Grouped Into 22 Collections of Similar Clauses From Business Contracts
This page contains Other Provisions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Other Provisions. 7.1 Notices. 7.2 Entire Agreement. 7.3 Representations and Warranties by the Employee. 7.4 Waiver and Amendments. 7.5 Governing Law, Dispute Resolution and Venue. 7.6 Benefit of Agreement; Delegation of Duties Prohibited. 7.7 Counterparts. 7.8 Headings; Construction. 7.9 Severability. 7.10 Judicial Modification. 7.12 Tax Withholding. 7.13 Notice of New Employment or Engagement. 7.14 Indemnification. 7.15 Survival. 7.16 Recoupment.
Other Provisions. (a) This Agreement shall be interpreted and enforced in accordance with the laws of Minnesota. (b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement. (c) This Agreement shall not be deemed an employment... contract between the Company and Indemnitee, and the Company shall not be obligated to continue Indemnitee in Indemnitee's Official Capacity by reason of this Agreement. (d) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee must execute all documents and instruments required and must take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights. (e) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. (f) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (g) Indemnitee's rights under this Agreement shall extend to Indemnitee's spouse, members of Indemnitee's immediate family, and Indemnitee's representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as "Related Parties"), as the case may be, to the extent a Related Party or a Related Party's property is subject to a Proceeding by reason of Indemnitee's Official Capacity.View More
Other Provisions. (a) This Agreement shall be interpreted and enforced in accordance with the laws of Minnesota. Delaware. (b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed Signatures delivered by the party against whom enforceability is sought needs to facsimile or other electronic means shall be produced deemed as evidence of the e...xistence of this Agreement. an original. (c) This Agreement shall is not be deemed an employment contract agreement between the Company and Indemnitee, and nothing in this Agreement obligates the Company shall not be obligated to continue Indemnitee in Indemnitee's Official Capacity by reason of this Agreement. Capacity. (d) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee must shall execute all documents and instruments required and must shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights. (e) No supplement, modification modification, or amendment of this Agreement shall will be binding unless executed in writing signed by both parties hereto. No waiver of any of the provisions provision of this Agreement shall be deemed or shall constitute a waiver of any other provisions provision hereof (whether or not similar) nor shall such similar). A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a continuing waiver. waiver on any future occasion or instance. (f) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (g) Indemnitee's rights under this Agreement shall extend to Indemnitee's spouse, members of Indemnitee's immediate family, and Indemnitee's representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as "Related Parties"), as the case may be, to the extent a Related Party or a Related Party's property is subject to a Proceeding by reason of Indemnitee's Official Capacity. 9 (h) To the extent that Indemnitee (i) pays Expenses that the Company is obligated to but does not advance, or (ii) incurs expense, liability, or loss for which the Company is obligated to indemnify Indemnitee, Indemnitee will be subrogated to the Company's rights of recovery against any insurance carrier or other source to the same extent as if the Company had paid such Expense, liability, or loss or advanced such expense under this Agreement. View More
Other Provisions. This CDCs Fourth Amendment is a revision to the CDCs License Agreement only, it is not a novation thereof. Except as otherwise provided herein, the terms and conditions of the CDCs License Agreement shall remain in full force and effect.
Other Provisions. This CDCs Fourth Third Amendment is a revision to the CDCs CDC License Agreement only, it is not a novation thereof. Except as otherwise provided herein, the terms and conditions of the CDCs License Agreement shall remain in full force and effect.
