement on behalf of any Party hereto does hereby personally represent and warrant to the other Party or Parties that he/she has the authority to execute this Agreement on behalf of, and fully bind, such Party or, in the case of the Noble Defendants, will... have such authority upon entry of the Approval Order. View More

Enforceability. When effective under the conditions and other terms of this Agreement, this Agreement shall be valid and binding upon the Parties, and shall be fully enforceable against each of them, in accordance with its terms. Any person executing this Agreement on behalf of any Party hereto does hereby personally represent and warrant to the other Party or Parties that he/she has the authority to execute this Agreement on behalf of, and fully bind, such Party or, in the case of the Noble Defendants, will... have such authority upon entry of the Approval Order. View More

Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.