Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Agreement supersedes all proposals, negotiations, conversations and/or discussions between or among parties relating to the subject matter of this Agreement. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. a writing referencing this Agreement and signed by a duly authorized ...officer of each Party. Each Party agrees to execute, acknowledge and deliver such further instruments and to do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. The captions to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, excluding application of any conflict of laws principles that would require application of the Law of a jurisdiction outside of England and Wales, and will be subject to the exclusive jurisdiction of the courts of competent jurisdiction located in London, England. Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express courier service providing evidence of delivery to the Party to which it is directed at its address or facsimile number shown in Section 9.12 of the PRC Agreement or such other address or facsimile number as such Party shall have last given by notice to the other Party. 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 agreement. View More

Miscellaneous. 12.1 Entire Agreement. The terms described in this Agreement, together with the Employee Confidentiality, Proprietary Rights and Non-Solicitation Agreement, and Agreement to Arbitrate, both incorporated herein by reference, set forth the entire understanding between Executive and the Company, and supersede any prior representations or agreements, whether written or oral, with respect to the subject matter hereof, including, without limitation, the CIC Agreement and that certain employment offer ...letter agreement dated May 1, 2013 entered into by Executive in connection with his initial commencement of employment with the Company. No term or provision of this Agreement may be amended waived, released, discharged or modified except in writing, signed by Executive and an authorized officer of the Company, except as otherwise specifically provided herein. 12.2. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to conflict of law principles. If any legal action is initiated by either party arising from or related to this Agreement, the parties agree to the exclusive jurisdiction of the courts of Fairfax County, Virginia. 12.3. Successors. This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. In that this Agreement constitutes a non-delegable personal services agreement, it may not be assigned by Executive and any attempted assignment by Executive in violation of this covenant shall be null and void. 12.4. Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and all such remaining provisions shall remain in full force and effect. 12.5. Waiver. The failure of either party to insist on strict compliance with any of the terms of this Agreement will not be deemed to be a waiver of any terms of this Agreement or of the party's right to require strict compliance with the terms of this Agreement in any other instance. 12.6. Notices. All notices, demands, or requests provided for or permitted to be given pursuant to this Agreement must be given in writing, unless otherwise specified, and shall be deemed to have been properly given, delivered, or served by depositing the same in the United States mail, postage prepaid, certified or registered mail, with deliveries to be made to the following addresses: If to Executive: James Rhyu, at the address contained in the Company's Human Resources records. If to the Company: Attn: General Counsel Stride, Inc. 2300 Corporate Park Drive Herndon, VA 20171 Either party may change such party's address for notices as necessary by notice given pursuant to this Section. View More

Miscellaneous. 9.1 Relationship of Parties. 9.2 Governing Law and Resolution of Disputes. 9.2.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws principles. 9.2.2 Any and all disputes or claims arising from or out of this Agreement shall be litigated exclusively before a court of the State of New York in New York City or, if subject matter jurisdiction exists, the United States District Court for the Southern Distri...ct of New York. 9.4 Counterparts. 9.5 Waiver. 9.6 Severability. 9.7 Notices. 9.9 Entire Agreement. 9.11 Use of Other Party's Name. View More

Miscellaneous. (a) Full Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect. (b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. (c) Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall... constitute one and the same instrument. View More

Miscellaneous. Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Company New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590 Attention: R. Patrick Quinn with a copy to Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attention: Mark J. Menting & Jared M. Fishman 28 (ii) to the Underwriters Goldman, Sachs & Co. 200 West Street, New York, New York 10282 Attention: Registration Department, Credit Suisse ...Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Attention: IBCM-Legal and Merrill Lynch, Pierce, Fenner & Smith Incorporated NY1-050-12-02 New York, New York 10020 Facsimile: (646) 855-5958 Attention: High Grade Transaction Management/Legal with a copy to Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Attention: Sung K. Kang This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters and the Company, and, to the extent provided in Section 7 hereof, the Indemnified Parties and Underwriter Indemnified Parties referred to in Sections 7, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right or obligation under or by virtue of this Agreement. View More

Miscellaneous. (a) Amendments. This Agreement may not be amended or waived, except by a writing signed the Company and Holder. (b) Governing Law. This Agreement is and shall be governed by and enforced in accordance with the laws of the State of Delaware, excluding its choice of law rules. (c) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal represent...atives. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. (e) Further Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party's obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement. View More

Miscellaneous. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement. Except as amended or modified by this Amendment, the parties hereby confirm all other terms and provisions of the Purchase Agreement. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

Miscellaneous. (a) This Agreement sets forth your entire agreement with the Company and supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof. This Agreement may not be modified or amended, and no breach will be deemed to be waived, unless agreed to in writing by you and the Board or an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way d...efine or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument. (b) Notwithstanding any other payment schedule provided herein, if you are identified on the date of termination as a "specified employee" within the meaning of Section 409A(a)(2)(B), then any payment that is considered nonqualified deferred compensation subject to Section 409A, as determined by the Company in its sole discretion, and payable on account of a "separation from service," will be made on the date that is the earlier of (A) the expiration of the six (6)-month period beginning on the date of your "separation from service", and (B) your death (the "Delay Period") to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid to you in a lump sum, and all remaining payments due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. -9- (c) For purposes of Section 409A, your right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. (d) Notwithstanding any other provision in this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "Non-Qualified Deferred Compensation" for purposes of Section 409A be subject to offset by any other agreement unless otherwise permitted by Section 409A. View More

Miscellaneous. (a) The interpretation and construction by the Board of any provision of the Plan or this Agreement shall be final and conclusive upon the Grantee, the Grantee's estate, executor, administrator, beneficiaries, personal representative and guardian and the Corporation and its successors and assigns. (b) This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws. (c) If t...he Grantee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control. (d) No rule of strict construction shall be implied against the Corporation, the Board or any other person in the interpretation of any of the terms of the Plan, this Agreement or any rule or procedure established by the Board. (e) Wherever the word "Grantee" is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Shares may be transferred by will or the laws of descent and distribution, the word "Grantee" shall be deemed to include such person or persons. (f) Grantee agrees, upon demand of the Corporation or the Board, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Corporation or the Board, as the case may be, to implement the provisions and purposes of this Agreement and the Plan. (g) All notices under this Agreement to the Corporation shall be in writing and shall be deemed duly given (i) if mailed or delivered to the Corporation at its principal office, addressed to the attention of Stock Plan Administration, (ii) if electronically delivered to the e-mail address, if any, for Stock Plan Administration or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Corporation may hereafter designate by notice to the Optionee. Any notice hereunder by the Corporation to the Optionee shall be in writing and shall be deemed duly given (i) if mailed or delivered to the Optionee at Optionee's address listed in the Corporation's records, (ii) if electronically delivered to the e-mail address, if any, for Optionee listed in the Corporation's records or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Optionee may hereafter designate by written notice given to the Corporation. View More

Miscellaneous. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.