Grouped Into 44 Collections of Similar Clauses From Business Contracts
This page contains Modification and Waiver clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Modification and Waiver. Except as provided in Section 18 above with respect to changes in state law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver....View More
Modification and Waiver. Except as provided in Section 18 above 17 hereof with respect to changes in state Delaware law which broaden the right of the Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constit...ute a continuing waiver. View More
Modification and Waiver. Except as provided in Section 18 17 above with respect to changes in state Delaware law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a conti...nuing waiver. View More
Modification and Waiver. Except as provided in Section 18 16 above with respect to changes in state Tennessee law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a cont...inuing waiver. View More
Modification and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.
Modification and Waiver. Any term of this Warrant may be amended by a writing signed by the Company and the Holder. The observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), prospectively) only with by a writing signed by the written consent of party against whom the Company and the Holder. waiver is to be enforced.
Modification and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), prospectively) only with the written consent of the Company and the Holder hereof. Any amendment or waiver affected in accordance with this Section 7 shall be binding upon the Company and the Holder.
Modification and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), prospectively) only with the written consent of the Company and the Holder hereof. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the Company and the Holder.
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions he...reof (whether or not similar) nor shall such waiver constitute a continuing waiver. -12- 19. Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: (a) If to Indemnitee to: [______________] [______________] Attn: [Name of Indemnitee] & [Name of General Counsel] with a copy to: [outside counsel] (b) If to the Company, to: Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Attn: Joshua B. Lynn Email: josh.lynn@healthcarespac.com with a copy to: Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Attention: Paul Tropp and Christopher Capuzzi Email: paul.tropp@ropesgray.com, christopher.capuzzi@ropesgray.com or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.View More
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions he...reof (whether or not similar) nor shall such waiver constitute a continuing waiver. -12- 11 19. Notice Mechanics. All notices, requests, demands or and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: (a) If to Indemnitee to: [______________] [______________] Attn: [Name of Indemnitee] & [Name of General Counsel] with a copy to: [outside counsel] (b) If to the Company, to: Healthcare Services Lefteris Acquisition Corporation 7809 Woodmont Avenue, Corp. 292 Newbury Street, Suite 200 Bethesda, MD 20814 293 Boston, MA 02115 Attn: Joshua B. Lynn Jon Isaacson Email: josh.lynn@healthcarespac.com jon@lefteris.com with a copy to: Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Attention: Paul Tropp and Christopher Capuzzi Email: paul.tropp@ropesgray.com, christopher.capuzzi@ropesgray.com or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee. View More
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions he...reof (whether or not similar) nor shall such waiver constitute a continuing waiver. -12- 8 19. Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: (a) If to Indemnitee to: [______________] [______________] Attn: [Name of Indemnitee] & [Name of General Counsel] with a copy to: [outside counsel] (b) If to the Company, to: Healthcare Services Sustainable Development Acquisition Corporation 7809 Woodmont I Corp. 113 S. La Brea Avenue, Suite 200 Bethesda, MD 20814 3rd Floor Los Angeles, CA 90036 Attn: Joshua B. Lynn Nicole Neeman Brady Email: josh.lynn@healthcarespac.com nnb@renewablegroup.com with a copy to: Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Attention: Paul Tropp and Christopher Capuzzi Michael Pilo Email: paul.tropp@ropesgray.com, christopher.capuzzi@ropesgray.com michael.pilo@ropesgray.com or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee. View More
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions he...reof (whether or not similar) nor shall such waiver constitute a continuing waiver. -12- 19. Notice 11 19.Notice Mechanics. All notices, requests, demands or and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: (a) If (a)If to Indemnitee to: [______________] [______________] Attn: [Name of Indemnitee] & [Name of General Counsel] with a copy to: [outside counsel] (b) If (b)If to the Company, to: Healthcare Services Broadscale Acquisition Corporation 7809 Woodmont Avenue, Corp. 1845 Walnut Street, Suite 200 Bethesda, MD 20814 1111 Philadelphia, PA 19103 Attn: Joshua B. Lynn Jeffrey Brotman Email: josh.lynn@healthcarespac.com jbrotman@hepcollc.com with a copy to: Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Ledgewood, PC Two Commerce Square 2001 Market Street, Suite 3400 Philadelphia, PA 19103 Attention: Paul Tropp and Christopher Capuzzi Mark Rosenstein Email: paul.tropp@ropesgray.com, christopher.capuzzi@ropesgray.com mrosenstein@ledgewood.com or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee. View More
Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision... of this Agreement nor shall any waiver constitute a continuing waiver.View More
Modification and Waiver. No supplement, modification or amendment to amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties hereto. thereto. No amendment, alteration or repeal waiver of any of the provisions of this Agreement shall adversely affect be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision he...reof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration supplement, modification or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver. amendment. View More
Modification and Waiver. No supplement, modification modification, or amendment to this Agreement shall will be binding unless executed in writing by the parties hereto. parties. No amendment, alteration alteration, or repeal of this Agreement shall will adversely affect any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in his or her the Indemnitee's Corporate Status prior to such amendment, alteration alteration, or repeal. No waiver of any of the provisio...ns of this Agreement shall will constitute or be deemed a waiver of any other provision of this Agreement nor shall will any waiver constitute a continuing waiver. View More
Modification and Waiver. No supplement, modification modification, amendment or amendment to waiver of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No amendment, alteration or repeal of this Agreement or any provision hereof shall adversely affect any limit or restrict the right of Indemnitee u...nder this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.View More
Modification and Waiver. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreem...ents of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement.View More
Modification and Waiver. No provisions provision of the this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Corporation. Company. No waiver by any either party hereto at any time or the of any breach by the other party hereto of, or of compliance with with, any condition or provision of the this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions ...at the same or at any prior or subsequent time. No agreements of agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth expressly in the this Agreement. View More
Modification and Waiver. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreem...ents of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement. Nothing herein is intended to change or modify Executive's status as an at-will employee of the Corporation. View More
Modification and Waiver. No provisions of the this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. Chief Executive Officer of the Company. No waiver by any either party hereto at any time or the of any breach by the other party hereto of, or of compliance with with, any condition or provision of the this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisio...ns or conditions at the same or at any prior or subsequent time. No agreements of or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the Agreement. laws of the State of California without regard to its conflicts of law principles. View More
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and an executive officer of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and an executive officer of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and an executive officer by the Compensation Committee of the Board of Directors of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same o...r any prior or subsequent time. View More
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and an executive officer by the Chief Executive Officer of the Company. No waiver by either of the parties Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or su...bsequent time. condition. View More
Modification and Waiver. This Agreement may be amended from time to time to reflect changes in Delaware law or for other reasons. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof nor shall any such waiver constitute a continuing waiver.
Modification and Waiver. This Agreement may be amended from time to time to reflect changes in Delaware applicable law or for other reasons. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof nor shall any such waiver constitute a continuing waiver.
Modification and Waiver. This Agreement may be amended from time to time to reflect changes in Delaware applicable law or for other reasons. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof nor shall any such waiver constitute a continuing waiver.
Modification and Waiver. This Agreement may be amended from time to time to reflect changes in Delaware applicable law or for other reasons. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof nor shall any such waiver constitute a continuing waiver.
