Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Entire Agreement. This Agreement contains the entire agreement between and among the parties and supersedes any prior written or oral agreements between or among the parties concerning the subject matter contained herein. There are no representations, agreements, or understandings, oral or written, between or among the parties, relating to the subject matter contained in this Agreement, which are not fully expressed herein. (b) Counterparts. This Agreement may be executed in counterparts, ea...ch of which shall be deemed to be an original, but such counterparts, when taken together, shall constitute but one and the same agreement. (c) Notice. Any notice, demand or other communication with respect to this Agreement shall be in writing and shall be deemed delivered personally to an authorized representative of either party, or if mailed, 48 hours after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the party at the address set forth below the signature hereto. Either party may change the address to which notice shall be given by giving notice to the other party. View More

Miscellaneous. Since each party has been represented by counsel and this Master Lease has been freely and fairly negotiated, all provisions shall be interpreted according to their fair meaning and shall not be strictly construed against any party. While nothing contained in this Master Lease should be deemed or construed to constitute an extension of credit by Landlord to Tenant, if a portion of any payment made to Landlord is deemed to violate any applicable laws regarding usury, such portion shall be held by... Landlord to pay the future obligations of Tenant as such obligations arise and if Tenant discharges and performs all obligations hereunder, such funds will be reimbursed (without interest) to Tenant on the Termination Date. If any part of this Master Lease shall be determined to be invalid or unenforceable, the remainder shall nevertheless continue in full force and effect. Time is of the essence, and whenever action must be taken (including the giving of notice or the delivery of documents) hereunder during a certain period of time or by a particular date that ends or occurs on a Saturday, Sunday or federal holiday, then such period or date shall be extended until the immediately following Business Day. Whenever the words "including", "include" or "includes" are used in this Master Lease, they shall be interpreted in a non-exclusive manner as though the words "without limitation" immediately followed. Whenever the words day or days are used in this Master Lease, they shall mean "calendar day" or "calendar days" unless expressly provided to the contrary. The titles and headings in this Master Lease are for convenience of reference only and shall not in any way affect the meaning or construction of any provision. Unless otherwise expressly provided, references to any "Section" mean a section of this Master Lease (including all subsections), to any "Exhibit" or "Schedule" mean an exhibit or schedule attached hereto or to "Medicare" or "Medicaid" mean such programs and shall include any successor program. If more than one Person is Tenant hereunder, their liability and obligations hereunder shall be joint and several. Promptly upon the request of either party and at its expense, the parties shall prepare, enter into and record a suitable short form memorandum of this Master Lease. This Master Lease (a) contains the entire agreement of the parties as to the subject matter hereof and supersedes all prior or contemporaneous verbal or written agreements or understandings, (b) may be executed in one or more 21 facsimile or electronic counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document, (c) may only be amended by a writing executed by the parties, (d) shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties, (e) shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the conflict of laws rules thereof, provided that the law of the State in which each Facility is located (each a "Situs State") shall govern procedures for enforcing, in the respective Situs State, provisional and other remedies directly related to such Facility and related personal property as may be required pursuant to the law of such Situs State, including without limitation the appointment of a receiver; and, further provided that the law of the Situs State also applies to the extent, but only to the extent, necessary to create, perfect and foreclose the security interests and liens created under this Master Lease, and (f) incorporates by this reference any Exhibits and Schedules attached hereto. View More

Miscellaneous. The failure or delay of any Party to enforce any of its rights under this Agreement shall not constitute a waiver of such rights, any other rights, or any future rights arising hereunder. No waiver of any rights under this Agreement shall be effective unless it is in writing and executed by the Party waiving such rights. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision her...eof shall be valid and enforced to the fullest extent permitted by law. This Agreement constitutes the entire agreement between the Parties with respect to the matters covered hereby and supersede all prior negotiations and writings with respect to the subject matter hereof. This Agreement may not be changed, modified or terminated, except pursuant to an amendment executed by the Parties. This Agreement and any disputes arising under or in any way related to this Agreement or its subject matter shall be governed by the internal laws of the State of New York, without giving effect to conflicts-of-laws principles. All actions or proceedings under or in any way relating to this Agreement shall be within the venue of any state or federal court located in New York County having jurisdiction. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION HEREUNDER OR ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. View More

Miscellaneous. Sections 11.01 (Waiver), 11.02 (Notices), 11.03 (Assignment), 11.04 (Rights of Third Parties), 11.05 (Expenses), 11.06 (Governing Law), 11.07 (Captions; Counterparts), 11.10 (Amendments), 11.11 (Severability), 11.12 (Jurisdiction; WAIVER OF TRIAL BY JURY), 11.13 (Enforcement) and 11.14 (Non-Recourse) of the Merger Agreement are incorporated herein by reference, mutatis mutandis. Upon the effectiveness of this Amendment, each reference in the Merger Agreement to "this Agreement," "hereunder," "he...rein," "hereof" or words of like import referring to the Merger Agreement shall mean and refer to the Merger Agreement as amended by this Amendment. The remainder of this page is intentionally left blank. View More

Miscellaneous. 8.1 Successors and Assigns. 8.2 Counterparts; Faxes. 8.4 Notices. 8.5 Expenses. 8.6 Amendments and Waivers. 8.8 Severability. 8.9 Entire Agreement. 8.10 Further Assurances. 8.11 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. 8.12 Independent Nature of Investors' Obligations and Rights.

