Common use of Final Provisions Clause in Contracts

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 12 contracts

Sources: Agreement on the Performance of the Office of Member of the Board of Directors, Agreement on the Performance of the Office of Member of the Board of Directors, Agreement on the Performance of the Office of Member of the Board of Directors

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil CodeCC. 13.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCCCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCCCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- non-contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. The approved Agreement is then in force as of the day on which the Agreement was entered into or as of the day on which the Member was appointed to the office (in Czech: ode dne vzniku funkce), whichever occurred later. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 6 contracts

Sources: Agreement on the Performance of the Office of Member of the Board of Directors, Agreement on the Performance of the Office of Member of the Board of Directors, Agreement on the Performance of the Office of Member of the Board of Directors

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Supervisory Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Supervisory Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Supervisory Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Supervisory Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 6 contracts

Sources: Agreement on the Performance of the Office of Member of the Supervisory Board, Agreement on the Performance of the Office of Member of the Supervisory Board, Agreement on the Performance of the Office of Member of the Supervisory Board

Final Provisions. 13.1 Any obligation set out in ‌ a) All rights and obligations of the Parties arising from this Agreement that is not fully performed upon cease to apply as of the date of expiry of the Agreement, with the exception of the rights and obligations, which according to their type continue to persist the Agreement. b) The provisions pertaining to information protection, deposit, financial security, damage settlement, contractual penalties and dispute resolution remain in effect after the termination of this Agreement shall remain bindingpursuant to the provisions of Article 7 of this Agreement. 13.2 If c) The Parties hereby acknowledge that should any provision of this Agreement or its Appendices be deemed invalid in the future, then such provision shall not invalidate the other provisions of this Agreement. In such event the invalid provision of the Agreement shall be substituted with an enforceable provision, which will most closely correspond to the contents of the invalid provision. d) This Agreement can be modified and supplemented solely by attaching written Appendices numbered in a rising order and signed by authorized representatives of the Parties hereof in the same document. The other Party is obligated to provide an opinion on a draft Appendix within 20 days following its receipt. The Party which has sent the draft Appendix is bound by it for the same period. e) Legal relations between the Parties are governed by Czech law. The governing language of the Agreement is Czech. f) Legal relations between the Parties hereto are governed, aside from the provisions contained in the text of this Agreement, by the Business Terms. The Balance Responsible Party hereby acknowledges that the contents of the Business Terms are known to it. In the event any provision of this Agreement diverges from or contradicts the wording of the Business Terms, then the wording of the Agreement supersedes the wording of the Business Terms. g) Both Parties fully accept the integral parts of this Agreement, attached as the following Appendices: i. Appendix 1 – Business Terms in the electronic form (▇▇▇.▇▇▇-▇▇.▇▇) ii. Appendix 2 – Form for Financial Security Determination iii. Appendix 3 – Persons authorized for communication in contractual and operations matters h) In the event any provision of this Agreement is or becomes invalid or unenforceablesuperseded by new legislation, that shall not affect both Parties hereby undertake to substitute the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any affected provision of this Agreement is found putative (null) within with a new provision ensuing from the meaning of Section 553 (1) of new legislation, or they shall agree upon a provision which will as closely as possible achieve the New Civil Code. 13.3 This Agreement is governed purpose intended by Czech law, in particular by the both Parties when drafting this Agreement. All other provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain unaffected. i) This Agreement has been executed in force 2 counterparts of which each Party receives one original copy. The Business Terms are valid and effective also binding for the duration both Parties as of the Member's term day of office as a member of approval by the Company's Board of Directors in this consecutive term of officeEnergy Regulatory Office and posting on the Web site ▇▇▇. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement▇▇▇-▇▇. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office▇▇. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and They are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy an integral part of this Agreement in each language versionthe electronic form. j) The Parties hereby acknowledge they have read this Agreement in detail, agree with its contents and are not aware of any obstacles, third party claims or other legal defects that would prevent entering into this Agreement or render it invalid. If there is a conflict or inconsistency between the English language text and the Czech language textIn witness whereof, the Czech prevailsauthorized representatives of the Parties attach their signatures below.

Appears in 4 contracts

Sources: Settlement Agreement, Settlement Agreement, Settlement Agreement

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCCCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCCapplicable internal regulations of the Company, the CC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- non-contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. The approved Agreement is then in force as of the day on which the Agreement was entered into or as of the day on which the Member was appointed to the office (in Czech: ode dne vzniku funkce), whichever occurred later. 13.6 12.6 If the General Meeting elects appoints the Member to the office of a member of the Board of Directors Audit Committee for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors Audit Committee in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 1211, this Agreement shall also expire if the General Meeting does not elect appoint the Member to the office of member of the Board of Directors Audit Committee of the Company or does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 3 contracts

Sources: Agreement on the Performance of the Office of Member of the Audit Committee, Agreement on the Performance of the Office of Member of the Audit Committee, Agreement on the Performance of the Office of Member of the Audit Committee

Final Provisions. 13.1 Any obligation set out in a) All rights and obligations of the Parties arising from this Agreement that is not fully performed upon cease to apply as of the date of expiry of the Agreement, with the exception of the rights and obligations, which according to their type continue to persist the Agreement. b) The provisions pertaining to information protection, financial security, damage settlement, contractual penalties and dispute resolution remain in effect after the termination of this Agreement. c) The Parties hereby acknowledge that should any provision of this Agreement or its Appendices be deemed invalid in the future, then such provision shall not invalidate the other provisions of this Agreement. In such event the invalid provision of the Agreement shall remain bindingbe substituted with an enforceable provision, which will most closely correspond to the contents of the invalid provision. 13.2 If d) This Agreement can be modified and supplemented solely by attaching written Appendices numbered in a rising order and signed by authorized representatives of the Parties hereof in the same document. The other Party is obligated to provide an opinion on a draft Appendix within 20 days following its receipt. The Party which has sent the draft Appendix is bound by it for the same period. e) Legal relations between the Parties are governed by Czech law. The governing language of the Agreement is Czech. f) Legal relations between the Parties hereto are governed, aside from the provisions contained in the text of this Agreement, by the Business Terms. The Trader hereby acknowledges that the contents of the Business Terms are known to it. In the event any provision of this Agreement diverges from or contradicts the wording of the Business Terms, then the wording of the Agreement supersedes the wording of the Business Terms. g) Both Parties fully accept the integral parts of this Agreement, attached as the following Appendices: i. Appendix 1 – Business Terms in the electronic form (▇▇▇.▇▇▇-▇▇.▇▇) ii. Appendix 2 – Persons authorized for communication in contractual and operations matters iii. Appendix 3 – Exhibits of calculation formulas for data included in tax documents h) In the event any provision of this Agreement is or becomes invalid or unenforceablesuperseded by new legislation, that shall not affect both Parties hereby undertake to substitute the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any affected provision of this Agreement is found putative (null) within with a new provision ensuing from the meaning of Section 553 (1) of new legislation, or they shall agree upon a provision which will as closely as possible achieve the New Civil Code. 13.3 This Agreement is governed purpose intended by Czech law, in particular by the both Parties when drafting this Agreement. All other provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain unaffected. i) This Agreement has been executed in force 2 counterparts of which each Party receives one original copy. The Business Terms are valid and effective also binding for the duration both Parties as of the Member's term day of office as a member of approval by the Company's Board of Directors in this consecutive term of officeEnergy Regulatory Office and posting on the Web site ▇▇▇. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement▇▇▇-▇▇. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office▇▇. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and They are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy an integral part of this Agreement in each language versionthe electronic form. j) The Parties hereby acknowledge they have read this Agreement in detail, agree with its contents and are not aware of any obstacles, third party claims or other legal defects that would prevent entering into this Agreement or render it invalid. If there is a conflict or inconsistency between the English language text and the Czech language textIn witness whereof, the Czech prevailsauthorized representatives of the Parties attach their signatures below.

