Miscellaneous Clause Example with 4 Variations from Business Contracts

Miscellaneous. (a) Governing Law. In the absence of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of the State of New Jersey. York. (b) Severability. If any provision of this Agreement shall be held to be invalid, void void, or unenforceable, the remaining provisions hereof shall in no way be affected or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision of this Agreement is invalid or unenf...orceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed construed, and enforced as so limited. (c) Entire Agreement; Amendment. This Agreement sets for forth the entire understanding of the parties with regard to the subject matter contained herein and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only be amended by written agreement signed by both parties hereto or their duly authorized representatives. (d) Successors and Assigns. This Agreement shall be binding upon and become the legal obligation of the successors and assigns of the Employer and shall inure to the benefit of the Employee's estate, heirs and heirs, representatives in the event of his death or Disability. 8 (e) Clawback and Recoupment. Any amounts paid to the Employee hereunder shall be subject to any generally applicable clawback or recoupment policy adopted by the Employer, or the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive compensation. In addition, with regard to any payment made hereunder pursuant to Sections 6(c) or 7(c) hereunder, Employer or its successors retains the legal right to demand the return of any payment made should Employer or its successors later obtain information indicating that the Employee has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under the FDIC's regulations at 12 C.F.R. 359.4(a) (4). (f) Section 409A Compliance. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code ("Section 409A") and regulations promulgated thereunder. Notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the Employer for purposes of the payments and benefit of Section 1 hereof unless he would be considered to have incurred a "termination of employment" from the Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. If the Employee is a "specified employee" for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 11(f) 12(f) result in a delay of payments to the Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the "409A Payment Date"), the Employer shall begin to make such payments as described in this Section 11(f), 12(f), provided that any amounts that would have been payable earlier but for application of this Section 11(f) 12(f) shall be paid in lump-sum on the 409A Payment Date. -8- (g) Release. All payments and benefits under Sections 6(d) or 7(c) hereof shall be contingent upon the Employee executing a general release of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, in the form attached hereto as Exhibit A, and which must be executed by the Employee no later than the twenty second (22nd) day after the termination of the Employee's employment. Payments under this Agreement that are contingent upon such release shall, subject to Section 11(f), commence within eight (8) days after such release becomes effective; provided, however, that if the Employee's termination of employment occurs on or after November 15 of a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 11(f), commence on the first business day of the following calendar year. View More

Miscellaneous. (a) Governing Law. In the absence of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of the State of New Jersey. York. (b) Severability. If any provision of this Agreement shall be held to be invalid, void void, or unenforceable, the remaining provisions hereof shall in no way be affected or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision of this Agreement is invalid or unenf...orceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed construed, and enforced as so limited. (c) Entire Agreement; Amendment. This Agreement sets for the entire understanding of the parties with regard regarding to the subject matter contained herein and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only be amended by written agreement signed by both parties hereto or their duly authorized representatives. (d) Successors and Assigns. This Agreement shall be binding upon and become the legal obligation of the successors and assigns of the Employer and shall inure to the benefit of the Employee's estate, heirs and heirs, representatives in the event of his death or Disability. (e) Clawback and Recoupment. Any amounts paid to the Employee hereunder shall be subject to any generally applicable clawback or recoupment policy adopted by the Employer, or the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive compensation. In addition, with regard to any payment made hereunder pursuant to Sections 6(c) or 7(c) hereunder, Employer or its successors retains the legal right to demand the return of any payment made should Employer or its successors later obtain information indicating that the Employee has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under the FDIC's regulations at 12 C.F.R. 359.4(a) (4). (f) Section 409A Compliance. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code ("Section 409A") and regulations promulgated thereunder. Notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the Employer for purposes of the payments and benefit of Section 1 hereof unless he would be considered to have incurred a "termination of employment" from the Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. If the Employee is a "specified employee" for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 11(f) 12(f) result in a delay of payments to the Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the "409A Payment Date"), the Employer shall begin to make such payments as described in this Section 11(f), 12(f), provided that any amounts that would have been payable earlier but for application of this Section 11(f) 12(f) shall be paid in lump-sum on the 409A Payment Date. -8- (g) Release. All payments and benefits under Sections 6(d) or 7(c) hereof shall be contingent upon the Employee executing a general release of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, in the form attached hereto as Exhibit A, and which must be executed by the Employee no later than the twenty second (22nd) day after the termination of the Employee's employment. Payments under this Agreement that are contingent upon such release shall, subject to Section 11(f), commence within eight (8) days after such release becomes effective; provided, however, that if the Employee's termination of employment occurs on or after November 15 of a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 11(f), commence on the first business day of the following calendar year. View More

