Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriter shall be given to General Counsel, Citigroup Global Markets Inc. (fax: (212) 816-7912) and confirmed to General Counsel, Citigroup Global Markets Inc. at 388 Greenwich Street, New York, NY 10013. Notices to the Company shall be given to it at FleetCor Technologies, I...nc., 5445 Triangle Parkway, Suite 400, Norcross, GA 30092 (fax: (770) 449-3471); Attention: Chief Financial Officer. Notices to the Selling Stockholders shall be given to (i) Summit Partners, 222 Berkeley Street, 18th floor, Boston, MA 02116 (fax: (617) 824-1100); Attention: Robin Devereaux; (ii) Bain Capital Partners, John Hancock Tower, 200 Clarendon Street, Boston, MA 02116 (fax: (617) 516-2010 ); Attention: Sean Doherty; and (iii) Ronald F. Clarke at FleetCor Technologies, Inc., 5445 Triangle Parkway, Suite 400, Norcross, GA 30092 (fax: (770) 449-3471); Attention: Ronald F. Clarke, with a copy (which shall not constitute notice to the Selling Stockholders) to Ropes & Gray LLP, 111 South Wacker Drive 46th Floor, Chicago, IL 60606-4309 (fax: (312) 845-5501); Attention: Andrew J. Terry. (b) PATRIOT Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter is required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriter to properly identify its clients. (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. The Company, the Selling Stockholders and the Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. -31- (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. View More

Miscellaneous. 8.1 Defined Terms. Capitalized terms used herein shall have the meaning ascribed to them in the Rokk3r Flamingo Shareholders Agreement, unless otherwise indicated in this Agreement. 8.2 Counterparts. This Agreement may be executed in counterparts. Facsimile or scanned signatures are binding and are considered to be original signatures. 8.3 Assignment. Neither party will assign this Agreement, in whole or in part, without the written consent of the other party. 5 8.4 Titles. The titles and subtit...les used in this Agreement are included for convenience only and are not to be considered in construing or interpreting this Agreement. 8.5 Notices. All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) upon receipt of a return receipt if sent via electronically; (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at the addresses shown on the signature pages hereto. 8.6 No Finder's or Broker's Fee. Each party represents that it neither is nor will be obligated to pay any finder's fee, broker's fee or commission in connection with the transactions contemplated by this Agreement. Each party agrees to indemnify and to hold the other party harmless from any liability for any commission or compensation in the nature of a finder's or broker's fee arising out of any breach of the transactions contemplated by this Agreement. 8.7 Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 8.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provisions were so excluded and this Agreement will be enforceable in accordance with its terms. View More

Miscellaneous. No waiver by Client of any breach of this Agreement by Consultant shall be considered to be a waiver of any other breach. Should any litigation be commenced between Client and Consultant relating to any such breach, the prevailing party shall be entitled, in addition to such other relief as may be granted, reasonable costs and attorney's fees relating to such litigation. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not aff...ect the validity of the remainder of this Agreement. This Agreement shall be governed by the laws of the State of Nevada. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof. View More

Miscellaneous. This Agreement may be modified, only by a written instrument signed by the parties. This Agreement shall not amend or affect any written employee benefit plan of the Company, and Tressler's benefits, if any, under such plans shall be governed by the terms of each plan in which Tressler is or was a participant. No failure or delay by the Company in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy... preclude any other right or further exercise of any other right or remedy. The recitals and any defined terms therein are incorporated into and made a part of this Agreement. View More

Miscellaneous. (a) Full Force and Effect. Except as expressly set forth herein, this Amendment does not constitute a waiver or modification of any provision of the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Agreement, the terms "the Agreement," "herein," "hereof," "hereinafter," "hereto" and words of similar import, shall, unless the context otherwise requires, mean the Agreeme...nt as amended by this Amendment. References to the terms "Agreement" appearing in the Exhibits or Schedules to the Agreement, shall, unless the context otherwise requires, mean the Agreement as amended by this Amendment. (b) Headings and Terms. The headings in this Amendment are for purposes of reference only and shall not be considered in construing this Amendment. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (c) Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original and all together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. (d) Law Governing. This Amendment shall be construed and enforced in accordance with and shall be governed by the laws and in the manner of the Agreement. View More

Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan or this Restricted Stock Unit Award shall be binding, conclusive and final. The waiver by the Company of any provision of this Restricted Stock Unit Award shall not operate as or be construed to be a subsequent waiver of the same provision or of any other provision of the Award. The validity and construction of the Restricted Stock Unit Award shall be governed by the laws of the State of Connect...icut. Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this Restricted Stock Unit Award. View More

Miscellaneous. This Plan does not give, and will not be construed as giving, any Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with any Participant free from any liability or claim under the Plan, except as expressly provided otherwise in the Plan, and except as may be otherwise provided in any applicable written agreement between a Participant and the Company. 7.2... Non-U.S. Participants. The Company may modify the procedures set forth herein with respect to bonus payouts for Participants who are non-U.S. nationals or who are employed outside of the United States in order to comply with applicable laws and regulations. 7.3 Governing Law. This Plan will be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision. 7.4 Section 409A of the Code. Payments under the Plan are intended to constitute "short-term deferrals" for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and guidance issued under Section 409A of the Code, and shall be construed accordingly. Notwithstanding the above, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any 2 subsidiary, or the Committee, shall be liable to any participant or to the estate or beneficiary of any participant by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of a payment to satisfy the requirements of Section 409A of the Code. 7.5 Tax Withholding. All payments under the Plan shall be subject to reduction for applicable tax and other legally or contractually required withholdings. 7.6 Plan to be Unfunded, Etc. The Plan is intended to constitute an unfunded incentive compensation arrangement. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. A participant's right to receive a bonus shall be no greater than the right of an unsecured general creditor of the Company. All bonuses shall be paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such bonuses. There shall not vest in any Participant or beneficiary any right, title, or interest in and to any specific assets of the Company. 7.7 Amendment and Termination. The Company may terminate the Plan at any time and may amend the Plan at any time and from time to time, with or without retroactive effect, including without limitation amendments that change the form or timing of bonus payments hereunder. 3 EX-10.18 2 forr-ex1018_328.htm EX-10.18 forr-ex1018_328.htm EXHIBIT 10.18 FORRESTER RESEARCH, INC. 60 Acorn Park Drive Cambridge, MA 02140 EXECUTIVE QUARTERLY CASH INCENTIVE PLAN On March 10, 2021, the Compensation and Nominating Committee (the "Committee") of the Board of Directors of Forrester Research, Inc. (the "Company") approved this Executive Quarterly Cash Incentive Plan (the "Plan"). Except where the context otherwise requires, the term "Company", as used in this Plan, includes any of the Company's present or future parent or subsidiary corporations or entities. The term "Plan year" will mean the calendar year. The term "Quarter" will mean the calendar quarters of the year (January 1 to March 31, April 1 to June 30, July 1 to September 30, and October 1 to December 31). View More

Miscellaneous. 5.2 From the Effective Date, the Relevant Finance Documents and this letter will be read and construed as one document. 5.3 Except as expressly otherwise provided in this letter, no amendment, variation or change is made to any Finance Document and all the Finance Documents remain in full force and effect in accordance with their terms. 5.4 Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the terms of this letter and the Finance... Parties expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents. Delivery of an executed scanned counterpart of a signature page of this letter by e-mail shall be effective as delivery of an original executed counterpart hereof. View More

Miscellaneous. The Board or Committee, as applicable, shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application - - of this Agreement and the Plan as are consistent therewith and to interpret, amend or revoke any such rules. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any suc...cessor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument. View More

Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Share Escrow Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Share Escrow Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Share Escrow Agree...ment in the Share Escrow Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Share Escrow Agreement, as amended by this Amendment (or as the Share Escrow Agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Share Escrow Agreement, including without limitation Section 6.1 thereof. View More