Appears in 3 contracts

Sources: Agreement on Access to the Organized Short Term Electricity Market, Access Agreement, Agreement on Access to the Organized Short Term Electricity Market

Final Provisions. 13.1 Any obligation set out in this 11.1 This Agreement becomes valid on the date of its signature by both Contractual Parties and effective as of the signature date of the Agreement on granting of Subsidy. The Agreement is concluded for the duration of the Project and for three years after the completion of the Project. The Contractual Parties have agreed that is not fully performed upon those provisions of the Agreement which were apparently intended by the Contractual Parties to survive after the termination or expiry of this the Agreement shall remain bindingvalid and effective (in particular Articles 8.1 - 8.12 and Articles 9.1 - 9.3). 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. 11.2 The relationships between the Contractual Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction agreed to settle any dispute disputes arising from out of the implementation of the Agreement by mutual agreement. Should such amicable settlement prove to be impossible within a reasonable amount of time, all disputes or claims arising out of or in connection with this Agreement, including disputes relating to its validity, breach, termination or nullity, shall be finally settled under the Rules of Arbitration (Vienna Rules) of the Vienna International Arbitral Centre (VIAC) of the Austrian Federal Economic Chamber by three arbitrators appointed in accordance with the said Rules. The language to be used in the proceedings shall be in English. 11.3 The Agreement may cease to exist upon full discharge of all obligations by both Contractual Parties arising hereunder, and/or by a dispute regarding written agreement of the existence, validity or Contractual Parties in which the Receiver and the Partner agree upon the terms and conditions of the termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to 11.4 Any relationships not provided for by this Agreement shall be agreed between governed by valid laws and regulations of the Member Czech Republic. The terms and the Company in writing and are subject conditions of subsidy granted to the prior approval Partner by its country of origin shall be governed by valid laws and regulations of the General Meetingcountry granting such subsidy. 11.5 Changes and amendments to the Agreement may be made solely by agreement of the Contractual Parties in the form of written numbered amendments to the Agreement. The Member recognizes that he has no claims against Partner is not entitled to transfer rights and duties hereunder to a third party without the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance prior written agreement of the Member's officeReceiver. 13.9 11.6 The Czech Agreement is made in four copies with the validity of the original, with each Contractual Party receiving two copies. 11.7 The Contractual Parties hereby declare that they have read through the whole Agreement, agree with the text and English versions of further represent that this Agreement are each executed has been concluded in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.full

Appears in 2 contracts

Sources: Cooperation Agreement, Cooperation Agreement

Final Provisions. 13.1 Any obligation set out in ‌ a) All rights and obligations of the Parties arising from this Agreement cease to apply as of the date of expiry of the Agreement, with the exception of the rights and obligations which according to their type continue to persist the Agreement. b) The provisions pertaining to information protection, damage settlement, contractual penalties and dispute resolution remain in effect after the expiry of this Agreement. c) The Parties hereby acknowledge that is not fully performed upon the termination should any provision of this Agreement or its Appendices be deemed invalid in the future, then such provision shall remain bindingnot invalidate the other provisions of this Agreement. In such event the invalid provision of the Agreement shall be substituted with an enforceable provision, which will most closely correspond to the contents of the invalid provision. 13.2 If d) This Agreement may be modified and supplemented solely by attaching written Appendices numbered in a rising order and signed by authorized representatives of the Parties hereof in the same document. The receiving Party is obligated to provide an opinion on a draft Appendix within 20 days following its receipt. The Party which has sent the draft Appendix is bound by it for the same period. e) Legal relations between the Parties are governed by Czech law. The governing language of the Agreement is Czech. f) Legal relations between the Parties hereto are governed, aside from the provisions contained in the text of this Agreement, by the Business Terms. The BEM Participant hereby acknowledges that the contents of the Business Terms are known to it. In the event any provision of this Agreement diverges from or contradicts the wording of the Business Terms, then the wording of the Agreement supersedes the wording of the Business Terms. g) Both Parties fully accept the integral parts of this Agreement, attached as the following Appendices: i. Appendix 1 – Business Terms in the electronic form (▇▇▇.▇▇▇-▇▇.▇▇) ii. Appendix 2 – Persons authorized for communication in contractual and operations matters iii. Appendix 3 - Form for Financial Security Determination (in case that the BEM Participant does not conclude the valid and effective agreement on settlement of imbalance in the electricity market) h) In the event any provision of this Agreement is or becomes invalid or unenforceablesuperseded by new legislation, that shall not affect both Parties hereby undertake to substitute the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any affected provision of this Agreement is found putative (null) within with a new provision ensuing from the meaning of Section 553 (1) of new legislation, or they shall agree upon a provision which will as closely as possible achieve the New Civil Code. 13.3 This Agreement is governed purpose intended by Czech law, in particular by the both Parties when drafting this Agreement. All other provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain unaffected. i) This Agreement has been executed in force 2 counterparts of which each Party receives one original copy. The Business Terms are valid and effective also binding for the duration both Parties as of the Member's term day of office as a member of approval by the Company's Board of Directors in this consecutive term of officeEnergy Regulatory Office and posting on the website ▇▇▇. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement▇▇▇-▇▇. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office▇▇. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and They are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy an integral part of this Agreement in each language versionthe electronic form. j) The Parties hereby acknowledge they have read this Agreement in detail, agree with its contents and are not aware of any obstacles, third party claims or other legal defects that would prevent entering into this Agreement or render it invalid. If there is a conflict or inconsistency between the English language text and the Czech language textIn witness whereof, the Czech prevailsauthorized representatives of the Parties attach their signatures below.

Appears in 2 contracts

Sources: Access to the Balancing Energy Market Agreement, Access Agreement

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is shall be governed by and interpreted in accordance with Czech law, in particular by the provisions of the BCA Corporations Act and the NCCCivil Code. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's ’s office shall be governed by the relevant provisions of the Articles of Association, the NCCCivil Code, the BCA Corporations Act and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic shall have the exclusive jurisdiction to settle any dispute arising from under or in connection with this Agreement, including a any dispute regarding the existence, validity or termination of this Agreement, or any non- non-contractual obligation arising from this Agreement under or in connection with itthis Agreement, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Supervisory Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Supervisory Board of Directors for a consecutive another immediately following term of office, this Agreement shall also remain in force and effective also effect for the duration of the Member's ’s immediately following term of office as a member of the Company's Board of Directors in this consecutive term of office’s Supervisory Board. 13.7 For the avoidance of doubt, the Parties expressly state that that, in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Supervisory Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede supersedes any previous negotiationscontracts, acts, agreements or arrangements of any nature or substance between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's ’s office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes acknowledges that he has no claims against the Company in relation to any previous negotiationscontracts, any acts, agreements or arrangements of any nature or substance between the Parties, or any agreements relating to the performance of the Member's ’s office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy counterpart of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevailslanguage text shall prevail.