Other Provisions. (a) This Award of Restricted Stock Units does not give the Recipient any right to continue to be employed by the Company or any of its Affiliates, or limit, in any way, the right of the Company or its Affiliates to terminate the Recipient's employment, at any time, for any reason not specifically prohibited by law. (b) The Company is not liable for the non-issuance or non-transfer, nor for any delay in the issuance or transfer of any shares of Stock due to the Recipient upon the Vesting Date (or..., if vesting of the Restricted Stock Units is accelerated pursuant to Section 4 or 5, such earlier date) with respect to vested Restricted Stock Units which results from the inability of the Company to obtain, from each regulatory body having jurisdiction, all requisite authority to issue or transfer shares of common stock of the Company if counsel for the Company deems such authority necessary for the lawful issuance or transfer of any such shares. Acceptance of this Award constitutes the Recipient's agreement that the shares of Stock subsequently acquired hereunder, if any, will not be sold or otherwise disposed of by the Recipient in violation of any applicable securities laws or regulations. (c) The Award, the Restricted Stock Units and entitlement to the Stock are subject to this Agreement and Recipient's acceptance hereof shall constitute the Recipient's agreement to any administrative regulations of the Committee of the Board. In the event of any inconsistency between this Agreement and the provisions of the Plan, the provisions of the Plan shall prevail. (d) All decisions of the Committee upon any questions arising under the Plan or under these terms and conditions shall be conclusive and binding, including, without limitation, those decisions and determinations to adjust the Restricted Stock Units made by the Committee pursuant to the authority granted under Section 8.4(d) of the Plan. (e) Except as provided in Section 6.4 of the Plan, no right hereunder related to the Award or these Restricted Stock Units and no rights hereunder to the underlying Stock shall be transferable (except by will or the laws of descent and distribution) until such time, if ever, that the Stock is earned and delivered.View More
Other Provisions. (a) This Award of Performance Restricted Stock Units does not give the Recipient any right to continue to be employed by the Company or any of its Affiliates, or limit, in any way, the right of the Company or its Affiliates to terminate the Recipient's employment, at any time, for any reason not specifically prohibited by law. (b) The Company is not liable for the non-issuance or non-transfer, nor for any delay in the issuance or transfer of any shares of Stock due to the Recipient upon the Vest...ing Date (or, if vesting of the Performance Restricted Stock Units is accelerated pursuant to Section 4 or 5, such earlier date) with respect to vested Performance Restricted Stock Units which results from the inability of the Company to obtain, from each regulatory body having jurisdiction, all requisite authority to issue or transfer shares of common stock of the Company if counsel for the Company deems such authority necessary for the lawful issuance or transfer of any such shares. Acceptance of this Award constitutes the Recipient's agreement that the shares of Stock subsequently acquired hereunder, if any, will not be sold or otherwise disposed of by the Recipient in violation of any applicable securities laws or regulations. (c) The Award, the Performance Restricted Stock Units and entitlement to the Stock are subject to this Agreement and Recipient's acceptance hereof shall constitute the Recipient's agreement to any administrative regulations of the Committee of the Board. In the event of any inconsistency between this Agreement and the provisions of the Plan, the provisions of the Plan shall prevail. (d) All decisions of the Committee upon any questions arising under the Plan or under these terms and conditions shall be conclusive and binding, including, without limitation, those decisions and determinations to adjust the Performance Restricted Stock Units made by the Committee pursuant to the authority granted under Section 8.4(d) of the Plan. (e) Except as provided in Section 6.4 of the Plan, no right hereunder related to the Award or these Performance Restricted Stock Units and no rights hereunder to the underlying Stock shall be transferable (except by will or the laws of descent and distribution) until such time, if ever, that the Stock is earned and delivered. 5 7. Incorporation of Plan Terms. This Award is granted subject to all of the applicable terms and provisions of the Plan, including but not limited to Section 8 of the Plan, "Adjustment Provisions", and the limitations on the Company's obligation to deliver Stock upon vesting set forth in Section 10 of the Plan, "Settlement of Awards". Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Plan shall control. View More
Other Provisions. Awards under the Plan may also be subject to such other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines appropriate, including without limitation, provisions to assist the Participant in financing the acquisition of Common Stock, provisions for the acceleration of exercisability or vesting and/or early termination of Awards in the event of a Change of Control of the Company, provisions for the payment of the value of Awards to Part...icipants in the event of a Change of Control of the Company, provisions relating to treatment of Awards upon an offering of Company equity on a national securities exchange, provisions for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired under any form of Award, 10 provisions to comply with Federal and State securities laws, or understandings or conditions as to the Participant's employment in addition to those specifically provided for under the Plan.View More
