Notices Clause Example with 39 Variations from Business Contracts

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the his most recent address shown in on the personnel books and records of the Company at the time notice is given and, if to the Company, to the address set forth below, or to such other address... as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, AngioDynamics, Inc. [ADDRESS] 14 Plaza Drive Latham, NY 12110 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Executive Officer With a copy to: James L. Hauser Gunderson Dettmer 1 Marina Park Drive, Suite 900 Boston, MA 02210 Facsimile: (617) 648-9199 jhaus@gunder.com 11. Miscellaneous. No provision of 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 such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to constitutes the entire agreement of the parties concerning the specific subject matter hereof which have been made addressed by either party; provided, however, that this Agreement shall supersede any agreement setting forth and supersedes all prior agreements addressing the terms and conditions contained herein. Nothing in this Agreement is intended to amend or otherwise alter the change in control provisions or any other provisions of any (a) stock option or other compensation or incentive award that may heretofore have been or may hereafter be granted to the Executive's employment with the Company only Executive, or (b) employee benefit or fringe benefit plan in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by which the Executive for Good Reason. may heretofore have been or may hereafter be a participant. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. New York. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions to such sections. sections and to IRS or SEC regulations and official guidance published thereunder. Any payments provided for hereunder shall be paid net of subject to any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall must be in writing and shall will be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, Employee, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have... furnished to the other in writing in accordance herewith, with this Section 8, except that notice of change of address shall be is effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. KapStone Paper and Packaging Corporation 1101 Skokie Boulevard Suite 300 Northbrook, Illinois 60062 4 Attn: General Counsel 9. Miscellaneous; Amendment of Related Agreements. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive Employee and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which that have been made by either party; provided, however, that this Agreement shall will supersede any agreement setting forth the terms and conditions of the Executive's Employee's employment with the Company only in the event that, following a Change in Control, the Merger, the Executive's Employee's employment with the Company is terminated by the Company other than for Cause or by the Executive Employee for Good Reason. The validity, interpretation, construction and performance of this Agreement shall will be governed by the laws of the State of Kansas. Illinois. All references to sections of the Code shall will be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall will be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive Employee has agreed. The obligations of the Company and the Executive Employee under this Agreement which that by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall Section 2) will survive such expiration. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the this Agreement shall will be in writing and shall will be deemed to have been duly given when delivered or mailed by United States registered mail, overnight delivery service, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of on file with the Company and, if to the Company, to the address set forth below, or to such... other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall will be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. No c/o The J. M. Smucker Company One Strawberry Lane Orrville, Ohio 44667 Attn: General Counsel 12. Miscellaneous. This Agreement may be terminated, amended, or modified by the Board at any time prior to a Change in Control, but not during a Potential Change in Control. During a Potential Change in Control or at any time within two years following a Change in Control, no provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification 9 or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements severance agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, that the Executive's employment with the Company is terminated during the Term and on or following a Change in Control (or deemed to have been so terminated), by the Company other than for Cause Cause, death or Disability or by the Executive for Good Reason. Further, to the extent this Agreement does not supersede any other agreement providing severance to the Executive or setting forth the terms and conditions of the Executive's employment with the Company, it will not result in any duplication of benefits to the Executive. The validity, interpretation, construction and performance of this Agreement shall will be governed by the laws of the State of Kansas. Ohio, without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall will be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall will be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall will survive such expiration. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement will be construed in a manner to give effect to such intention. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in inserted below the personnel records of Executive's signature on the Company final page hereof and, if to the Company, to the address set forth below, or to such... other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Baxter International Inc. [ADDRESS] One Baxter Parkway Deerfield, Illinois 60015 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Executive Officer 6. Miscellaneous. 6.1 No provision of 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 such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This 6.2 Except as otherwise provided herein, this Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall not supersede any agreement setting forth or arrangement governing the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company generally, or imposing restrictions on the Executive's activities after termination of employment, except to the extent that such other than agreement or arrangement also provides for Cause or by the payment of severance upon a termination of employment occurring during the Term, in which event the Executive for Good Reason. shall be entitled to receive the greater of the severance provided under this Agreement or such other agreement or arrangement, without duplication. 6.3 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Illinois. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. 6.4 Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. 6.5 The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. 6.6 Nothing contained shall be construed as creating an express or implied contract of employment or as giving Executive any right to be retained in the employ of the Company or the Successor. 