Appears in 2 contracts

Sources: Agreement on the Performance of Office of Member of the Supervisory Board, Agreement on the Performance of Office of Member of the Supervisory Board

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election appointment of the Member to the office of member of the Board of Directors Audit Committee of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 12.6 If the General Meeting elects appoints the Member to the office of a member of the Board of Directors Audit Committee for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors Audit Committee in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 1211, this Agreement shall also expire if the General Meeting does not elect appoint the Member to the office of member of the Board of Directors Audit Committee of the Company or does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 2 contracts

Sources: Agreement on the Performance of the Office of Member of the Audit Committee, Agreement on the Performance of the Office of Member of the Audit Committee

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election of the Member to the office of member of the Supervisory Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 12.6 If the General Meeting elects employees of the Company elect the Member to the office of a member of the Supervisory Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Supervisory Board of Directors in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does employees of the Company do not elect the Member to the office of member of the Supervisory Board of Directors of the Company or the General Meeting does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 2 contracts

Sources: Agreement on the Performance of the Office of Member of the Supervisory Board, Agreement on the Performance of the Office of Member of the Supervisory Board

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office.in 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 2 contracts

Sources: Agreement on the Performance of the Office of Member of the Board of Directors, Agreement on the Performance of the Office of Member of the Board of Directors

Final Provisions. 13.1 Any obligation set out in a) All rights and obligations of the Parties arising from this Agreement that is not fully performed upon cease to apply as of the date of expiry of the Agreement, with the exception of the obligations contained in the provisions hereof, the nature of which warrants their survival of the Agreement. b) The provisions pertaining to information protection, financial security, damage settlement, contractual penalties and dispute resolution remain in effect after the termination of this Agreement shall remain bindingpursuant to the provisions of Article 7 of this Agreement. 13.2 If c) The Parties hereby acknowledge that should any provision of this Agreement or its Appendices be deemed invalid in the future, then such provision shall not invalidate the other provisions of this Agreement. In such event the invalid provision of the Agreement shall be substituted with an enforceable provision, which will most closely correspond to the contents of the invalid provision. d) This Agreement can be modified and supplemented solely by attaching written Appendices numbered in a rising order and signed by authorized representatives of the Parties hereof. The other Party is obligated to provide an opinion on a draft Appendix within 14 days following its receipt. The Party which has sent the draft Appendix is bound by it for the same period. e) Legal relations between the Parties are governed by Czech law. The governing language of the Agreement is Czech. f) Legal relations between the Parties hereto are governed, aside from the provisions contained in the text of this Agreement, by the Business Terms. The Subject of Settlement hereby acknowledges that the contents of the Business Terms are known to it. In the event any provision of this Agreement diverges from or contradicts the wording of the Business Terms, then the wording of the Agreement supersedes the wording of the Business Terms. g) Both Parties fully accept the integral parts of this Agreement, attached as the following Appendices: i. Appendix 1 – Business Terms in the electronic form (▇▇▇.▇▇▇-▇▇.▇▇) ii. Appendix 2 – Form for Determining Financial Security iii. Appendix 3 – Persons authorized for communication in contractual and operations matters h) In the event any provision of this Agreement is or becomes invalid or unenforceablesuperseded by new legislation, that shall not affect both Parties hereby undertake to substitute the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any affected provision of this Agreement is found putative (null) within with a new provision ensuing from the meaning of Section 553 (1) of new legislation, or they shall agree upon a provision which will as closely as possible achieve the New Civil Code. 13.3 This Agreement is governed purpose intended by Czech law, in particular by the both Parties when drafting this Agreement. All other provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of officeunaffected. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 i) This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each been executed in two (2) counterpartscounterparts of which each Party receives one original copy. Each Party shall retain one (1) copy The Business Terms are valid and binding for both Parties as of the day of approval by the Energy Regulatory Office and posting on the Web site ▇▇▇.▇▇▇-▇▇.▇▇. They are an integral part of this Agreement in each language versionthe electronic form. j) The Parties hereby acknowledge they have read this Agreement in detail, agree with its contents and are not aware of any obstacles, third party claims or other legal defects that would prevent entering into this Agreement or render it invalid. If there is a conflict or inconsistency between the English language text and the Czech language textIn witness whereof, the Czech prevailsauthorized representatives of the Parties attach their signatures below.

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is shall be governed by and interpreted in accordance with Czech law, in particular by the provisions of the BCA Corporations Act and the NCCCivil Code. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's ’s office shall be governed by the relevant provisions of the Articles of Association, the NCCCivil Code, the BCA Corporations Act and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic shall have the exclusive jurisdiction to settle any dispute arising from under or in connection with this Agreement, including a any dispute regarding the existence, validity or termination of this Agreement, or any non- non-contractual obligation arising from this Agreement under or in connection with itthis Agreement, or the consequences of its nullity. 13.5 12.5 This Agreement becomes shall become effective upon the election of the Member to the office of member of the Board of Directors of the Company its approval by the General Meeting, and upon the approval . The approved Agreement shall then be in force as of the day on which the Agreement by was entered into or as of the General Meetingday on which the Member was appointed to the office (in Czech: ode dne vzniku funkce), whichever occurred later. 13.6 12.6 If the General Meeting elects employees of the Company elect the Member to the office of a member of the Supervisory Board of Directors for a consecutive another immediately following term of office, this Agreement shall also remain in force and effective also effect for the duration of the Member's ’s immediately following term of office as a member of the Company's Board of Directors in this consecutive term of office’s Supervisory Board. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that that, in addition to the reasons for termination of the Agreement under Clause 1211, this Agreement shall also expire be terminated if the General Meeting does employees of the Company do not elect the Member to the office of member of the Supervisory Board of Directors of the Company or the General Meeting does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede supersedes any previous negotiationscontracts, acts, agreements or arrangements of any nature or substance between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's ’s office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes acknowledges that he has no claims against the Company in relation to any previous negotiationscontracts, any acts, agreements or arrangements of any nature or substance between the Parties, or any agreements relating to the performance of the Member's ’s office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy counterpart of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevailslanguage text shall prevail.

Appears in 2 contracts

Sources: Agreement on the Performance of Office of Member of the Supervisory Board, Agreement on the Performance of Office of Member of the Supervisory Board

Final Provisions. 13.1 Any obligation set out This Agreement supersedes all previous oral discussions between the Parties. This Agreement may only be amendment in a writing signed by all Parties and referring to this Agreement that is not fully performed upon agreement. For delay in payment according to point 1. of Chapter III, Reform VRI shall pay a contractual penalty of 0.05% of the termination amount due for each day of this Agreement delay. The penalty shall remain binding. 13.2 If any provision be paid by Reform to the account of this Agreement is or becomes invalid or unenforceable, that shall VRI within 30 days of receipt of the penalty statement. Payment of the penalty does not affect the validity and enforceability right of any other provision of this Agreementthe harmed party to claim compensation for damages. This The Parties shall also apply be entitled to cases where any provision of terminate the Agreement by a unanimous consent. Each Party shall be entitled to withdraw from this Agreement is found putative in case the other Party substantially breaches its obligations under this Agreement despite having been demonstrably notified of such fact and not having remedied such contravention of its obligations. Where the eligible contracting party allows an alternative (nulladditional) within term to the meaning party in breach, it shall only acquire the right to withdraw from the Agreement after the said additional term has lapsed in vain. Withdrawal from the Agreement does not affect the claim for damages arising from breach of Section 553 (1) Agreement and claim for payment of the New Civil Code. 13.3 contractual penalties. This Agreement is governed by laws of Czech law, in particular by the provisions of the BCA and the NCCRepublic. The relationships Any dispute between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with relation to this Agreement, including a dispute regarding agreement shall be settled by Court of Arbitration of the existence, validity or termination Chamber of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or Commerce of the consequences of its nullity. 13.5 Czech Republic. . This Agreement becomes effective upon the election is in accordance with Article 2.2.1 of the Member Framework for State aid for research and development and innovation No. 2014 / C 198/01 on contract research and research services. The Parties note and make it undisputable that according to the office of member of the Board of Directors of the Company by the General MeetingCzech legislation, and upon the approval of Act No. 340/2015 Coll., to have the Agreement by become valid and effective, it must be disclosed in the General Meeting. 13.6 If the General Meeting elects the Member to the office Register of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubtcontracts. Therefore, the Parties expressly state that have agreed this Agreement becomes valid on the date of its signature by the Parties and effective as of the day of its disclosure in addition the Register of contracts pursuant to the reasons previous sentence. VRI shall file this Agreement at the aforementioned Register immediately after the last signature. The Parties are obliged to determine and highlight those provisions, which constitute their trade secret and thus will be exempt from the obligation of public disclosure. If a Party does not determine and highlight such provisions, the Party responsible for termination of filing the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company Register shall take no responsibility for any harm or does not approve the Agreementdamage incurred. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Research and Development