Miscellaneous. (a) Effect of Amendment. Except to the extent the Consulting Agreement is modified by this Amendment, the remaining terms and conditions of the Consulting Agreement shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the Consulting Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. (b) Entire Agreement. The Consulting Agreement, together with this Amendm...ent, embodies the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto. (c) Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment. View More

Miscellaneous. 11.1 Headings; Construction. The headings of Sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Agreement to be drafted. 11.2 Benefit. Subject to Section 9, nothing in this Agreement, expressed or implied, is intended to confer on a...ny person other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 11.3 Waiver. Any delay by either party in asserting a right under this Agreement or any failure by either party to assert a right under this Agreement will not constitute a waiver by the asserting party of any right hereunder, and the asserting party may subsequently assert any or all of its rights hereunder as if the delay or failure to assert rights had not occurred. 11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 11.5 Severability. If the final determination of a court of competent jurisdiction declares, after the expiration of the time within which judicial review (if permitted) of such determination may be perfected, that any term or provision hereof is invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. View More

Miscellaneous. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Grant, the Board of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of Common Stock subject to this Grant, including, but not limited to..., the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of Deferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated as continued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressing any such adjustments, cash payments, or continued employment treatment. For purposes of this Agreement, (a) the term "Disability" means permanent and total disability as determined under procedures established by the Company for purposes of the Plan, and (b) the term "Normal Retirement" means retirement from active employment, in circumstances that constitute a "separation from service" for purposes of Section 409A of the Code, under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group or a local labor 9 contract, on or after the date specified as the normal retirement age in the pension plan, employment contract or local contract, if any, under which the Employee is at that time accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan or contract become payable without reduction for early commencement and without any requirement of a particular period of prior service). In any case in which the meaning of "Normal Retirement" is uncertain under the definition contained in the prior sentence, an Employee's termination shall be treated as Normal Retirement as the Committee, in its sole discretion, deems equivalent to retirement. For purposes of this Agreement, (x) a "subsidiary" includes only any company in which the applicable entity, directly or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an "affiliate" includes only any company that (A) has a beneficial ownership interest, directly or indirectly, in the applicable entity of greater than 50 percent or (B) is under common control with the applicable entity through a parent company that, directly or indirectly, has a beneficial ownership interest of greater than 50 percent in both the applicable entity and the affiliate. View More

Miscellaneous. (a) This Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and to be performed therein between residents thereof. (b) The waiver by the Company of any provision of this Agreement shall not operate or be construed to be a subsequent waiver of the same provision or waiver of any other provision hereof. (c) The RSUs shall be deemed to have been awarded pursuant to the Plan and the action of the Committee authorizing such awa...rds; as a result, such awards are subject to the terms and conditions thereof. In the event of any conflict between the terms hereof and the provisions of the Plan or such authorization, the provisions of the Plan (to such extent) and/or such authorization shall prevail. A copy of the Plan is available on request of the Employee made in writing (including by e-mail) to the Company's Secretary. (d) Any notice, filing or delivery hereunder or with respect to RSUs shall be given to the Employee at either his or her usual work location or his or her home address as indicated in the records of the Company, and shall be given to the Committee or the Company at 250 East Kilbourn Avenue, Milwaukee 53202, Attention: Secretary. All such notices shall be given by first class mail, postage pre‐paid, or by personal delivery. (e) This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall be binding upon and inure to the benefit of the Employee, the Beneficiary and the personal representative(s) and heirs of the Employee, except that the Employee may not transfer any RSUs or any interest in any RSUs. (f) As a condition to the grant of the RSUs, the Employee must execute an agreement not to compete (or for residents of certain states, a confidentiality and fair competition agreement) in the form provided to the Employee by the Company. View More

Miscellaneous. a. The captions of these Terms and Conditions are not part of the provisions hereof and shall have no force or effect. These Terms and Conditions, as they apply to your RSU Award, may not be amended or modified, except pursuant to a written agreement between you and the Company, unless such amendments or modifications are required in order to comply with applicable laws or to preserve deferral of taxation under Section 409A of the Code. The invalidity or unenforceability of any provision of thes...e Terms and Conditions shall not affect the validity or enforceability of any other provision of these Terms and Conditions. b. The Committee may make such rules and regulations and establish such procedures for the administration of your RSU Award and these Terms and Conditions as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret these Terms and Conditions, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to the interpretation of these Terms and Conditions or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to these Terms and Conditions, the decision of the Committee shall be final and binding on all persons. c. All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board of Directors of the Company or mailed to its principal office, addressed to the attention of the Board of Directors; and if to you, shall be delivered personally, sent by facsimile transmission or mailed to you at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 14(c). d. The failure of you or the Company to insist upon strict compliance with any provision of these Terms and Conditions or the Plan, or to assert any right that you or the Company, respectively, may have under these Terms and Conditions or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of these Terms and Conditions or the Plan. e. Nothing in these Terms and Conditions shall confer on you the right to continue in the service or employment of the Company or interfere in any way with the right of the Company and its stockholders to terminate your service or employment at any time. f. Nothing in these Terms and Conditions, and no action taken pursuant to the provisions of these Terms and Conditions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company or its officers or the Committee, on the one hand, and you or any other Person or entity, on the other. [remainder of page intentionally left blank] EX-10.8 3 isil-20160101ex108b12d35.htm EX-10.8 Exhibit 108 Intersil Corporation2008 Equity Compensation PlanTerms and Conditions RSU Award(Effective August 1, 2015) Intersil Corporation (the "Company") has awarded you restricted stock units ("RSUs") pursuant to the Intersil Corporation 2008 Equity Compensation Plan, as amended and restate from time to time (the "Plan") entitling you, upon satisfaction of restrictions set forth in your RSU Award letter and the following Terms and Conditions (collectively, the "RSU Award Agreement"), to the number of Shares set forth in your RSU Award letter. The specific terms of your RSU Award are controlled by the RSU Award Agreement and the terms of the Plan. Capitalized terms which are not defined in this document will have the meanings specified in the Plan or in your RSU Award letter. View More