6.7 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 6.8 This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the his most recent address shown in on the personnel books and records of the Company at the time notice is given and, if to the Company, to the address set forth below, or to such other address... as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: 5 pages To the Company: Waddell & Reed Financial, AngioDynamics, Inc. [ADDRESS] 14 Plaza Drive Latham, NY 12110 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Executive Officer 11. Miscellaneous. No provision of 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 such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to constitutes the entire agreement of the parties concerning the specific subject matter hereof which have been made addressed by either party; provided, however, that this Agreement shall supersede any agreement setting forth and supersedes all prior agreements addressing the terms and conditions contained herein. Nothing in this Agreement is intended to amend or otherwise alter the change in control provisions or any other provisions of any (a) stock option or other compensation or incentive award that may heretofore have been or may hereafter be granted to the Executive's employment with the Company only Executive, or (b) employee benefit or fringe benefit plan in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by which the Executive for Good Reason. may heretofore have been or may hereafter be a participant. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. New York. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions to such sections. sections and to IRS or SEC regulations and official guidance published thereunder. Any payments provided for hereunder shall be paid net of subject to any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in inserted below the personnel records of Executive's signature on the Company final page hereof and, if to the Company, to the address set forth below, or to such... other address as either party may have furnished to the 11 other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Tractor Supply Company 5401 Virginia Way Brentwood, TN 37027 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Corporate Secretary 11. Miscellaneous. No provision of 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 such officer as may be specifically designated by the Board. Board and complies with Section 409A of the Code. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Tennessee. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 4, 6 and 7 hereof) shall survive such expiration. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in inserted below the personnel records of Executive's signature on the Company final page hereof and, if to the Company, to the address set forth below, or to such... other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Tractor Supply Company 5401 Virginia Way Brentwood, TN 37027 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Corporate Secretary 11. Miscellaneous. No provision of 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 such officer as may be specifically designated by the Board. Board and complies with Section 409A of the Code. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Tennessee. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor 11 provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 4, 6 and 7 hereof) shall survive such expiration. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the his most recent address shown in on the personnel books and records of the Company at the time notice is given and, if to the Company, to the address set forth below, or to such other address... as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, AngioDynamics, Inc. [ADDRESS] 14 Plaza Drive Latham, NY 12110 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Executive Officer 11. Miscellaneous. No provision of 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 such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to constitutes the entire agreement of the parties concerning the specific subject matter hereof which have been made addressed by either party; provided, however, that this Agreement shall supersede any agreement setting forth and supersedes all prior agreements addressing the terms and conditions contained herein. Nothing in this Agreement is intended to amend or otherwise alter the change in control provisions or any other provisions of any (a) stock option or other compensation or incentive award that may heretofore have been or may hereafter be granted to the Executive's employment with the Company only Executive, or (b) employee benefit or fringe benefit plan in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by which the Executive for Good Reason. may heretofore have been or may hereafter be a participant. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. New York. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions to such sections. sections and to IRS or SEC regulations and official guidance published thereunder. Any payments provided for hereunder shall be paid net of subject to any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown for the Executive in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have... furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Insignia Systems, Inc. [ADDRESS] 8799 Brooklyn Blvd., Minneapolis, MN 55445 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Financial Officer 11. Miscellaneous. No provision of 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 such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; party, including without limitation the Change in Control Agreement between the Company and the Executive entered into as of May 9, 2018; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's termination of employment with the Company only in the event that, following the Merger, that the Executive's employment with the Company is terminated on or following a Change in Control, by the Company other than for without Cause or by the Executive for Good Reason. Reason, as defined herein, or the Executive incurs a Pre-Change in Control Termination, as defined herein. For avoidance of doubt, this Agreement shall not supersede the Employment Agreement between the Company and the Executive entered into as of December 20, 2019 (the "Employment Agreement"). The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Minnesota. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after Sections 4 and 5 hereof shall survive the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. term of this Agreement. This Agreement is not intended by the parties hereto to constitute an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended. View More

Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the... other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Armstrong World Industries, Inc. [ADDRESS] P.O. Box 3001 Lancaster, Pennsylvania 17604 Attention: [TITLE] 14. General Counsel 13. Miscellaneous; Amendment of Related Agreements. 13.1 No provision of 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 such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of 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. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; party, including the Change in Control Agreement between the Company and the Executive dated [DATE]; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, a Change in Control, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Pennsylvania. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the 11 Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 hereof) shall survive such expiration. 13.2 The term "Change in Control Agreement" as used in the Executive's Severance Agreement dated [DATE], as extended or amended from time to time (the "Severance Agreement"), and the Executive's Retention Award Agreement dated [DATE], as extended or amended from time to time, shall mean this Agreement, as it may be extended or amended from time to time. View More