Final Provisions. 13.1 Any obligation set out in 11.1. This Agreement as well as any non-contractual obligations related to this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is are governed by Czech law. 11.2. Business practices concerning the agreed or follow-up performance do not take precedence over contractual arrangements or provisions of law, even if such provisions do not have overriding mandatory effect. 11.3. If the circumstances after the conclusion of the Agreement change to such an extent that the performance will be more difficult for the Supplier or there will be a gross disproportion between the rights and obligations of the Contracting Parties, it does not affect in particular by any way the Supplier's obligations arising from this Agreement; the provisions of Section 1765, Subsection 1 and 1766 of the BCA Civil Code shall not be applicable and the NCCSupplier, in accordance with Section 1765, Subsection 2 of the Civil Code, assumes the risk of changing circumstances. 11.4. The relationships Contracting Parties exclude the application of the provisions of Sections 1799 and 1800 of the Civil Code on clauses in adhesion contracts. 11.5. Neither of the Contracting Parties is authorized to incorporate any right arising from the Agreement or its breach into a security. 11.6. The presumption of the mail delivery period according to provisions of Section 573 of the Civil Code is not applicable between the Parties which are not expressly defined in Contracting Parties. 11.7. The provisions of this Agreement and which are related to severable in the performance sense that if some of the Member's office shall be provisions of this Agreement become invalid, it does not annul the entire Agreement. In such case, the Contracting Parties undertake to replace the invalid provision by a valid one that best meets the intended purpose of the invalid provision. Until then, the relation between the Contracting Parties is governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts legislation of the Czech Republic have exclusive jurisdiction to settle any dispute Republic. 11.8. Any controversy arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination out of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or herewith shall fall within the consequences jurisdiction of its nullitythe locally competent court based on the place of business of the Client. 13.5 11.9. This Agreement becomes effective upon has been made in two counterparts, of which the election Client shall receive one counterpart and the Supplier one counterpart. 11.10. The following appendices form an integral part of the Member to the office Agreement: Appendix 1 – Equipment Specification, Appendix 2 – List of member subSuppliers or declaration of honour of the Board Supplier stating that the subSuppliers shall not be used for performance of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Purchase Agreement

Final Provisions. 13.1 8.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 8.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 8.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and Commercial Code, with the NCC. The relationships between the Parties which are not expressly defined in exception of those non-mandatory provisions disapplied by this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the officeAgreement. 13.4 8.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection connected with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 8.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If 8.6 In accordance with clause 7.1.1, if the General Meeting elects employees of the Company elect the Member to the office position of a member of the Supervisory Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective effect also for the duration of the Member's ’s term of office as a member of the Company's Supervisory Board of Directors in this consecutive term of office, however, no later than upon the expiry of the fifth consecutive term of office. 13.7 8.7 For the avoidance of doubt, the Parties expressly state that in addition to the expiration reasons for termination of the Agreement under Clause 12clause 7, this Agreement shall also expire expires if the Company’s General Meeting does not elect the Member to the office position of member of the Supervisory Board of Directors of the Company or does not approve the Agreement. 13.8 8.8 This Agreement represents the entire shall supersede any previous mandate or service agreement that has been agreed upon between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's officethis Agreement. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation related to any previous negotiationsmandate, any agreements service agreement or arrangements between the Parties, or any agreements relating to the performance of the Member's his office. 13.9 The Czech and English versions of this 8.9 This Agreement are each is executed in two (2) counterpartscounterparts in Czech and in English. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and In case of any discrepancies the Czech language text, the Czech prevailsversion shall prevail.

Appears in 1 contract

Sources: Agreement on Performance of the Office of a Member of the Supervisory Board

Final Provisions. 13.1 8.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 8.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 8.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and Commercial Code, with the NCC. The relationships between the Parties which are not expressly defined in exception of those non-mandatory provisions disapplied by this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the officeAgreement. 13.4 8.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection connected with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 8.5 This Agreement becomes effective upon the election appointment of the Member to the office position of member of the Board of Directors of the Company by the General Meeting, Meeting and upon the approval of the Agreement by the General Meeting. 13.6 8.6 If the General Meeting elects appoints the Member to the office position of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office, however, no later than upon the expiry of the fifth consecutive term of office. 13.7 8.7 For the avoidance of doubt, the Parties expressly state that in addition to the expiration reasons for termination of the Agreement under Clause 12clause 7, this Agreement shall also expire expires if the General Meeting does not elect the Member to the office position of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 8.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements mandate or arrangements service agreement that has been agreed upon between the Parties, whether verbal or written, relating parties to the rights and obligations that arise in relation to the performance of the Member's officethis Agreement. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation related to any previous negotiationsmandate, any agreements service agreement or arrangements between the Parties, or any agreements relating to the performance of the Member's his office. 13.9 The Czech and English versions of this 8.9 This Agreement are each is executed in two (2) counterpartscounterparts in Czech and in English. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Agreement on Performance of the Office of a Member of the Board of Directors

Final Provisions. 13.1 Any obligation set out in 11.1. This Agreement as well as any non-contractual obligations related to this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is are governed by Czech law. 11.2. Business practices concerning the agreed or follow-up performance do not take precedence over contractual arrangements or provisions of law, even if such provisions do not have overriding mandatory effect. 11.3. If the circumstances after the conclusion of the Agreement change to such an extent that the performance will be more difficult for the Supplier or there will be a gross disproportion between the rights and obligations of the Contracting Parties, it does not affect in particular by any way the Supplier’s obligations arising from this Agreement; the provisions of Section 1765, Subsection 1 and 1766 of the BCA Civil Code shall not be applicable and the NCCSupplier, in accordance with Section 1765, Subsection 2 of the Civil Code, assumes the risk of changing circumstances. 11.4. The relationships Contracting Parties exclude the application of the provisions of Sections 1799 and 1800 of the Civil Code on clauses in adhesion contracts. 11.5. Neither of the Contracting Parties is authorized to incorporate any right arising from the Agreement or its breach into a security. 11.6. The presumption of the mail delivery period according to provisions of Section 573 of the Civil Code is not applicable between the Parties which are not expressly defined in Contracting Parties. 11.7. The provisions of this Agreement and which are related to severable in the performance sense that if some of the Member's office shall be provisions of this Agreement become invalid, it does not annul the entire Agreement. In such case, the Contracting Parties undertake to replace the invalid provision by a valid one that best meets the intended purpose of the invalid provision. Until then, the relation between the Contracting Parties is governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts legislation of the Czech Republic have exclusive jurisdiction to settle any dispute Republic. 11.8. Any controversy arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination out of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or herewith shall fall within the consequences jurisdiction of its nullitythe locally competent court based on the place of business of the Client. 13.5 11.9. This Agreement becomes effective upon has been made in two counterparts, of which the election Client shall receive one counterpart and the Supplier one counterpart. 11.10. The following appendices form an integral part of the Member Agreement: Appendix 1 – Equipment Specification, Appendix 2 – List of subSuppliers or declaration of honour of the Supplier stating that the subSuppliers shall not be used for performance of this Agreement. In Prague In Marktheidenfeld Prof. RNDr. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, CSc. ▇▇. ▇▇▇▇▇▇ ▇▇▇ Director Managing Director − Stainless steel box supported by metallic frame equipped with castors to enable easy moving − Detachable front window made of safety glass with two metallic glove ports (grounded for charge dissipation) − One pair of butyl rubber gloves + one extra pair for replacement in case of damage − Three metallic height-adjustable shelves along the back wall, LED lighting − Vacuum feedthrough with a valve located outside the glove box − Power line feedthrough (240V), four additional (blanked) ISO-KF DN40 flanges − Bolted cylindrical antechamber on the right-hand side wall with sliding tray, automatic evacuation and refill cycles, min. dimensions 350 x 500 mm − Heated (up to 150 °C or higher) cylindrical mini-antechamber with a tray inside, min. dimensions 150 x 300 mm, manual or automatic evacuation-refill cycles − Bolted freezer on the left-hand side wall, min. capacity 25 liters, min. temperature -35 °C or lower, compressor not attached directly to the office of member glove box to prevent vibrations inside of the Board box − Working gas nitrogen or argon, gas purification system with capacity at least 35 liters of Directors oxygen and 1000 g of water, regenerable catalyst column, automated regeneration cycle − Circulation blower with at least 30 m3/hour flow rate, heat exchanger integrated into gas circulation to remove excess heat from experiments running inside of the Company by the General Meeting, and upon the approval box (circulation cooler will not be part of the Agreement by delivery), HEPA filters installed in the General Meeting. 13.6 If box for both incoming and outgoing working gas, two extra filters will be included in the General Meeting elects the Member delivery (for replacement) − Working conditions: oxygen < 1 ppm, water <1 ppm, leak rate <0.005 vol%/hour − oxygen and maintenance-free water analyzers (no exposure to the office of a member phosphoric acid needed) − Purge valve enabling automatic purging of the Board box atmosphere − Regenerable organic solvent removal system with bypass and automated regeneration cycle, photoionization solvent vapor analyzer with a detection range of Directors 1 to 1000 ppm or better − Vacuum pump with pumping speed at least 12 m3/hour and ultimate vacuum of 10-2 mbar or better − Integrated system control with touch screen interface (in English) for: o setting and reviewing working parameters and displaying readouts from analyzers and system status (e.g. error messages) o automation of box purging, blower control, antechamber evacuation-refill, solvent and working gas purifier regeneration cycles o automatic box pressure control with a foot pedal for a consecutive term of office, this Agreement shall remain in force pressure adjustments o recording and effective also reviewing historical data for the duration troubleshooting o automatic leak rate test − maximum outer dimensions of the Member's term of office whole system in operational state must be (w x d x h): 2300 x 800 x 2000 mm, technical drawing illustrating the system layout must be provided as a member part of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.offer

