Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Warrant shall be governed by the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. The headings in this Warrant are for purposes of convenience of reference only, and shall not be deemed to constitute a part hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. All notices and other communications from the Company to the holder of this Warrant shall be given in... writing and shall be deemed effectively given as provided in the Purchase Agreement. View More

Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment shall be subject to the provisions regarding choice of law, submission to jurisdiction, waiver of venue, service of process, and waiver of jury trial set forth in Section 11.14 and 11.15 of the Credit Agreement, and such provisions are incorp...orated herein by this reference, mutatis mutandis, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts (originals or facsimile copies followed by original executed counterparts within two (2) Business Days, but the failure to deliver original executed counterparts shall not affect the validity, enforceability, and binding effect of this Amendment) with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. Borrower shall pay the reasonable fees and expenses of counsel for Administrative Agent incurred in connection with this Amendment in accordance with Section 11.04 of the Credit Agreement. View More

Miscellaneous. This Agreement, together with the Confidentiality Agreement, the Option Agreement, the Severance Agreement, the Mutual Arbitration Agreement and any outstanding equity-based award and the applicable award agreements governing such awards, constitute the entire agreement between you and the Company regarding the material terms and conditions of your employment, and they supersede and replace all prior negotiations, representations or agreements between you and the Company. This Agreement may be m...odified only by a written agreement signed by you and a duly authorized officer of the Company. To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to me. Sincerely, Arlo Technologies, Inc. By: Andrew Kim President Agreed to and accepted: Christine Gorjanc Dated: -4- EX-10.12 10 d463504dex1012.htm EX-10.12 EX-10.12 Exhibit 10.12 , 2018 Christine Gorjanc c/o Arlo Technologies, Inc. 350 E. Plumeria Dr. San Jose, CA 95134 Re: Confirmatory Employment Letter Dear Christine: This letter agreement (the "Agreement") is entered into between Christine Gorjanc ("you") and Arlo Technologies, Inc. (the "Company" or "we"), effective as of August , 2018 (the "Effective Date"), to confirm the terms and conditions of your employment with the Company as of the Effective Date. Except as set forth in this Agreement, this Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date, including without limitation the employment agreement by and between you and NETGEAR, Inc. ("NETGEAR") as of November 16, 2005, as amended. View More

Miscellaneous. 4.1 Expenses. 4.2 Waivers, Amendment and Remedies. 4.3 Notices. 4.4 Term; Binding Effect. 4.5 Captions. 4.6 Governing Law; Venue; Severability. 4.7 Satisfaction of Obligations. 4.8 Counterparts/Execution.

Miscellaneous. (a) Agreements evidencing Awards under the Plan shall contain such other terms and conditions, not inconsistent with the Plan, as the Committee may determine in its sole discretion, including penalties for the commission of competitive acts or other actions detrimental to the Company. Notwithstanding any other provision hereof, the Committee shall have the right at any time to deny or delay a Participant's exercise of Options if such Participant is reasonably believed by the Committee (i) to be ...engaged in material conduct adversely affecting the Company or (ii) to be contemplating such conduct, unless and until the Committee shall have received reasonable assurance that the Participant is not engaged in, and is not contemplating, such material conduct adverse to the interests of the Company. (b) Participants are and at all times shall remain subject to the trading window policies adopted by the Company from time to time throughout the period of time during which they may exercise Options, Stock Appreciation Rights or sell shares of Company Stock acquired pursuant to the Plan. 18 (c) Notwithstanding any other provision of this Plan, (a) the Company shall not be obliged to issue any shares pursuant to an Award unless at least the par value of such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an Award is obliged to make such payment) and (b) the Company shall not be obliged to issue or deliver any shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee. (d) Awards shall be subject to any compensation recovery policy adopted by the Company from time to time, including, without limitation, policies adopted to comply with applicable law. View More

Miscellaneous. (a) The Award granted hereunder is subject to the approval of the Plan by the shareholders of the Company to the extent that such approval (i) is required pursuant to the By-Laws of the National Association of Securities Dealers, Inc., and the schedules thereto, in connection with issuers whose securities are included in the NASDAQ National Market System, or (ii) is required to satisfy the conditions of Rule 16b-3. (b) The address for Grantee to which notice, demands and other communications to ...be given or delivered under or by reason of the provisions hereof shall be Grantee's address as reflected in the Company's personnel records. (c) The validity, performance, construction and effect of this Award shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law. COMCAST CORPORATION BY: ATTEST: EX-10.6 12 d525898dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 FORM OF COMCAST CORPORATION RESTRICTED STOCK UNIT AWARD This is a Restricted Stock Unit Award (the "Award") dated [ ], [Year 1] from Comcast Corporation (the "Company") to the Grantee. The vesting of Restricted Stock Units is conditioned on the Grantee's continuation in service from the Date of Grant through each applicable Vesting Date, and on the Company's attainment of certain performance objectives, as further provided in this Award. The delivery of Shares under this Award is intended to constitute performance-based compensation, within the meaning of section 162(m) of the Code, and Treasury Regulations issued under section 162(m) of the Code. View More

Miscellaneous. 10.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations. 10.2 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the re...ceiving party from time to time in accordance with this Section). 10.3 This Agreement, together with any related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 10.4 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. 10.5 This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New Jersey, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Jersey. 10.6 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 10.7 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument. View More

Miscellaneous. (a) Entire Agreement; Binding Effect. This Agreement constitutes the entire agreement of the parties hereto related to the matters set forth herein, and supersedes all prior agreements between such parties, whether written or oral, related to such subject matter. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. (b) Amendment; Waiver. Neither this Agreement nor any term hereof may be amended, ...waived, discharged or terminated other than by a written instrument signed by the Company and each party against whom enforcement of such amendment, waiver, discharge or termination is sought. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied to contracts among Delaware residents entered into and performed entirely within Delaware. (d) Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall be as effective as original signatures. (e) Further Assurances. Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such further instruments or documents or take such other actions as may be reasonably necessary to consummate the transactions contemplated by this Agreement. View More

Miscellaneous. 9.1 This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and when a counterpart has been executed by each of the Parties hereto, all of the counterparts, when taken together, shall constitute one and the same agreement. This Agreement may not be... modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Parties. View More

Miscellaneous. (a) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby. The provisions of Section 12.09 of the Credit Agreement are hereby incorporated by reference and made a part hereof. (b) The expense reimbursement and indemnification provisions of Section 12.03 of the Credit Agreement are hereby incorporat...ed by reference and made a part hereof. (c) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. (d) This Letter Agreement may be executed in separate counterparts and delivery of an executed signature page hereof by facsimile or electronic mail (including .pdf) shall be effective as delivery of manually executed counterpart hereof. This Letter Agreement constitutes a "Loan Document" under and as defined in Section 1.02 of the Credit Agreement. View More