Offices Contract Clauses (219)

Offices. (a) The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party. (b) The Office of Dealer for the Transaction is: New York, NY.

Offices. (a) The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party. (b) The Office of Dealer for the Transaction is: Charlotte 14 7. Notices. (a) Address for notices or communications to Counterparty: CONMED Corporation 11311 Concept Blvd Largo, Florida 33773 Attention: Todd Garner, Chief Financial Officer Telephone No. : 727-241-2975 With copies to: Attention: Johonna Pelletier, Treasurer Telephone No. : 727-392-6464 Attention: Daniel Jonas, General Cou...nsel Telephone No. : 727-214-2974 Fax No. : 315-793-8928 (b) Address for notices or communications to Dealer: For notices with respect to the Transaction: Notwithstanding anything to the contrary in the Agreement, all notices to Dealer in connection with the Transaction are effective only upon receipt of email message to CorporateDerivativeNotifications@wellsfargo.com 8. Mutual Representations. Each of Dealer and Counterparty represents and warrants to, and agrees with, the other party that: (a) It is an "eligible contract participant" (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (b) It is a "qualified institutional buyer" as defined in Rule 144A under Securities Act. (c) (A) It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) it is not relying on any communication (written or oral) of the other party or any of the other party's affiliates as investment advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction) and (C) no communication (written or oral) received from the other party or any of the other party's affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction. (d) It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word "Schedule" with the word "Confirmation") and Sections 8 and 9 of this Confirmation, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(z) of this Confirmation and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(z) of this Confirmation and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word "Schedule" with the word "Confirmation"), except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. 15 (e) Counterparty represents that it (or, if it is a disregarded entity, its regarded owner for U.S. federal income tax purposes) is a U.S. person (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations), and an exempt recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations. Dealer makes the following representation(s): It is a national banking association organized or formed under the laws of the United States and is a United States resident for United States federal income tax purposes. View More

Offices. (a)Current Term. During the Current Term, the Executive shall serve in the capacity as defined in Paragraph 1 and the parties agree that the Company shall elect the Executive to these offices, on an annual basis if necessary, during the Current Term of this Agreement. (b)Extended Term. During the Extended Term of this Agreement the Executive shall hold and perform an office with the responsibility, importance and scope within the Company at least equal to that of the office described and contemp...lated in Paragraph 1. Further, Executive's office shall be located in Dover, Delaware, and Executive shall not be required, without his written consent, to change his office location or to be absent therefrom on business for more than sixty (60) working days in any year. View More

Offices. Rodino may conduct the business of the Company at the Company's Florida based headquarters in Ocala, Florida, and Rodino's home office/local Fort Myers offices. The Company shall supply that equipment necessary for full telephone, telefax and internet access at all these locations and supply a portable computer capable of remote access while employee travels domestically and internationally on Company business as a condition of employment.

Offices. The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a member of the Board of Directors of the Company, or any subsidiary; provided, however, that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided in the Company's bylaws, or otherwise.