Appears in 1 contract

Sources: Purchase Agreement

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon 9.1 The invalidity of any of the termination provisions of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that these Terms and Conditions shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) provisions. 9.2 The rights and obligations of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular by Seller and the provisions Buyer arising on the basis of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Purchase Agreement and which are related to the performance of the Member's office these Terms and Conditions shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts laws of the Czech Republic have exclusive jurisdiction Republic. The application of the UN Convention on Contracts for the International Sale of Goods (11 April 1980) is hereby excluded. 9.3 The Parties undertake to settle resolve any dispute disputes arising from the Purchase Agreement and these General Terms and Conditions of Purchase, as well as any disputes concerning their validity, by mutual negotiations and agreement if possible. If the Parties fail to resolve the disputes in this way, the disputes will be finally settled by the competent Czech courts. The Parties agree that the District Court in Ostrava or the Regional Court in connection with this AgreementOstrava will be the competent courts, including a dispute regarding depending on whether the existence, validity case falls within the subject-matter jurisdiction of district or termination regional courts. 9.4 The Parties have agreed that the limitation period for any claim of this Agreement, any non- contractual obligation the Seller against the Buyer arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval a breach of the Agreement by is 1 year. The Parties have further agreed that the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member limitation period for any claim of the Board of Directors for Buyer against the Seller arising from a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination breach of the Agreement under Clause 12, this Agreement shall also expire if is 5 years. 9.5 The Parties agree that in the General Meeting does not elect event of a material change in circumstances occurring on the Member to the office of member part of the Board of Directors Seller after the conclusion of the Company or does not approve Agreement between the AgreementSeller and the Buyer, the Seller shall assume the risk of such a change of circumstances in accordance with Section 1765(2) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the “Civil Code”). 13.8 This Agreement represents 9.6 The Parties have agreed that the entire agreement between the Parties relating Buyer is entitled to the matters defined herein unilaterally change these Terms and shall fully supersede Conditions at any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise time in relation to the performance accordance with Section 1752 of the Member's officeCivil Code. Changes The new version of the Terms and Conditions will be published on the Buyer’s website 1 month before the change takes effect. 9.7 The Parties have agreed that the Seller is not entitled to set off any of its receivables from the Buyer. The Parties further agree that the Seller is not entitled to assign any of its rights or amendments obligations arising from the Purchase Agreement to this Agreement shall be agreed between the Member and the Company in writing and are subject to a third party without the prior approval written consent of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's officeBuyer. 13.9 The Czech 9.8 These Terms and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevailsConditions came into force on 1 June 2020.

Appears in 1 contract

Sources: General Terms and Conditions of Purchase

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the applicable internal regulations of the Company, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election appointment of the Member to the office of member of the Board of Directors Audit Committee of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 12.6 If the General Meeting elects appoints the Member to the office of a member of the Board of Directors Audit Committee for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors Audit Committee in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect appoint the Member to the office of member of the Board of Directors Audit Committee of the Company or does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Agreement on the Performance of the Office of Member of the Audit Committee

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Supervisory Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects employees of the Company elect the Member to the office of a member of the Supervisory Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Supervisory Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does employees of the Company do not elect the Member to the office of member of the Supervisory Board of Directors of the Company or the General Meeting does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Agreement on the Performance of the Office of Member of the Supervisory Board

Final Provisions. 13.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is shall be governed by and interpreted in accordance with Czech law, in particular by the provisions of the BCA Corporations Act and the NCCCivil Code. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's ’s office shall be governed by the relevant provisions of the Articles of Association, the NCCCivil Code, the BCA Corporations Act and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic shall have the exclusive jurisdiction to settle any dispute arising from under or in connection with this Agreement, including a any dispute regarding the existence, validity or termination of this Agreement, or any non- non-contractual obligation arising from this Agreement under or in connection with itthis Agreement, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. The approved Agreement is then in force as of the day on which the Agreement was entered into or as of the day on which the Member was appointed to the office (in Czech: ode dne vzniku funkce), whichever occurred later. 13.6 If the General Meeting elects the Member to the office of a member of the Supervisory Board of Directors for a consecutive another immediately following term of office, this Agreement shall also remain in force and effective also effect for the duration of the Member's ’s immediately following term of office as a member of the Company's Board of Directors in this consecutive term of office’s Supervisory Board. 13.7 For the avoidance of doubt, the Parties expressly state that that, in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Supervisory Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede supersedes any previous negotiationscontracts, acts, agreements or arrangements of any nature or substance between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's ’s office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes acknowledges that he has no claims against the Company in relation to any previous negotiationscontracts, any acts, agreements or arrangements of any nature or substance between the Parties, or any agreements relating to the performance of the Member's ’s office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy counterpart of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevailslanguage text shall prevail.

