General Contract Clauses (10,849)

General. This Agreement shall be construed and interpreted according to the laws of the State of Tennessee. The foregoing contains the entire and only agreement between the parties respecting the subject matter hereof, and any representation, promise, or condition in connection therewith not incorporated herein shall not be binding upon either party. The headings of the various sections of this Agreement are for convenience of reference only, and shall not modify, define, limit or expand the express... provisions of this Agreement. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company. View More

General. A deferred stock unit ("Stock Unit") represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.2.Vesting. Subject to your continued employment, [PERCENTAGE] of the Stock Units will vest on the 15th of the month in which the [VESTING DATE(S)] of the grant date of the Award occurs. [Each] date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is [a]... "Scheduled Vesting Date." In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.D.) prior to [a] Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.E.3.Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a "Dividend Equivalent") will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.4.Delivery. a.Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting.b.The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 60 days after vesting.c.The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C. 1 d.Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries' or affiliates' obligations under the Award. e.Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.H.C.Satisfaction of Tax Obligations. View More

General. This Agreement constitutes the entire agreement of the parties concerning the subject hereof and supersedes all prior and contemporaneous understandings and communications relating thereto. (b) Waiver or Modification. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of... this Agreement. This Agreement may not be modified or amended except by writing signed by both parties, provided, however, that the sending of an email from either party's email account, when received by the other party, shall constitute a "signature" for purposes of this provision. (c) Notices. Any writing written notice or consent required or permitted hereunder may be given electronically, including by email, or by mail or delivery, as follows: If to the Consultant: by email to [email protected]; or by U.S. Mail or delivery to: John S. Roberts 11 Mitchellwood Drive Falmouth, ME 04105-1244 If to the Company: by email addressed to [email protected]; or by U.S. Mail or delivery to: Chief Legal Officer Assurant, Inc. One Chase Manhattan Plaza 41st Floor New York, NY 10005 (d) Severability. It is expressly understood and agreed that although the Consultant and the Company consider the restrictions contained in this Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or any other restriction contained in this Agreement is an unenforceable restriction against the Consultant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and to such maximum extent as such court may judicially determine or indicate to be enforceable (provided that in no event shall any such amendment broaden the time period or scope of any restriction herein). Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. View More

General. This Agreement (together with the Exhibits hereto) is the sole agreement and understanding between Company and Consultant concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to such matter. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other. Consultant shall not... subcontract any portion of Consultant's duties under this Agreement without the prior written consent of Company. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of Company. Company may assign this Agreement to any entity that succeeds to substantially all of the business or assets of Company. This Agreement shall be governed by the laws of the State of California, without reference to its conflicts of law principles. This Agreement may only be amended or modified by a writing signed by both parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to either Company or Consultant. View More

General. SHARES SUBJECT TO THE PLAN 1 3. ELIGIBILITY AND LIMITATIONS 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS 7 6. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS 9 7. ADMINISTRATION 11 8. TAX WITHHOLDING 14 9. MISCELLANEOUS 15 10. COVENANTS OF THE COMPANY 18 11. ADDITIONAL RULES FOR AWARDS SUBJECT TO SECTION 409A 19 12. SEVERABILITY 22 13. TERMINATION OF THE PLAN 22 14. DEFINITIONS 23 i.

General. The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the "Grant Date"). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested. 1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and... conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. 1.3 Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company's general assets. View More

General. a. Statement of Work. Consultant agrees to provide Services to the Company in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (each, a "Statement of Work"), each of which upon execution by Consultant and the Company shall become binding between the parties and made a part hereof. Each Statement of Work entered into by the parties in connection herewith shall be subject to,... and the obligations of the parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Statement of Work shall (i) supplement and form a part of this Agreement, (ii) be read and construed as one with this Agreement, and (iii) be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Statement of Work, the terms of this Agreement shall govern and control unless such Statement of Work expressly indicates otherwise. b. Change orders. The scope of the Services to be provided hereunder shall not be changed in any material respect without a mutually agreed upon change order executed by an authorized representative of each party. Unless otherwise agreed to by the parties and set forth in the change order, all additional Services set forth in a change order shall be billable as set forth in the change order. View More

