Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) This grant is subject to all the terms, conditions, limitations and restrictions contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling. In the event of any conflict or inconsistency between the terms hereof and the terms of the Dynegy Inc. Executive Severance Pay Plan and Dynegy Inc. Change in Control Executive Severance Pay Plan, including any amendments or supplements thereto, the ...terms hereof shall be controlling. (b) This grant is not a contract of employment and the terms of Employee's employment shall not be affected hereby or by any agreement referred to herein except to the extent specifically so provided herein or therein. Nothing herein shall be construed to impose any obligation on the Company or on any Affiliate to continue Employee's employment, and it shall not impose any obligation on Employee's part to remain in the employ of the Company or of any Affiliate. (c) All references in this Agreement to any "corporation" shall include a corporation, a general partnership, a joint venture, a limited partnership, a business trust or any other lawful business entity. (d) Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Employee, such notices or communications shall be effectively delivered when hand delivered to Employee at his or her principal place of employment or when sent by registered or certified mail to Employee at the last address Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered when sent by registered or certified mail to the Company at its principal executive offices. View More

Miscellaneous. This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or pdf shall be effective as delivery of a manually executed counterpart of this Agreement. In proving this Agreement, it shall not be necessary to produce or account for more than one s...uch counterpart signed by the party against which enforcement is sought. The Senior Creditors may, in their sole and absolute discretion, waive any provisions of this Agreement benefiting the Senior Creditors; provided, however, that such waiver shall be effective only if in writing and signed by the Senior Creditors and shall be limited to the specific provision or provisions expressly so waived. This Agreement shall be binding upon the successors, assigns and participants of each Subordinated Creditor and the Company and shall inure to the benefit of the Senior Creditors and its respective successors, assigns and participants, any purchaser or purchasers refunding or refinancing any of the Senior Debt and their respective successors, assigns and participants, but shall not otherwise create any rights or benefits for any third party. [Remainder of page intentionally left blank; Next page is signature page.] View More

Miscellaneous. (a)Executive's Representations. Executive hereby represents and warrants to the Company that (i) Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement, and is signing the Agreement voluntarily and with full knowledge of its significance, (ii) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or caus...e a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (iii) Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any other person or entity which would interfere in any material respect with the performance of his duties hereunder, and (iv) Executive will not use any confidential information or trade secrets of any person or party other than the Company Group in connection with the performance of his duties hereunder. View More

Miscellaneous. (a) Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by an authorized officer of the Bank and the Optionee or his or her duly appointed attorney-in-fact. (b) All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses as recorded in the official stockholder records of the Bank or at such other address as the parties may from time to time provide to each other in writing.... View More

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (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 Underwriters are required to obtain, verify and record information that identifies their respective clients, 24 includi...ng the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (c) 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 Underwriters shall be given to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019 (fax: 646-834-8133), Attention: Syndicate Registration; Goldman, Sachs & Co., 200 West Street, New York, New York 10282, (fax: 212-902-9316), Attention: Registration Department; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York (fax: 212-901-7881), Attention: High Grade Debt Capital Markets Transaction Management Legal. Notices to the Company shall be given to it at 710 Medtronic Parkway NE LC400, Minneapolis, Minnesota 55432-5604, (telephone: 763-505-3328) (fax: 763-572-5459), Attention: Neil P. Ayotte, Esq., Vice President, Interim General Counsel and Corporate Secretary. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (e) 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. (f) 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. (g) 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. 4 (a) The caption and section headings in this Agreement are for convenience only and are not intended to define, alter, limit or enlarge in any way the scope of the meaning of this Agreement or any term or provisions set forth in this Agreement. (b) This Agreement may be executed in any number of identical original counterparts or facsimile counterparts, followed by ink-signed originals, each of which shall be deemed to be an original, and all of which shall collectively constitute a single agr...eement, fully binding and enforceable against the parties hereto. (c) This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement and obligations of such parties hereunder are and at all times shall be deemed to be for the exclusive benefit of such parties and their respective successors and assigns, and nothing set forth herein shall be deemed to be for the benefit of any other person. (d) This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. [Remainder of page intentionally blank; signature page follows.] View More