Appears in 1 contract

Sources: Agreement on the Performance of Office of Member of the Supervisory Board

Final Provisions. 13.1 Any obligation set out in this Agreement The Contractor acknowledges that the purchase of Service is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is governed by Czech law, in particular co-financed by the provisions European Union through the Operational Programme Enterprise and Innovation for Competitiveness. Persons authorized to inspect the grant project (especially grantor, MF, SAO, the European Commission, European Court of the BCA and the NCC. The relationships between the Parties which Auditors, Financial Authority) are not expressly defined in this Agreement and which are authorized to inspect documents related to the performance of the Member's office shall be governed by contract (Service) directly with the relevant provisions Contractor, and that for the time stated of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts laws of the Czech Republic have exclusive jurisdiction of archiving. The Contractor is obligated to settle permit verification authorized persons to conduct the inspection, pursuant to the preceding sentence, for the inspect of the laws of the Czech Republic to archiving and to provide them with any dispute arising from or in connection assistance. The Contractor shall comply with this Agreementthe administration, including a dispute regarding the existence, validity or termination filing of this Agreement, any non- contractual obligation arising all documents and accounting documents for min. 10 years from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election completion of the Member grant project. The Contractor is aware that within the meaning of Section 2 e) of Act No. 320/2001 Coll. On Financial Control in Public Administration and on Amendments to Certain Acts (Act on Financial Control) as amended, is obliged to cooperate in the office performance of member of financial control. The Contract comes into force at the Board of Directors of the Company moment it is signed by the General Meeting, and upon the approval authorized representatives of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 both Contracting Parties. This Agreement represents Contract contains the entire agreement between the Parties relating regarding the subject matter hereof, and supersedes all other written or oral agreements made regarding the subject hereof. Any changes to this Contract may be carried out only on the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between suggestion of one of the Contracting Parties, whether verbal exclusively in writing by numbered annexes to this Contract, as agreed and signed by both parties. Written forms of communication such as exchange e-mail or written, relating other electronic messages will not be considered binding for this purpose. Attached to this Contract are the Business terms and conditions (hereinafter as “Terms and Conditions”) as a Appendix number 2 of this Contract. By closing of this Contract Contracting Parties obligatorily agrees with all the rights and obligations that arise contained in relation these Terms and Conditions. Definitions used in the Terms and Conditions shall also apply to the performance this Contract. All appendices listed below constitute an integral part of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member Contract: Appendix number 1 – Scope and the Company in writing and are subject to the prior approval description of the General MeetingService Appendix number 2 – Business terms and conditions. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each This Contract is executed in two (2) counterpartscopies, each with the legal force of an original. Each Party The Contractor and the Client shall retain each receive one (1) copy of this Agreement in each language versionContract. If there is a conflict or inconsistency between Contracting Parties have read the English language text Contract and declare that it was written on the basis of true data and their free will, seriously, definitely, comprehensibly, and that they are aware of any facts preventing the conclusion of this Contract and the Czech language text, fulfillment of obligations deriving from it. In witness of consent to the Czech prevailscontent of the Contract is carried out by the Contracting Parties attaching their signatures below. In Plzen dated …………………………….. In ………………….……. dated ……………. ………………………………………………... ………………………………………………...

Appears in 1 contract

Sources: Contract for Testing for the Development of a New Electric Motor Isolation System

Final Provisions. 13.1 Any obligation set out 1. With respect to the provision of section 2, letter e) of Act no. 320/2001 Coll. on the Financial Inspection in this Agreement that Public Administration, as amended, the Seller is not fully performed upon a person obliged to cooperate during the termination performance of the financial inspection. These Seller’s Palacký University, Olomouc | Křížkovského 511/8 | CZ 771 47 Olomouc | Czech Republic obligations also apply to his contractual partners involved in the fulfillment of this Agreement shall remain bindingContract. 13.2 2. The Seller undertakes to ensure the legal employment of persons in the performance of this Contract and to ensure fair and decent working conditions for the employees participating in the performance of the Contract. Fair and decent working conditions are those working conditions that meet at least the minimum standards set by labor and wage regulations. The Seller is obliged to ensure compliance with the requirements of this provision of the contract with its subcontractors. Failure to fulfill the obligations of the Seller under this agreement of this Contract is considered a material breach of Contract with the possibility of withdrawal by the Buyer from this Contract. Withdrawal from this Contract is in such a case effective by delivery of a written notice of withdrawal from the Contract to the other contractual party. 3. The Buyer reserves the right to publish the contents of the Contract. 4. This Agreement is governed by the Civil Code and the legal order of the Czech Republic in matters not expressly regulated in it. 5. The provisions of this Contract are separable. If any provision part of an obligation under this Agreement Contract is or becomes invalid or unenforceablenon-enforceable, that this shall not affect the validity and enforceability the enforcement of any other provision obligations under this Contract and the contracting parties undertake to replace such invalid or non-enforceable part of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) obligation with a new, valid and enforceable part of the New Civil Code. 13.3 This Agreement is governed by Czech lawobligation, in particular by the provisions subject of which will correspond at the best to the subject of the BCA and the NCCoriginal obligation. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of contract does not contain a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also provision which would be justifiable for the duration determination of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise obligations, the contracting parties will make all the efforts to implement such provision in relation to the performance Contract. 6. The contracting parties may modify or amend this Contract only in the form of written amendments numbered in the Member's office. Changes or increasing order, expressly declared as amendments to this Agreement Contract and signed by the authorized representatives of the contracting parties. 7. The Buyer is entitled in accordance with § Section 2001 of the Civil Code, to withdraw from this Contract in following cases: • delay of the Seller with the delivery of Goods longer than 10 calendar days, • non-compliance with the technical specifications of the Goods stated in the Seller's tender, • the Seller's delay with starting to repare defects longer than 10 calendar days, • in the event that the provision of subsidy funds drawn for the implementation of the subject of the Contract from the relevant project will be suspended or terminated, • in the event that the expenses that should be incurred on the basis of this contract will be marked by the provider of subsidy funds or another authorized administrative body as ineligible to be reimbursed from the project subsidy funds. The withdrawal from the Contract shall be agreed between made in a written form and becomes effective on the Member and day of the Company in writing and are subject delivery of the written notice to the prior approval of the General Meetingother contracting party. 8. The Member recognizes that he has no claims against Seller is not entitled to cede his rights and obligations under this Contract to a third party without the Company in relation Buyer’s approval. 9. With regard to any previous negotiations, any agreements or arrangements between the Parties, or any agreements delivery of items relating to the performance of this Contract sent by the Member's officeSeller using the postal service provider, § 573 of the Civil Code shall not apply Palacký University, Olomouc | Křížkovského 511/8 | CZ 771 47 Olomouc | Czech Republic 10. The Seller acknowledges that this Contract, including all its Annexes, is subject to mandatory disclosure under Act No. 340/2015 Coll., on special conditions of effectiveness of certain contracts, publication of these contracts and on the register of contracts, as amended. 13.9 The Czech and English versions 11. This Contract shall enter into force on the date of its signature by the last participant of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy Contract and become effective as of the date of publication of this Agreement Contract by Buyer in each language versionthe Register of contracts pursuant to Act No. If there 340/2015 Coll., on special conditions of effectiveness of certain contracts, publication of these contracts and on the register of contracts, as amended. 12. This Purchase Contract is a conflict signed electronically. 13. Seller acknowledges, that ▇▇▇▇▇ is obliged to abide to publicity requirements within structural funds programs, set by European Parliament regulation No. 1303/2013 and publicity rules within Operational Programme Research, Development and Education, on all relevant documents related to the subject of this Contract, in all amendments to this Contract and other documents related to the public contract, from this Contract came up and in this context Seller commits to provide necessary cooperation to the Buyer, that can be fairly demanded. 14. Seller hereby obliges, that all subjects authorized to conduct control of the project, by means of which the subject of this Contract is paid, will be allowed to carry out control of documents related to this subject, during period set by legislation of Czech Republic for their archivation (Act No. 563/1991 Coll., on accountancy, in its effective form and Act No. 235/2004 Coll., on value added tax, as amended). All outcomes of the contractual relations, where ▇▇▇▇▇ specifies it, must contain publicity features, in scope of headers of this Contract, unless specified otherwise by Buyer. EU logo, logo of Operational Programme Research, Development and Education (hereinafter reffered to as „OP RDE“), as requested by ▇▇▇▇▇. Buyer is obliged to provide documents containing correct form of every logo. 15. Seller is obliged to keep all documentation related to subject of this Contract in accordance with the OP RDE rules for at least 2 years from the date of presenting financial statements of OP RDE according to Sect. 140 of European Parliament and Council regulation No. 1303/2013, ie at least until 31. 12. 2033, unless Czech legal system specifies longer period. Managing authority of OP RDE, or inconsistency between the English language text and the by it authorized subjects (or other control subjects according to actual legislation) shall have access to these documents upon request. 16. The following Annexes form an integral part of this Contract: Annex No. 1 – Seller’s tender dated April 29th 2021 In Olomouc, on 18.06.2021 In Prague, on 08.06.2021 ……………………………… …………………………………… prof. MUDr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ rector of Palacký University Olomouc SIAD Czech language textspol. s r.o. Palacký University, the Olomouc | Křížkovského 511/8 | CZ 771 47 Olomouc | Czech prevails.Republic