General. 6.1This Amendment is an "Other Document" as defined in the Credit Agreement. 6.2Nothing contained herein will be construed as waiving any Default or Event of Default under the Loan Documents or will affect or impair any right, power, or remedy of Lender under or with respect to the Loan Documents, as amended, or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Advances. 6.3All representations and warranties made by Borrowers herein will survive the... execution and delivery of this Amendment. 6.4This Amendment will be binding upon and inure to the benefit of Borrowers and Lender and their respective successors and assigns. 6.5This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio. 6.6A copy of this Amendment may be attached to the Notes as an allonge. 6.7This Amendment and the documents and instruments to be executed hereunder constitute the entire agreement among the parties with respect to the subject matter hereof and shall not be amended, modified, or terminated except by a writing signed by the party to be charged therewith. 6.8Each Borrower agrees to execute such other instruments and documents and provide Lender with such further assurances as Lender may reasonably request to more fully carry out the intent of this Amendment. 6.9Notwithstanding any other provision herein or in the other Loan Documents, each Borrower agrees that this Amendment, the Loan Documents, any other amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a "Communication") may, at Lender's option, be in the form of an electronic record. 6.10Without limiting the generality of the foregoing, any signature delivered by a party hereto by electronic means shall be deemed to be an original signature hereto. 6.11No provision of this Amendment is intended or shall be construed to be for the benefit of any third party. 6.12THE PARTIES EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT. 6.13EACH BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER FROM LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. 1.1As of December 20, 2018, Borrowers and Lender entered into a Revolving Credit, Term Loan and Security Agreement (as amended, extended, modified, or restated, the "Credit Agreement") pursuant to which Borrowers executed and delivered to Lender certain Other Documents. 1.2The Loan Documents were amended by Amendment No. 1.3The Loan Documents are further amended by this Amendment No. View More

General. The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Incentive Stock Option Agreement, shall pay all original issue taxes with respect to the issue of shares pursuant hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations... which, in the opinion of counsel for the Corporation, shall be applicable thereto. The Corporation makes no representation or warranty that this Option or shares issued pursuant hereto qualify under any Federal or State law for any special tax treatment. The terms of this Option Agreement shall be construed to conform with, and shall be governed by the provisions of the Plan, as amended, and in the event of any inconsistency between the provisions of this Incentive Stock Option Agreement and the Plan, the provisions of the Plan shall control. 3 11. Subsidiary. As used herein, the term "subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" of the Corporation, as the term is defined in Section 424 of the Code. View More

General. (a) This Agreement, including the attached Exhibits, which are incorporated herein, contains the entire agreement and understanding between Producer and Distributor with respect to the distribution of the Products and supersedes and replaces all prior agreements and understandings, oral or written, with respect to the same. Except as otherwise expressly provided in this Agreement, this Agreement shall not be amended or modified except by a written instrument signed by both Producer and... Distributor. It is recognized that Distributor may from time to time issue a purchase order or other similar transactional form or document, and that, other than with respect to the identification of specific quantities of Product being ordered from Producer, any terms and conditions contained on such forms and documents shall be of no force and effect, and shall not constitute a modification or amendment of this Agreement absent Producer's specific, written agreement. (b) This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives and permitted successors and assigns. Neither party may assign this Agreement without the other party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, not including the 1980 United Nations Convention for the International Sale of Goods and notwithstanding the principles, if any, that would otherwise govern the choice of applicable law. Each party agrees that any and all litigation it may initiate arising out of the interpretation, enforcement or breach of any provision of this Agreement shall be brought in the State of New York in any court having competent subject matter jurisdiction over such dispute. Additionally, each party hereby submits itself to the jurisdiction of any court in the State of New York having competent subject matter jurisdiction. 10 (d) The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver of either party of any breach of this Agreement, shall not prevent a subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) The section headings used in this Agreement are for reference purposes only, and shall not affect the interpretation of this Agreement. (d) The terms of Sections 4(b), 5, 7, 8, 11, 12, 13, 15, 17 and this Section 16 (each to the extent applicable after the Term) will survive the expiration or termination of this Agreement for any reason. View More