Other Provisions. Awards under the Plan may also be subject to such other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines appropriate, including without limitation, provisions to assist the Participant in financing the acquisition of Common Stock, provisions for the acceleration of exercisability or vesting and/or early termination of Awards in the event of a Change of Control of the Company, provisions for the payment of the value of Awards to Part...icipants in the event of a Change of Control of the Company, provisions relating to treatment of Awards upon an offering of Company equity on a national securities exchange, provisions for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired under any form of Award, 10 provisions to comply with Federal and State securities laws, or understandings or conditions as to the Participant's employment in addition to those specifically provided for under the Plan. -10- 17. Time of Granting of Awards; Fair Market Value. The date of grant ("Date of Grant") of an Award shall be the date specified by the Committee on which an Award under this Plan will become effective (which date shall in no event be earlier than the date on which the Committee takes action with respect thereto), provided that in the case of an Incentive Stock Option, the Date of Grant shall be the later of the date on which the Committee makes the determination granting such Incentive Stock Option or the date of commencement of the Participant's employment relationship with the Company or one of its Affiliates. Except as otherwise expressly provided in a written Award, for purposes of this Plan and any Awards hereunder, "Fair Market Value" shall mean the amount determined in good faith by the Committee as the fair market value of shares of the Company on such basis as it deems appropriate taking into account, if applicable, the requirements of Section 409A of the Code. View More
Other Provisions. The Stock Option Agreements, Award Notices and notices relating to Performance-Based Restricted Stock Awards authorized under this Plan may contain such other provisions, including, without limitation, restrictions upon the exercise of an Option or vesting of a Restricted Stock Award, as the Board of Directors or the Committee shall deem advisable; provided such provisions may not be inconsistent with the terms hereof. Any Stock Option Agreement with respect to an Incentive Stock Option shall co...ntain such limitations and restrictions upon the exercise of the Incentive Stock Option as shall be necessary in order to cause such Option to constitute an "incentive stock option" as defined in Section 422 of the Code.View More
Other Provisions. The Stock Option Agreements, Award Notices and notices relating to Performance-Based Restricted Stock Awards stock option agreement authorized under this the Plan may shall contain such other provisions, including, without limitation, restrictions upon the exercise of an Option or vesting of a Restricted Stock Award, the Option, as the Board of Directors or the Committee shall deem advisable; provided advisable. Any such provisions may not be inconsistent with the terms hereof. Any Stock Option ...Agreement with respect to an Incentive Stock Option stock option agreement shall contain such limitations and restrictions upon the exercise of the Incentive Stock Option as shall be necessary in order to cause that such option will be an Incentive Stock Option to constitute an "incentive stock option" as defined in Section 422 of the Code. Code if an Incentive Stock Option is intended to be granted. View More
Other Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 24, this Section 24 shall prevail. The Bank's Board of Directors may terminate Executive's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause a...s defined in Section 10(d) of this Agreement. 11 b. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.View More
Other Provisions. In the event any of the foregoing provisions of this Agreement Section 15 are in conflict with the terms of this Section 24, Agreement, this Section 24 15 shall prevail. a. The Bank's Board of Directors may terminate Executive's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any p...eriod after termination for Cause as defined in Section 10(d) of this Agreement. 11 Cause. b. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) §1828(k) and FDIC Regulation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. View More
Other Provisions. Each Stock Award under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion. Notwithstanding the foregoing, each Incentive Stock Option granted under the Plan shall include those terms and conditions which are necessary to qualify the Incentive Stock Option as an "incentive stock option" within the meaning of Section 422 of the Code and the regulations thereunder and shall not include any terms and condi...tions which are inconsistent therewith.View More
Other Provisions. Each Option granted, and each Restricted Stock Award grant, under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board or the Committee, in its sole discretion. Notwithstanding the foregoing, each Incentive Stock Option granted under the Plan shall include those terms and conditions which are necessary to qualify the Incentive Stock Option as an "incentive stock option" within the meaning of Section 422 of the Code and the regulati...ons thereunder and shall not include any terms and conditions which are inconsistent therewith. 25 29. Definitions. For purposes of the Plan, the terms "parent corporation" and "subsidiary corporation" shall have the meanings set forth in Sections 424(e) and 424(f) of the Code, respectively, and the masculine shall include the feminine and the neuter as the context requires. View More
Other Provisions. These amended and restated Terms and Conditions shall become effective on January 1, 2020, and effective on that date shall supersede and replace the amended and restated Terms and Conditions Regarding the Grant of Awards to Non‐Employee Directors under the 2011 Equity Incentive Plan in effect immediately prior thereto.
Other Provisions. These a.These amended and restated Terms and Conditions shall become effective on January 1, 2020, 2016, and effective on that date shall supersede and replace the amended and restated Terms and Conditions Regarding the Grant of Awards to Non‐Employee Directors under the 2011 Equity Incentive Plan in effect immediately prior thereto.
Other Provisions. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.
Other Provisions. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements. 47.1-8,... which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.]35[U.S. 47.5 or 12 C.F.R. View More
