Grouped Into 7 Collections of Similar Clauses From Business Contracts
This page contains Scope of Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Scope of Agreement. Employee agrees that no promise, inducement or other agreement not expressly contained or referred to in this Agreement has been made conferring any benefit upon Employee. Employee also agrees that this Agreement contains the entire agreement between Employer and Employee regarding Employee's employment and termination from employment and supersedes and renders null and void any and all prior or contemporaneous oral or written understandings, statements, representations, promises, or written agr...eements.View More
Scope of Agreement. Employee agrees The parties agree that no promise, inducement or other agreement not expressly contained or referred to in this Agreement has been made conferring any benefit upon Employee. Employee The Parties also agrees agree that this Agreement contains the entire agreement between Employer and Employee regarding the terms of Employee's employment and termination from employment thereof with Employer and/or Employer's parent company Financial Institutions, Inc., and supersedes and renders nu...ll and void any and all prior or contemporaneous oral or written understandings, statements, representations, representations or promises, or written agreements. except those exceptions identified in this Agreement. View More
Scope of Agreement. The parties acknowledge that the time, scope, geographic area and other provisions of Section 7 have been specifically negotiated by sophisticated parties and agree that all such provisions are reasonable under the circumstances of the transactions contemplated hereby and are given as an integral and essential part of the Employment contemplated hereby. Employee has independently consulted with counsel and has been advised in all respects concerning the reasonableness and propriety of the covena...nts contained herein, with specific regard to the business to be conducted by the Company Group, and represents that the Agreement is intended to be, and shall be, fully enforceable and effective in accordance with its terms.View More
Scope of Agreement. The parties acknowledge that the time, scope, geographic area and other provisions of Section 7 6 have been specifically negotiated by sophisticated parties and agree that all such provisions are reasonable under the circumstances of the transactions Executive's contemplated hereby employment, and are given as an integral and essential part of the Employment employment contemplated hereby. Employee has independently consulted with counsel and Executive has been advised in all respects to indepen...dently consult with counsel concerning the reasonableness and propriety of the covenants contained herein, with specific regard to the business to be conducted by the Company Group, and its subsidiaries and affiliates, and represents that the Agreement is intended to be, and shall be, fully enforceable and effective in accordance with its terms. View More
Scope of Agreement. This Agreement applies with respect to any termination of employment of the Executive that occurs during the Contract Period. It does not apply to any termination of the Executive's employment that occurs other than during the Contract Period. In addition, during the Contract Period, the Company will maintain the equivalent total value of compensation paid to the Executive prior to the Effective Date to include (i) payment to the Executive of a monthly base salary at least equal to the then appl...icable Minimum Base Salary; (ii) payment to the Executive, within seventy-five (75) days following the end of a fiscal year, of compensation with respect to each such fiscal year ending after the Effective Date in an amount at least equal to the Executive's target annual incentive compensation; (iii) a minimum of two (2) annual grants of equity awards of Company common stock or other form of ownership interest with an equivalent market value to the grants made to the Executive during the twelve (12) months immediately preceding the Effective Date; and (iv) no act or omission by the Company, in its capacity as a plan administrator or otherwise, that adversely affects the Executive's participation in any Fringe Benefit Program in effect on the Effective Date, or materially reduces the value of his or her benefits under any such program, including benefits under any Company car allowance and vacation policy. 3.Termination During Contract Period. 3.1General. During the Contract Period and subject to any employment agreement between the Company and the Executive, the Company will have the right to terminate the Executive's employment with the Company for any reason or for no reason, and the Executive may terminate his or her employment with the Company for any reason or for no reason. In the event of any such termination of employment, the Executive will be entitled to such compensation, if any, as provided for in this Agreement. 3.2Without Cause or For Good Reason. In the event the Executive's employment with the Company is terminated during the Contract Period by the Company without Cause, or by the Executive for Good Reason, then the Executive will be entitled to the compensation and benefits provided in Section 4. 