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 Executive's 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 Office of Related Agreements. the General Counsel 0 pages 11. Miscellaneous. No provision of this Agreement may be modified, waived waived, or discharged unless such waiver, modification 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 of contained herein (including, without limitation, 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. Original Agreement). The validity, interpretation, construction 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 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 Executive's 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 Office of Related Agreements. the General Counsel 9 pages 11. Miscellaneous. No provision of this Agreement may be modified, waived waived, or discharged unless such waiver, modification 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 of contained herein (including, without limitation, 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. Original Agreement). The validity, interpretation, construction 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 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. Neil Moses-Zirkes 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; 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 9 Termination, as defined herein. 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] General Counsel 14. Miscellaneous; Amendment of Related Agreements. 14.1 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 12 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], as subsequently renewed effective [DATE] and the Severance Agreement between the Company and the Executive dated [DATE]]; provided, however, that on and following a Change in Control, 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 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, 7 and 9 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 9 been made by either party; 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. 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 June 24, 2010, as amended as of December 31, 2012; 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 11 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 6 hereof) shall survive such expiration. 13.2 The term "Change in Control Agreement" as used in the Executive's Employment Agreement with the Company, as amended effective March 9, 2015, (the "Severance Agreement Amendment"), and the Executive's Retention Award Agreement dated March 9, 2015, 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

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 Stanley Black & Reed Financial, Decker, Inc. [ADDRESS] 1000 Stanley Drive New Britain, Connecticut 06053 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Corporate Secretary 12. 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; provided that, nothing in this Agreement shall prohibit the Company from amending this Agreement in a manner that does not materially or adversely affect the rights of the Executive hereunder. 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 the agreement by and between the Company and the Executive dated December 10, 2008 and 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 (1) 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 on or following a Change in Control (or deemed to have been so terminated), by the Company other than for Cause or by the Executive for Good Reason. Reason and (2) to extent this Agreement does not supersede any agreement referred to in clause (1), it shall not result in any duplication of benefits to the Executive. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Connecticut, without regard to its conflicts of law principles. 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 6 and 7 hereof) shall 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 shall 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. General Counsel 12. 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; 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 on or following a Change in Control, 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. Illinois. 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 6, 7 and 9 hereof) shall survive such expiration. To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A of the Code. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). 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 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, Inc. [ADDRESS] Compuware Corporation One Campus Martius Detroit, MI 48226 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Chief Executive Officer 8 11. Miscellaneous. No provision of this Agreement may be modified, 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; provided, however, that this Agreement shall supersede any agreement setting forth party, including 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. Prior Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Michigan. 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 6 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 the personnel records of the Company and, if to the Company, O'Reilly, 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] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. O'Reilly: O'Reilly Automotive, Inc.233 S. Patterson, Springfield, Missouri 65802Attention: General Counsel 13. 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 the Change in Control Agreement between the Company and the Executive dated **; 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 following a Change in Control (or prior to a Change in Control under the circumstances described in the second sentence of Section 6.1 hereof), 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. Missouri. 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 6 hereof) shall survive such expiration. View More