Miscellaneous Provisions Contract Clauses (6,929)

Miscellaneous Provisions. 16.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior understandings or agreements concerning the subject matter hereof, including without limitation a letter agreement between the Parties dated as of August 31, 2007; the Joint Technology Development Agreement between the Parties dated September 13, 2007; an SG5 Phase II Agreement between Sanken and Allegro executed in October 2007; a Memorandum of Understanding dated March 19, 20...08; and a First Addendum to the Memorandum of Understanding dated August 26, 2008. 16.2 Amendments. No amendment or modification of this Agreement shall be effective unless set forth in writing and signed by a duly authorized representative of each Party. 16.3 Assignment. No Party shall assign any or all of its rights and obligations under this Agreement without the prior written consent of the other Parties. 16.4 Waiver. Any failure by a Party to exercise or enforce any right under this Agreement shall not be deemed a waiver of such Party's right thereafter to enforce each and every term and condition of this Agreement. 16.5 Force Majeure. The obligations of a Party under this Agreement will be suspended during the period and to the extent that such Party is prevented or hindered from complying therewith by any cause beyond its reasonable control including (insofar as such cause is beyond such party's control but without prejudice to the generality of the foregoing expression); strikes, lockouts, labor disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm. In the event of either Party being so hindered or prevented such party will give notice of suspension as soon as reasonably possible to the other party stating the date and extent of such suspension and the cause thereof and the omission to give such notice will forfeit the rights of such Party to claim such suspension. Any Party whose obligations have been suspended as aforesaid will not be deemed to be in default of its contractual obligations nor will any penalties or damages be payable. Any such Party will resume the performance of such obligations as soon as reasonably possible after the removal of the cause and will so notify the other Parties. In the event that such cause continues for more than three (3) months either party may terminate this Agreement on fourteen (14) days written notice. 5 16.6 Language. This Agreement was drafted and executed in the English language. 16.7 Severability. The invalidity or unenforceability of any portion of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement. 16.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 16.9 Dispute Resolution. The Parties shall make best efforts to try to resolve any and all claims, controversies or difficulties between the Parties ("Claims") by mutual discussions in good faith. Should the Parties be unable to reach resolution themselves, Claims shall be finally settled by arbitration held in Minneapolis, Minnesota, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. View More

Miscellaneous Provisions. Option Confers No Rights to Continued Employment or Service. In no event shall the granting of the Option or the acceptance of this Award Agreement and the Option by the Optionee give or be deemed to give the Optionee any right to continued employment by or service with the Company or any of its subsidiaries or affiliates. 3.2. Decisions of Committee. The Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise. Any interpretation, det...ermination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive. 3.3. Award Agreement subject to the Plan. This Award Agreement is subject to the provisions of the Plan, as it may be amended from time to time, and shall be interpreted in accordance therewith. The Optionee hereby acknowledges receipt of a copy of the Plan. 3.4. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any Person or Persons who shall, upon the death of the Optionee or transfer of such Option, acquire any rights hereunder. 3.5. Notices. All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by electronic mail, utilizing notice of undelivered electronic mail features or (d) by telecopy with confirmation of receipt. The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received or (d) in case of telecopy, on the date of confirmation of receipt. 3.6. Governing Law. The Option, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. 3.7. Counterparts. This Award Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument. UNITED STATES CELLULAR CORPORATION By: LeRoy T. Carlson, Jr. Chairman Accepted this ___ day of ___________, 20__. Kenneth R. Meyers EX-10.3 4 ex10_3.htm EX-10.3 Exhibit 10.3 2013 LONG-TERM INCENTIVE PLAN <> STOCK OPTION AWARD AGREEMENT United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to Kenneth R. Meyers (the "Optionee"), as of <> (the "Option Date"), pursuant to the provisions of the United States Cellular Corporation 2013 Long-Term Incentive Plan (the "Plan"), a Non-Qualified Stock Option (the "Option") to purchase from the Company <<# OF SHARES>> shares of Common Stock at the price of $<> per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. View More