Miscellaneous. (a) Governing Law. In the absence of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of the State of New Jersey. York. (b) Severability. If any provision of this Agreement shall be held to be invalid, void void, or unenforceable, the remaining provisions hereof shall in no way be affected or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision of this Agreement is invalid or unenf...orceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed construed, and enforced as so limited. (c) Entire Agreement; Amendment. This Agreement sets for forth the entire understanding of the parties with regard to the subject matter contained herein and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only be amended by written agreement signed by both parties hereto or their duly authorized representatives. (d) Successors and Assigns. This Agreement shall be binding upon and become the legal obligation of the successors and assigns of the Employer and shall inure to the benefit of the Employee's estate, heirs and heirs, representatives in the event of his death or Disability. (e) Clawback and Recoupment. Any amounts paid to the Employee hereunder shall be subject to any generally applicable clawback or recoupment policy adopted by the Employer, or the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive compensation. In addition, with regard to any payment made hereunder pursuant to Sections 6(c) or 7(c) hereunder, Employer or its successors retains the legal right to demand the return of any payment made should Employer or its successors later obtain information indicating that the Employee has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under the FDIC's regulations at 12 C.F.R. 359.4(a)(4). (f) Section 409A Compliance. If the Employee is a "specified employee" for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 11(f) 12(f) result in a delay of payments to the Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the "409A Payment Date"), the Employer shall begin to make such payments as described in this Section 11(f), 12(f), provided that any amounts that would have been payable earlier but for application of this Section 11(f) 12(f) shall be paid in lump-sum on the 409A Payment Date. -8- (g) Release. All payments and benefits under Sections 6(d) or 7(c) hereof shall be contingent upon the Employee executing a general release of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, in the form attached hereto as Exhibit A, and which must be executed by the Employee no later than the twenty second (22nd) day after the termination of the Employee's employment. Payments under this Agreement that are contingent upon such release shall, subject to Section 11(f), commence within eight (8) days after such release becomes effective; provided, however, that if the Employee's termination of employment occurs on or after November 15 of a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 11(f), commence on the first business day of the following calendar year. View More

Miscellaneous. (a) Governing Law. In the absence of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of the State of New Jersey. (b) Severability. If any provision of this Agreement shall be held to be invalid, void void, or unenforceable, the remaining provisions hereof shall in no way be affected or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision of this Agreement is invalid or unenforceab...le, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed construed, and enforced as so limited. (c) Entire Agreement; Amendment. This Agreement sets for the entire understanding of the parties with regard regarding to the subject matter contained herein and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only be amended by written agreement signed by both parties hereto or their 10 duly authorized representatives. (d) Successors and Assigns. This Agreement shall be binding upon and become the legal obligation of the successors and assigns of the Employer and shall inure to the benefit of the Employee's estate, heirs and heirs, representatives in the event of his death or Disability. (e) Clawback and Recoupment. Any amounts paid to the Employee hereunder shall be subject to any generally applicable clawback or recoupment policy adopted by the Employer, or the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive compensation. (f) Section 409A Compliance. If the Employee is a "specified employee" for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 11(f) result in a delay of payments to the Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the "409A Payment Date"), the Employer shall begin to make such payments as described in this Section 11(f), provided that any amounts that would have been payable earlier but for application of this Section 11(f) shall be paid in lump-sum on the 409A Payment Date. -8- (g) Release. All payments and benefits under Sections 6(d) or 7(c) hereof shall be contingent upon the Employee executing a general release of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, in the form attached hereto as Exhibit A, and which must be executed by the Employee no later than the twenty second (22nd) day after the termination of the Employee's employment. Payments under this Agreement that are contingent upon such release shall, subject to Section 11(f), commence within eight (8) days after such release becomes effective; provided, however, that if the Employee's termination of employment occurs on or after November 15 of a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 11(f), commence on the first business day of the following calendar year. View More