Appears in 1 contract

Sources: Purchase Contract

Final Provisions. 13.1 Any obligation set out in 11.1. This Agreement as well as any non-contractual obligations related to this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 This Agreement is are governed by Czech law. 11.2. Business practices concerning the agreed or follow-up performance do not take precedence over contractual arrangements or provisions of law, even if such provisions do not have overriding mandatory effect. 11.3. If the circumstances after the conclusion of the Agreement change to such an extent that the performance will be more difficult for the Supplier or there will be a gross disproportion between the rights and obligations of the Contracting Parties, it does not affect in particular by any way the Supplier’s obligations arising from this Agreement; the provisions of Section 1765, Subsection 1 and 1766 of the BCA Civil Code shall not be applicable and the NCCSupplier, in accordance with Section 1765, Subsection 2 of the Civil Code, assumes the risk of changing circumstances. 11.4. The relationships Contracting Parties exclude the application of the provisions of Sections 1799 and 1800 of the Civil Code on clauses in adhesion contracts. 11.5. Neither of the Contracting Parties is authorized to incorporate any right arising from the Agreement or its breach into a security. 11.6. The presumption of the mail delivery period according to provisions of Section 573 of the Civil Code is not applicable between the Parties which are not expressly defined in Contracting Parties. 11.7. The provisions of this Agreement and which are related to severable in the performance sense that if some of the Member's office shall be provisions of this Agreement become invalid, it does not annul the entire Agreement. In such case, the Contracting Parties undertake to replace the invalid provision by a valid one that best meets the intended purpose of the invalid provision. Until then, the relation between the Contracting Parties is governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts legislation of the Czech Republic have exclusive jurisdiction to settle any dispute Republic. 11.8. Any controversy arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination out of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or herewith shall fall within the consequences jurisdiction of its nullitythe locally competent court based on the place of business of the Client. 13.5 11.9. This Agreement becomes effective upon has been made in two counterparts, of which the election Client shall receive one counterpart and the Supplier one counterpart. 11.10. The following appendices form an integral part of the Member Agreement: Appendix 1 – Equipment Specification, Appendix 2 – List of subSuppliers or declaration of honour of the Supplier stating that the subSuppliers shall not be used for performance of this Agreement. In Prague In Budapest Ústav organické chemie a biochemie AVČR, v.v.i. ABL&E-JASCO Hungary Trading and Service Ltd. Prof. RNDr. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, CSc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director Managing Director • light source: air-cooled xenon or mercury-xenon lamp • wavelength range: 250 – 850 nm or better, with accuracy 0.5 nm or better (<800 nm) and reproducibility 0.1 nm or better (<800 nm) • prism monochromators for both excitation and emission optics, piezoelastic modulator • detector: photomultiplier tube • measurement range: min. +/- 8000 mdeg with resolution 10-5 mdeg or better • scanning modes: continuous, step scan • 180° optical system with unpolarized excitation for liquid and solid sample measurements • possibility of measurements with 90° geometry by addition of a monochromatic light source • stray light less than 0.005% • built-in mercury lamp for routine instrument checks and wavelength calibration • sample area: minimum dimensions of (w x d x h) 150 x 300 x 150 mm, adapters must be supplied to accommodate standard 10 mm cuvettes as well as solid samples (films and pellets) • sample area tempered by means of ▇▇▇▇▇▇▇ elements in the minimum range of -10 to +110 °C; if required for the operation, circulation cooler must be also supplied • outer dimensions of the assembled instrument must be within (WxDxH) 2000 x 700 x 1000 mm (limited laboratory space), this has to be clearly shown by a technical drawing attached to the office of member of the Board of Directors of the Company by the General Meetingoffer • PC (including LCD screen, keyboard and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors mouse) and software for a consecutive term of officeinstrument control, this Agreement shall remain in force data acquisition and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of office. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.evaluation

Appears in 1 contract

Sources: Purchase Agreement

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the applicable internal regulations of the Company, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election appointment of the Member to the office of member of the Board of Directors Audit Committee of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 12.6 If the General Meeting elects appoints the Member to the office of a member of the Board of Directors Audit Committee for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors Audit Committee in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12clause 11, this Agreement shall also expire if the General Meeting does not elect appoint the Member to the office of member of the Board of Directors Audit Committee of the Company or does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Agreement on the Performance of the Office of Member of the Audit Committee

Final Provisions. 13.1 Any obligation set out in a) All rights and obligations of the Parties arising from this Agreement that is not fully performed upon cease to apply as of the date of expiry of the Agreement, with the exception of the rights and obligations, which according to their type continue to persist the Agreement. b) The provisions pertaining to information protection, financial security, damage settlement, contractual penalties and dispute resolution remain in effect after the termination of this Agreement. c) The Parties hereby acknowledge that should any provision of this Agreement or its Appendices be deemed invalid in the future, then such provision shall not invalidate the other provisions of this Agreement. In such event the invalid provision of the Agreement shall remain bindingbe substituted with an enforceable provision, which will most closely correspond to the contents of the invalid provision. 13.2 If d) This Agreement can be modified and supplemented solely by attaching written Appendices numbered in a rising order and signed by authorized representatives of the Parties hereof in the same document. The other Party is obligated to provide an opinion on a draft Appendix within 20 days following its receipt. The Party which has sent the draft Appendix is bound by it for the same period. e) Legal relations between the Parties are governed by Czech law. The governing language of the Agreement is Czech. f) Legal relations between the Parties hereto are governed, aside from the provisions contained in the text of this Agreement, by the Business Terms. The Trader hereby acknowledges that the contents of the Business Terms are known to it. In the event any provision of this Agreement diverges from or contradicts the wording of the Business Terms, then the wording of the Agreement supersedes the wording of the Business Terms. g) Both Parties fully accept the integral parts of this Agreement, attached as the following Appendices: i. Appendix 1 – Business Terms in the electronic form (▇▇▇.▇▇▇-▇▇.▇▇) ii. Appendix 2 – Persons authorized for communication in contractual and operations matters iii. Appendix 3 – Exhibits of calculation formulas for data included in tax documents h) In the event any provision of this Agreement is or becomes invalid or unenforceablesuperseded by new legislation, that shall not affect both Parties hereby undertake to substitute the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any affected provision of this Agreement is found putative (null) within with a new provision ensuing from the meaning of Section 553 (1) of new legislation, or they shall agree upon a provision which will as closely as possible achieve the New Civil Code. 13.3 This Agreement is governed purpose intended by Czech law, in particular by the both Parties when drafting this Agreement. All other provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain unaffected. i) This Agreement has been executed in force 2 counterparts of which each Party receives one original copy. The Business Terms are valid and effective also binding for the duration both Parties as of the Member's term day of office as a member of approval by the Company's Board of Directors in this consecutive term of officeEnergy Regulatory Office and posting on the Web site ▇▇▇. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement▇▇▇-▇▇. 13.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office▇▇. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and They are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy an integral part of this Agreement in each language versionthe electronic form. j) The Parties hereby acknowledge they have read this Agreement in detail, agree with its contents and are not aware of any obstacles, third party claims or other legal defects that would prevent entering into this Agreement or render it invalid. If there is a conflict or inconsistency between the English language text and the Czech language textIn witness whereof, the Czech prevailsauthorized representatives of the Parties attach their signatures below.