3.3Other Than For Good Reason. In the event the Executive terminates his or her employment with the Company during the Contract Period for any reason other than for Good Reason, the Executive will not be entitled to any compensation under this Agreement, other than the Executive's accrued but unpaid salary and accrued but unused vacation through his or her Termination Date. 3.4For Cause, Disability, or Death. In the event the Executive's employment with the Company is terminated by the Company during the Contract Period for Cause or for Disability, or if the Executive's employment with the Company is terminated as the result of the Executive's death, neither the Executive nor his or her beneficiary, as the case may be, will be entitled to receive any compensation or benefits under this Agreement other than the Executive's accrued but unpaid salary and accrued but unused vacation through his or her Termination Date.View More
Scope of Agreement. This Agreement applies with respect to any termination of employment of the Executive that occurs during the Contract Period. It does not apply to any termination of the Executive's employment that occurs other than during the Contract Period. In addition, during the Contract Period, the Company will maintain the equivalent total value of compensation paid to the Executive prior to the Effective Date to include (i) payment to the Executive of a monthly base salary at least equal to the then appl...icable Minimum Base Salary; (ii) payment to the Executive, within seventy-five (75) days following the end of a fiscal year, of compensation with respect to each such fiscal year ending after the Effective Date in an amount at least equal to the Executive's target annual incentive compensation; (iii) a minimum of two (2) annual grants of equity awards of Company common stock or other form of ownership interest with an equivalent market value to the grants made to the Executive during the twelve (12) months immediately preceding the Effective Date; and (iv) no act or omission by the Company, in its capacity as a plan administrator or otherwise, that adversely affects the Executive's participation in any Fringe Benefit Program in effect on the Effective Date, or materially reduces the value of his or her benefits under any such program, including benefits under any Company car allowance and vacation policy. 3.Termination During Contract Period. 3.1General. During the Contract Period and subject to any employment agreement between the Company and the Executive, the Company will have the right to terminate the Executive's employment with the Company for any reason or for no reason, and the Executive may terminate his or her employment with the Company for any reason or for no reason. In the event of any such termination of employment, the Executive will be entitled to such compensation, if any, as provided for in this Agreement. 3.2Without Cause or For Good Reason. In the event the Executive's employment with the Company is terminated during the Contract Period by the Company without Cause, or by the Executive for Good Reason, then the Executive will be entitled to the compensation and benefits provided in Section 4. 3.3Other Than For Good Reason. In the event the Executive terminates his or her employment with the Company during the Contract Period for any reason other than for Good Reason, the Executive will not be entitled to any compensation under this Agreement, other than the Executive's accrued but unpaid salary and accrued but unused vacation through his or her Termination Date. 3.4For Cause, Disability, or Death. In the event the Executive's employment with the Company is terminated by the Company during the Contract Period for Cause or for Disability, or if the Executive's employment with the Company is terminated as the result of the Executive's death, neither the Executive nor his or her beneficiary, as the case may be, will be entitled to receive any compensation or benefits under this Agreement other than the Executive's accrued but unpaid salary and accrued but unused vacation through his or her Termination Date.View More
Scope of Agreement. During the term of the Option, this Agreement shall extend to and include the unpatented mining claims described in this Agreement (and any amendments or relocations of the unpatented mining claims), including any unpatented mining claims amended or located by the parties to fill any fractions or gaps among the unpatented mining claims which constitute the Property or among the unpatented mining claims and any fee lands adjacent to or near the unpatented mining claims which constitute the Proper...ty. NCG's obligations under this Section shall not apply to any unpatented mining claims acquired by NCG from an unaffiliated third party in an arm's length transaction. NCG agrees and covenants that this Section shall be binding on NCG and NCG's affiliates and any assignee of this Agreement and the affiliates of any such assignee.View More
