Miscellaneous Provisions Contract Clauses (6,929)

Miscellaneous Provisions. 9.1 Arbitration. 9.2 Governing Law. 9.3 Entire Agreement. 9.4 Employment at Will. 9.5 Application of Section 409A. 9.6 Application of Section 280G. 9.7 Proprietary Information. 9.8 Waiver; Amendment. 9.9 Notices.

Miscellaneous Provisions. A Participant entitled to payment of an Award hereunder shall rely solely upon the unsecured promise of the Company, as set forth herein, for the payment thereof, and nothing herein contained shall be construed to give to or vest in a Participant or any other person now or at any time in the future, any right, title, interest, or claim in or to any specific asset, fund, reserve, account, insurance or annuity policy or contract, or other property of any kind whatever owned by the Company, or in w...hich the Company may have any right, title, or interest, nor or at any time in the future. (b) Non-Assignment of Awards. No amount potentially payable under this Plan nor any right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, garnishment, execution or levy of any kind or charge before the date on which payment is made, and any attempt to anticipate, alienate, sell, assign, pledge, encumber and to the extent permitted by applicable law, charge, garnish, execute upon or levy upon the same shall be void and shall not be recognized or given effect by the Company. Except as expressly provided by the Committee, the rights and benefits under the Plan shall not be transferable or assignable other than by will or the laws of descent and distribution. (c) Other Company Plans. It is agreed and understood that any benefits under this Plan are in addition to any and all benefits to which a Participant may otherwise be entitled under any other contract, arrangement, or voluntary pension, profit sharing or other compensation plan of the Company, whether funded or unfunded, and that this Plan shall not affect or impair the rights or obligations of the Company or a Participant under any other such contract, arrangement, or voluntary pension, profit sharing or other compensation plan. (d) Separability. If any term or condition of the Plan shall be invalid or unenforceable to any extent or in any application, then the remainder of the Plan, with the exception of such invalid or unenforceable provision, shall not be affected thereby, and shall continue in effect and application to its fullest extent. (e) Continued Employment. Neither the establishment of the Plan, any provisions of the Plan, nor any action of the Committee shall be held or construed to confer upon any Participant the right to a continuation of employment by the Company. The Company reserves the right to dismiss any employee (including a Participant), or otherwise deal with any employee (including a Participant) to the same extent as though the Plan had not been adopted. (f) Incapacity. If the Committee determines that a Participant is unable to care for his affairs because of illness or accident, any benefit due such Participant under the Plan may be paid to his spouse, child, parent, or any other person deemed by the Committee to have incurred expense for such Participant (including a duly appointed guardian, committee, or other legal representative), and any such payment shall be a complete discharge of the Company's obligation hereunder. (g) Reporting and Withholding. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state and/or local income or other taxes incurred by reason of payments pursuant to the Plan or to report any amounts paid or payable under this Plan. (h) Application of Company Clawback Policy. All Awards under the Plan shall be subject to the provisions of any clawback or recoupment policy approved by the Board and/or Committee, as such policy may be in effect from time to time. View More

Miscellaneous Provisions. 7.1Further Instruments. 7.2Binding Effect. 7.3Delivery of Documents and Notices. 7.4Integrated Agreement. 7.6Counterparts.

Miscellaneous Provisions. 12.1Termination or Amendment. 12.2Nontransferability of the Award. 12.3Further Instruments. 12.4Binding Effect. 12.5Delivery of Documents and Notices. 12.6Integrated Agreement. 12.7Applicable Law. 12.8Counterparts.

Miscellaneous Provisions. Representation as to Limitations Executive represents and warrants that Executive is not under any contractual or legal restraint that prevents or prohibits Executive from entering into this Agreement or performing the duties and obligations described in this Agreement. 6 8.2. Assignment Executive may not assign this Agreement or an of its rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement or any of its rights and obligations und...er this Agreement, effective upon written Notice to Executive. This Agreement shall inure to the benefit of Company's successors and assigns. 8.3. Notices Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or by certified or registered mail, postage prepaid (or if it is sent through any other method agreed upon by the Parties), as follows: a) If to Company, at the address set forth on the first page hereto, to the attention of the CEO. b) If to Executive, at the address set forth on the first page hereto, to the attention of the Executive. c) Or at any other address as any Party shall have specified by notice in writing to the other Party. 8.4. Headings The headings and captions are for convenience only and shall not be deemed to limit, construe, affect, or alter the meaning of the underlying provisions. 8.5. Severability If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any jurisdiction for any reason, such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, and the remainder of this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable portion were not contained herein. 8.6. Governing Law This Agreement shall be construed and enforced under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the conflict of law principles hereof. 8.7 Waiver Neither the failure nor delay of either party to exercise any right or remedy under this Agreement shall operate or be construed as a waiver of any such right or remedy or constitute an excuse for any subsequent breach of this Agreement. 8.8 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Electronic signatures are authorized. 8.9 Entire Agreement This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, discussions and proposal, both oral and written, between Executive and the Company. This Agreement may not be amended or modified, and no waiver hereunder shall be valid or binding, unless set forth in writing, duly executed by the party against whom enforcement of the amendment, modification or waiver is sought. The Company and Executive each further represents, warrants and agrees that (i) she/it has been represented by competent counsel and participated in the drafting of this Agreement, and (ii) any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in connection with the construction or interpretation of this Agreement. View More

Miscellaneous Provisions. 15.1 The term "Lender", as used herein, shall mean any holder of this Note. 15.2 Time is of the essence in this Note. 15.3 The captions of sections of this Note are for convenient reference only and shall not affect the construction or interpretation of any of the terms and provisions set forth in this Note. 15.4 If more than one Borrower signs this Note, each is and shall be jointly and severally liable hereunder. 15.5 This Note shall be construed, interpreted, enforced and governed by and in a...ccordance with the laws of the State of Georgia (excluding the principles thereof governing conflicts of law), and federal law, in the event federal law permits a higher rate of interest than Georgia law. 4 15.6 If any provision or portion of this Note is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Note, and the remaining provisions and portions thereof shall continue in full force and effect. 15.7 This Note may not be amended, extended, renewed or modified nor shall any waiver of any provision hereof be effective, except by an instrument in writing executed by an authorized officer of Lender. Any waiver of any provision hereof shall be effective only in the specific instance and for the specific purpose for which given. View More

Miscellaneous Provisions. (a) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Grantee. (b) Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class regis...tered or certified mail, postage prepaid. Notices to the Company or the Grantee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. (c) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. View More