Miscellaneous. (a) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. (b) Any notice or communication shall be sufficiently given if in writing and delivered in person, mailed by first class mail or sent by telecopier transmission addressed as follows: If to the Company or the Guarantor: Sprint Corporation Sprint Parkway Overland Park, Kansas 66251 Facsimile No. : (913) 523-9...802 Attn: General Counsel If to the Representative: J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Facsimile No. : (212) 270-1063 Attn: Lenny Carey Any party hereto by notice to the other may designate additional or different addresses for subsequent notices or communications. (c) This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, and the officers, directors, employees, affiliates and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. (d) 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. (e) Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. 18 (f) The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. (g) 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. View More

Miscellaneous. The provisions of Article VIII of the Reorg Merger Agreement shall apply mutatis mutandis to this Amendment.

Miscellaneous. 8.1.Headings; Interpretation. 8.2.Entire Agreement. 8.3.Amendment; Waiver. 8.4.Governing Law; Dispute Resolution. 8.5.Severability. 8.6.Assignment.

Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without reference to its conflict-of-laws principles. (b) Captions. The captions of this Agreement are not part of this Agreement and shall have no force or effect. (c) Amendment. This Agreement may not be amended or modified except by a written agreement executed by the parties or their respective successors and legal representatives. 11 (d) Notices. All notices and other c...ommunications under this Agreement shall be in writing and sent to the other party by either hand delivery, pre-paid overnight carrier, or registered or certified U.S. mail (return receipt requested) postage prepaid, addressed as follows: If to the Executive: Devon Energy Corporation 333 West Sheridan Avenue Oklahoma City, Oklahoma 73102-5015 If to the Company: Devon Energy Corporation C/O Executive Vice President - Human Resources 333 West Sheridan Avenue Oklahoma City, Oklahoma 73102-5015 With a copy to: Devon Energy Corporation C/O Executive Vice President & General Counsel 333 West Sheridan Avenue Oklahoma City, Oklahoma 73102-5015 or to such other address as either party shall have furnished to the other in writing. Such notice shall be deemed given (i) in the case of hand delivery, the day of delivery; (ii) in the case of overnight delivery, the next business day or the day designated for delivery; and (iii) in the case of certified or registered U.S. mail, five (5) days after deposit in the U.S. mail; provided, however, that in no event shall any such notices be deemed to be given later than the date they are actually received. (e) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provisions were omitted (but only to the extent such provision cannot be appropriately reformed or modified). If any such provision may be made enforceable by limitation, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. (f) Withholdings. The Company may withhold from any amounts payable under this Agreement all amounts authorized by the Executive or required to be withheld under any applicable federal, state, local, or foreign law or regulation. (g) Waiver. The waiver by either party of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same term or provision by either party or of the breach of any other term or provision of this Agreement. (h) Representations and Warranties. The Executive represents and warrants that (i) he is not, and shall not become, a party to any agreement, contract, arrangement, or understanding, whether of employment or otherwise, that would in any way restrict or prohibit him from undertaking or performing the duties required by this Agreement or that would in any way restrict or prohibit his ability to be employed by the Company in accordance with this Agreement; (ii) his employment by the Company does 12 not and shall not violate the terms of any policy of, or any agreement with, any prior employer regarding confidentiality or competition; and (iii) his position with the Company shall not require him to improperly use any trade secrets or confidential information of any prior employer or any other person or entity for whom he has performed services. (i) Section 409A Compliance. This Agreement is intended to comply with Section 409A and its corresponding regulations, or an exemption therefrom, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. All payments to be made upon a termination of employment under this Agreement may only be made upon a Separation from Service under Section 409A. For purposes of Section 409A, the right to a series of payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment, including as a result of the timing of the Executive's execution of the Release. Notwithstanding anything to the contrary herein, if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. View More