Scope of Agreement. During the term of the Option, this This Agreement shall extend to and include the unpatented mining claims described in Exhibit A of this Agreement (and any amendments or relocations of the unpatented mining claims), claims) and the portions of any unpatented mining claims located by the parties which are within the Area of Interest, including any unpatented mining claims amended or located by the parties to fill any fractions or gaps among the unpatented mining claims which constitute the Prop...erty or among the unpatented mining claims and any fee lands adjacent to or near the unpatented mining claims which constitute the Property. NCG's obligations under this Section shall not apply to any unpatented mining claims acquired by NCG from an unaffiliated third party in an arm's length transaction. NCG agrees and covenants that this Section shall be binding on NCG and NCG's affiliates and any assignee of this Agreement and the affiliates of any such assignee. If NCG locates any unpatented mining claims in the Area of Interest which become part of the Property, NCG shall locate such unpatented mining claims in Owner's name, and the parties shall execute and record an amendment of this Agreement which includes the unpatented mining claims in this Agreement. View More
Scope of Agreement. Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Company or its subsidiaries or any of their respective Affiliates. Any amount paid pursuant to Section 7 shall be paid in lieu of any other amount of severance relating to salary, incentive compensation or other bonus continuation to be received by the Executive from the Company or its Affiliates upon termination of employment of the Executive under any employment, employee benefit or severance pl...an or agreement, policy or similar arrangement of the Company or its Affiliates in effect as of the date hereof; provided, however, that nothing in this Section 12 shall affect the Executive's rights with respect to any equity ownership interest in the Company. If the Company or any of its Affiliates are obligated by law to pay severance pay, notice pay or other similar benefits, or if the Company or any of its Affiliates are obligated by law to provide advance notice of separation ("Notice Period"), then the payments made pursuant to Section 7 shall be reduced by the amount of any such severance, notice pay or other similar benefits, as applicable, and by the amount of any severance pay, notice pay or other similar benefits received during any Notice Period.View More
Scope of Agreement. Nothing in this Agreement shall be deemed to entitle entitles the Executive to continued employment with the Company or its subsidiaries or any of their respective Affiliates. Any amount amounts paid pursuant to Section 7 shall be paid this Agreement are in lieu of any other amount amounts of severance relating to salary, incentive compensation or other bonus continuation compensation, or equity compensation to be received by the Executive from the Company or its Affiliates upon termination of e...mployment of the Executive under any employment, employee benefit benefit, equity compensation, or severance plan or agreement, policy policy, or similar arrangement of the Company or its Affiliates in effect as of the date hereof; provided, however, provided that nothing in this Section 12 shall affect 9 affects the Executive's rights with respect to any equity ownership interest in the Company. If the Company or any of its Affiliates are obligated by law to pay severance pay, notice pay pay, or other similar benefits, or if the Company or any of its Affiliates are obligated by law to provide advance notice of separation ("Notice Period"), then the payments made pursuant to Section 7 shall under this Agreement will be reduced by the amount of any such severance, notice pay pay, or other similar benefits, as applicable, and by the amount of any severance pay, notice pay pay, or other similar benefits received during any Notice Period. View More
Scope of Agreement. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under any provision of the Corporation's Articles of Incorporation, Bylaws or laws of the State of Michigan.
Scope of Agreement. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under any provision of the Corporation's Articles of Incorporation, Bylaws or laws of the State of Michigan. This Agreement represents the complete and final agreement between the parties with respect to the subject matter contained herein and supersedes completely any prior agreement between them.
Scope of Agreement. Subject to the provisions of this Section 1.1 below, this Agreement shall apply to all purchases of Naltrexone Hydrochloride by OREXIGEN and its Affiliates (as defined below in this Section 1.1) under this Agreement from MALLINCKRODT during the Term (as defined below in Section 11.1). OREXIGEN (on behalf of itself and its Affiliates) agrees to purchase from MALLINCKRODT and MALLINCKRODT agrees to supply to OREXIGEN such amounts of Naltrexone Hydrochloride as OREXIGEN shall order in accordance wi...th the requirements hereof; provided that, MALLINCRKODT shall not be required to sell to OREXIGEN for delivery during [***] more than [***] of Naltrexone Hydrochloride. During the term of this Agreement, OREXIGEN agrees to purchase from Mallinckrodt [***] of its requirements for Naltrexone Hydrochloride for use in Finished Products intended for commercial sale in those jurisdictions set forth on Schedule B attached hereto, provided that the immediately foregoing obligation shall not be binding on OREXIGEN (a) in the event of breach by MALLINCRKODT of any of the material terms set forth herein which breach is not cured within the period set forth in Section 11.2 or (b) if MALLINCRKODT fails to timely meet its continuing manufacturing and supply obligations to OREXIGEN (consistent with all representations, warranties and covenants herein) on more than [***] during [***]. Should