Appears in 1 contract

Sources: Access Agreement

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election appointment of the Member to the office of member of the Board of Directors Audit Committee of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 12.6 If the General Meeting elects appoints the Member to the office of a member of the Board of Directors Audit Committee for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors Audit Committee in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12clause 11, this Agreement shall also expire if the General Meeting does not elect appoint the Member to the office of member of the Board of Directors Audit Committee of the Company or does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Agreement on the Performance of the Office of Member of the Audit Committee

Final Provisions. 13.1 8.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 8.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 8.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and Commercial Code, with the NCC. The relationships between the Parties which are not expressly defined in exception of those non-mandatory provisions disapplied by this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the officeAgreement. 13.4 8.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection connected with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 8.5 This Agreement becomes effective upon the election of the Member to the office position of member of the Supervisory Board of Directors of the Company by the General Meeting, Meeting and upon the approval of the Agreement by the General Meeting. 13.6 If 8.6 In accordance with clause 7.1.1, if the General Meeting elects appoints the Member to the office position of a member of the Supervisory Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective effect also for the duration of the Member's ’s term of office as a member of the Company's Supervisory Board of Directors in this consecutive term of office, however, no later than upon the expiry of the fifth consecutive term of office. 13.7 8.7 For the avoidance of doubt, the Parties expressly state that in addition to the expiration reasons for termination of the Agreement under Clause 12clause 7, this Agreement shall also expire expires if the Company’s General Meeting does not elect the Member to the office position of member of the Supervisory Board of Directors of the Company or does not approve the Agreement. 13.8 8.8 This Agreement represents the entire shall supersede any previous mandate or service agreement that has been agreed upon between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's officethis Agreement. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation related to any previous negotiationsmandate, any agreements service agreement or arrangements between the Parties, or any agreements relating to the performance of the Member's his office. 13.9 The Czech and English versions of this 8.9 This Agreement are each is executed in two (2) counterpartscounterparts in Czech and in English. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and In case of any discrepancies the Czech language text, the Czech prevailsversion shall prevail.

Appears in 1 contract

Sources: Agreement on Performance of the Office of a Member of the Supervisory Board

Final Provisions. 13.1 Any obligation set out in a) All rights and obligations of the Parties arising from this Agreement cease to apply as of the date of expiry of the Agreement, with the exception of the obligations contained in the provisions hereof, the nature of which warrants their survival of the Agreement. b) The provisions pertaining to information protection, damage settlement, contractual penalties and dispute resolution remain in effect after the expiry of this Agreement. c) The Parties hereby acknowledge that is not fully performed upon the termination should any provision of this Agreement or its Appendices be deemed invalid in the future, then such provision shall remain bindingnot invalidate the other provisions of this Agreement. In such event the invalid provision of the Agreement shall be substituted with an enforceable provision, which will most closely correspond to the contents of the invalid provision. 13.2 If d) This Agreement may be modified and supplemented solely by attaching written Appendices numbered in a rising order and signed by authorized representatives of the Parties hereof. The receiving Party is obligated to provide an opinion on a draft Appendix within 14 days following its receipt. The Party which has sent the draft Appendix is bound by it for the same period. e) Legal relations between the Parties are governed by Czech law. The governing language of the Agreement is Czech. f) Legal relations between the Parties hereto are governed, aside from the provisions contained in the text of this Agreement, by the Business Terms. The BMR Participant hereby acknowledges that the contents of the Business Terms are known to it. In the event any provision of this Agreement diverges from or contradicts the wording of the Business Terms, then the wording of the Agreement supersedes the wording of the Business Terms. g) Both Parties fully accept the integral parts of this Agreement, attached as the following Appendices: i. Appendix 1 – Business Terms in the electronic form (▇▇▇.▇▇▇-▇▇.▇▇) ii. Appendix 2 – Persons authorized for communication in contractual and operations matters h) In the event any provision of this Agreement is or becomes invalid or unenforceablesuperseded by new legislation, that shall not affect both Parties hereby undertake to substitute the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any affected provision of this Agreement is found putative (null) within with a new provision ensuing from the meaning of Section 553 (1) of new legislation, or they shall agree upon a provision which will as closely as possible achieve the New Civil Code. 13.3 This Agreement is governed purpose intended by Czech law, in particular by the both Parties when drafting this Agreement. All other provisions of the BCA and the NCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. 13.6 If the General Meeting elects the Member to the office of a member of the Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Board of Directors in this consecutive term of officeunaffected. 13.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does not elect the Member to the office of member of the Board of Directors of the Company or does not approve the Agreement. 13.8 i) This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 The Czech and English versions of this Agreement are each been executed in two (2) counterpartscounterparts of which each Party receives one original copy. Each Party shall retain one (1) copy The Business Terms are valid and binding for both Parties as of the day of approval by the Energy Regulatory Office and posting on the website ▇▇▇.▇▇▇-▇▇.▇▇. They are an integral part of this Agreement in each language versionthe electronic form. j) The Parties hereby acknowledge they have read this Agreement in detail, agree with its contents and are not aware of any obstacles, third party claims or other legal defects that would prevent entering into this Agreement or render it invalid. If there is a conflict or inconsistency between the English language text and the Czech language textIn witness whereof, the Czech prevailsauthorized representatives of the Parties attach their signatures below.

Appears in 1 contract

Sources: Access to the Balancing Market Agreement

Final Provisions. 13.1 12.1 Any obligation set out in this Agreement that is not fully performed upon the termination of this Agreement shall remain binding. 13.2 12.2 If any provision of this Agreement is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of this Agreement. This shall also apply to cases where any provision of this Agreement is found putative (null) within the meaning of Section 553 (1) of the New Civil Code. 13.3 12.3 This Agreement is governed by Czech law, in particular by the provisions of the BCA and the NCCCC. The relationships between the Parties which are not expressly defined in this Agreement and which are related to the performance of the Member's office shall be governed by the relevant provisions of the Articles of Association, the NCCCC, the BCA and other legal regulations applicable to the performance of the office. 13.4 12.4 The courts of the Czech Republic have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, any non- non-contractual obligation arising from this Agreement or in connection with it, or the consequences of its nullity. 13.5 12.5 This Agreement becomes effective upon the election of the Member to the office of member of the Board of Directors of the Company by the General Meeting, and upon the approval of the Agreement by the General Meeting. The approved Agreement is then in force as of the day on which the Agreement was entered into or as of the day on which the Member was appointed to the office (in Czech: ode dne vzniku funkce), whichever occurred later. 13.6 12.6 If the General Meeting elects employees of the Company elect the Member to the office of a member of the Supervisory Board of Directors for a consecutive term of office, this Agreement shall remain in force and effective also for the duration of the Member's term of office as a member of the Company's Supervisory Board of Directors in this consecutive term of office. 13.7 12.7 For the avoidance of doubt, the Parties expressly state that in addition to the reasons for termination of the Agreement under Clause 12, this Agreement shall also expire if the General Meeting does employees of the Company do not elect the Member to the office of member of the Supervisory Board of Directors of the Company or the General Meeting does not approve the Agreement. 13.8 12.8 This Agreement represents the entire agreement between the Parties relating to the matters defined herein and shall fully supersede any previous negotiations, agreements or arrangements between the Parties, whether verbal or written, relating to the rights and obligations that arise in relation to the performance of the Member's office. Changes or amendments to this Agreement shall be agreed between the Member and the Company in writing and are subject to the prior approval of the General Meeting. The Member recognizes that he has no claims against the Company in relation to any previous negotiations, any agreements or arrangements between the Parties, or any agreements relating to the performance of the Member's office. 13.9 12.9 The Czech and English versions of this Agreement are each executed in two (2) counterparts. Each Party shall retain one (1) copy of this Agreement in each language version. If there is a conflict or inconsistency between the English language text and the Czech language text, the Czech prevails.

Appears in 1 contract

Sources: Agreement on the Performance of the Office of Member of the Supervisory Board