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. 16 21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered... by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: M3-Brigade Acquisition III Corp. 1700 Broadway – 19th Floor New York, NY 10019 Attention: Charles Garner at cgarner@m3-partners.com With a copy, which shall not constitute notice, to Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attn: David A. Curtiss, Esq. or to any other address as may have been furnished to Indemnitee in writing by the Company.View More
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any provision of this Agreement shall be enforceable unless in writing and signed by the party against whom it is to be enforced. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. 16 15 21. NOTICES. All notices..., requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: M3-Brigade Acquisition III North Mountain Merger Corp. 1700 Broadway – 19th 767 Fifth Avenue, 9th Floor New York, NY 10019 10153 Attention: Charles Garner at cgarner@m3-partners.com Bernicker With a copy, which shall not constitute notice, to Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attn: David A. Curtiss, Esq. Raphael M. Russo Fax No. : (212) 492-0309 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More
Modification and Waiver. (a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. (b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate onl...y as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived. 13 16.REQUIRED PROVISIONS. (a) The Bank may terminate Executive's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.View More
Modification and Waiver. (a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. (b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate onl...y as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived. 13 16.REQUIRED 10 14.REQUIRED REGULATORY PROVISIONS. (a) The Bank Bank's Board of Directors may terminate the Executive's employment at any time, but any termination by the Bank's Board of Directors, other than termination Termination for Cause Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for Cause. Cause as defined in Section 7 hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] (12 U.S.C. §§ 1818(e)(3)) or 8(g)(1) [12 USC §1818(g)(1)] 8(g) (12 U.S.C. § 1818(g)) of the Federal Deposit Insurance Act, Act (the "FDI Act"), the Bank's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] 8(e) (12 U.S.C. §§ 1818(e)) or 8(g)(1) [12 USC §1818(g)(1)] 8(g) (12 U.S.C. § 1818(g)) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] 3(x) (12 U.S.C. § 1813(x)(1)) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency Director or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, other designated official, at the time the FDIC or any other federal or state entity enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator FDIC or other applicable regulatory authority to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, FDIC Part 359 Limitations. Despite any contrary provision in this Agreement, any payments made to Executive by the Bank or the Company, whether pursuant to under this Agreement Agreement, or otherwise, are shall be subject to and conditioned upon their compliance with Section 18(k) 12 U.S.C. §1828 and FDIC Regulations 12 CFR Part 359, Golden Parachute Indemnification Payments, and any other regulations or guidance promulgated thereunder. 11 16.HEADINGS FOR REFERENCE ONLY. 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 Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. provisions of this Agreement. View More
Modification and Waiver. (a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. (b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate onl...y as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived. 13 16.REQUIRED 12 16. REQUIRED PROVISIONS. (a) The Bank Association may terminate Executive's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's Association's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank's Association's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Association's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, Association, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his her or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his her or her designee at the time the Regulator or his her or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank Association or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. 13 17. SEVERABILITY. If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect. View More
Modification and Waiver. (a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. (b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate onl...y as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived. 13 16.REQUIRED 9 15. REQUIRED PROVISIONS. (a) The Bank Bank's Board of Directors may terminate Executive's employment at any time, but any termination by the Bank' Board of Directors, other than termination Termination for Cause Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for Cause. Cause as defined in Section 7 hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in in. the conduct of the Bank's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, Bank: (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or (or his or her designee, designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; Act, 12 U.S.C. §1823(c); or (ii) by the Regulator or Comptroller (or his or her designee designee) at the time the Regulator or Comptroller (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), §1828(k), 12 C.F.R. §145.121 and the regulations promulgated thereunder in 12 C.F.R. Part 359 and any rules and regulations promulgated thereunder. View More
Modification and Waiver. Except as provided in Section 18 hereof with respect to changes in applicable law which broaden or narrow the right of the Independent Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement shall operate as a current or future waiver by it as to its same or different rights under this Agreem...ent or otherwise. 7 21. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date en which it is so mailed: If to Independent Director, to: Ms. Yu Jiaxin, Kingkey 100, Block B, Floor 14, No.5016, Shennan East Road, Luohu District, Shenzhen, Guangdong, China. If to the Company, to: Hong Zhida, CEO, Addentax Group Corp. of Floor 13th, Building 1, Block B, Zhihui Square, Nanshan District, Shenzhen City, China 518000, or to such other address as may have been furnished in the same manner by any party to the others.View More
Modification and Waiver. Except as provided in Section 18 hereof with respect to changes in applicable law which broaden or narrow the right of the Independent Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement shall operate as a current or future waiver by it as to its same or different rights under this Agreem...ent or otherwise. 7 21. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date en which it is so mailed: If to Independent Director, to: Ms. Yu Jiaxin, Kingkey 100, Block B, Floor 14, No.5016, Shennan East Ng Chung Chi, 8A, The Brand, 101 Tai Tong Road, Luohu District, Shenzhen, Guangdong, China. Yuen Long, Hong Kong. If to the Company, to: Hong Zhida, CEO, Addentax Group Corp. of Floor 13th, Building 1, Block B, Zhihui Square, Nanshan District, Shenzhen City, China 518000, or to such other address as may have been furnished in the same manner by any party to the others. View More