OREXIGEN wish to be supplied with amounts of Naltrexone Hydrochloride additional to the maximum amounts set forth in the immediately preceding sentence, MALLINCKRODT will [***] supply any additional volumes [***]. For purposes of this Agreement, an "Affiliate" of a Party shall mean and refer to any firm, person or entity that controls, is controlled by or is under common control with such Party, where "control" means the power, by means of voting power, proxy or power in fact (by whatever means) to direct the business and operations of any firm, person or entity. Confidential *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1 1.2. This Agreement does not constitute a purchase order. Purchases under this Agreement shall be made only with written purchase orders issued by OREXIGEN to MALLINCKRODT (each, a "Purchase Order"). No Purchase Order shall specify a delivery date that is sooner than [***] days after the date of such Purchase Order. Each Purchase Order shall set forth the information required by and meet the requirements of Section 3.3. In the event of a conflict or inconsistency between the terms of any Purchase Order, order acknowledgement, invoice, shipping terms, packaging slip or other documentation issued by either Party and the terms of this Agreement, the terms of this Agreement shall control and prevail in every case and any additional (except for purchased quantities, shipping and delivery dates) and/or inconsistent terms set forth in any other document issued by either Party are hereby expressly rejected, unless such documentation specifically states that it overrides conflicting terms of and/or supplements the terms of this Agreement (as appropriate) and is signed by authorized representatives of each of the Parties. 1.3. All Naltrexone Hydrochloride sold by MALLINCKRODT to OREXIGEN will be manufactured by MALLINCKRODT in accordance with the terms of this Agreement.View More
Scope of Agreement. Subject to the provisions of this Section 1.1 below, this Agreement shall apply to all purchases of Naltrexone Hydrochloride by OREXIGEN and its Affiliates (as defined below in this Section 1.1) under this Agreement from MALLINCKRODT during the Term (as defined below in Section 11.1). OREXIGEN (on behalf of itself and its Affiliates) agrees to purchase from MALLINCKRODT and MALLINCKRODT agrees to supply to OREXIGEN such amounts of Naltrexone Hydrochloride as OREXIGEN shall order in accordance wi...th the requirements hereof; provided that, MALLINCRKODT shall not be required to sell to OREXIGEN for delivery hereof. During any applicable calendar year during [***] more than [***] of Naltrexone Hydrochloride. During the term of this Agreement, OREXIGEN agrees to purchase from Mallinckrodt [***] MALLINCKRODT at least [*...***...] ([...***...]) of its OREXIGEN'S commercial requirements for Naltrexone Hydrochloride for use in Finished Products intended for commercial sale in those jurisdictions set forth on Schedule B attached hereto, provided that the immediately foregoing obligation shall not be binding on OREXIGEN (a) in the event of breach by MALLINCRKODT of any of the material terms set forth herein which breach is not cured within the period set forth in Section 11.2 or (b) if MALLINCRKODT fails to timely meet its continuing manufacturing and supply obligations to OREXIGEN (consistent with all representations, warranties and covenants herein) on more than [***] during [***]. Should OREXIGEN wish to be supplied with amounts of Naltrexone Hydrochloride additional to the maximum amounts set forth in the immediately preceding sentence, MALLINCKRODT will [***] supply any additional volumes [***]. [...***...]. For purposes of this Agreement, an "Affiliate" of a Party shall mean and refer to any firm, person or entity that controls, is controlled by or is under common control with such Party, where "control" means the power, by means of voting power, proxy or power in fact (by whatever means) to direct the business and operations of any firm, person or entity. Confidential *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1 1.2. This Agreement does not constitute a purchase order. Purchases under this Agreement shall be made only with written purchase orders issued by OREXIGEN to * ***Confidential Treatment Requested MALLINCKRODT (each, a "Purchase Order"). No Purchase Order shall specify a delivery date that is sooner than [***] days after the date of such Purchase Order. [*...***...]. Each Purchase Order shall set forth the information required by and meet the requirements of Section 3.3. In the event of a conflict or inconsistency between the terms of any Purchase Order, order acknowledgement, invoice, shipping terms, packaging slip or other documentation issued by either Party and the terms of this Agreement, the terms of this Agreement shall control and prevail in every case and any additional (except for purchased quantities, shipping and delivery dates) and/or inconsistent terms set forth in any other document issued by either Party are hereby expressly rejected, unless such documentation specifically states that it overrides conflicting terms of and/or supplements the terms of this Agreement (as appropriate) and is signed by authorized representatives of each of the Parties. 1.3. All Naltrexone Hydrochloride sold by MALLINCKRODT to OREXIGEN will be manufactured by MALLINCKRODT in accordance with the terms of this Agreement. View More
