HEADINGS; RELATION TO OTHER AGREEMENTS; MODIFICATIONS Sample Clauses

HEADINGS; RELATION TO OTHER AGREEMENTS; MODIFICATIONS. Employee understands and agrees that the headings in this Agreement have been inserted for convenience of reference only and do not in any way restrict or modify any of its terms or provisions. Employee’s employment with Company is governed by a letter agreement between the parties dated January 17, 2012 (the “Letter Agreement”), a copy of which is attached as Exhibit A. Employee agrees that his obligations under paragraphs 6 and 7 of the Letter Agreement remain in full force and effect (provided they shall do so for 12 months under subparagraph b of paragraph 6), unless otherwise agreed between Employee and Company’s then CEO, such agreement to modifications that would facilitate Employee’s alternative employment without materially impairing Company’s business interests sought to be protected in those paragraphs not to be unreasonably withheld by the CEO; provided, however, that nothing in paragraphs 6 or 7 of the Letter Agreement shall interfere with Employee’s ability to practice law to the extent that any such restrictions would violate applicable rules of professional conduct. Employee further agrees that Employee is entitled to no further consideration under the Letter Agreement other than what is provided for under this Agreement. The parties agree that the dispute resolution procedures in paragraphs 8, 9, 10, and 11 of the Letter Agreement shall remain in full force and effect and apply to this Agreement, and that this Agreement supersedes the Employment Agreement except as set forth herein. Employee further understands that this Agreement and, to the extent set forth herein, the Letter Agreement sets forth the entire agreement between the parties and supersedes any and all prior representations agreements, understandings and other statements, written or oral, between the parties about the subjects in it. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. Company agrees that all payments pursuant to paragraph 2 of this Agreement shall be exempt from or in compliance with Rule 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder.
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HEADINGS; RELATION TO OTHER AGREEMENTS; MODIFICATIONS. Employee understands and agrees that the headings in this Release Agreement have been inserted for convenience of reference only and do not in any way restrict or modify any of its terms or provisions. Employee understands that this Release Agreement, along with the Separation Agreement and Release between the parties dated December 17, 2015 (the “Separation Agreement”) and, to the extent set forth in the Separation Agreement, the letter agreement between the parties dated January 17, 2012, set forth the entire agreement between the parties and supersede any and all prior representations, agreements, understandings and other statements, written or oral, between the parties about the subjects in them.
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Related to HEADINGS; RELATION TO OTHER AGREEMENTS; MODIFICATIONS

  • Relationship to Other Agreements Subject to the limitations set forth below, in the event of any actual or alleged conflict between the provisions of this Award Agreement and (i) any other agreement regarding your employment with the Employer (“Employment Agreement”), or (ii) any prior agreement or certificate governing any award of a direct or indirect equity interest in the Company (the documents described in clauses (i) and (ii) hereof being collectively referred to as the “Other Agreements”), the provisions of this Award Agreement shall control and, to the extent of any conflict, be deemed to amend such Other Agreements. Notwithstanding the foregoing, in the event that the Notice Period referred to in Paragraph 5 or the Nondisclosure Period or Covenant Period referred to in Paragraph 6 of this Award Agreement is shorter in duration than that provided in an Employment Agreement, the Notice Period, Nondisclosure Period or Covenant Period (as applicable) set forth in the Employment Agreement shall apply.

  • Waivers; Other Agreements No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

  • Effect on Other Agreements The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement of the Employer (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement is more favorable to the Executive.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Modification Agreements The Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of partial or full release or discharge, or any other document contemplated by this Servicing Agreement and other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Company shall promptly execute any such documents on request of the Servicer) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. A partial release pursuant to this Section 3.05 shall be permitted only if the Combined Loan-to-Value Ratio for such Mortgage Loan after such partial release does not exceed the Combined Loan-to-Value Ratio for such Mortgage Loan as of the Cut-Off Date. Any fee collected by the Servicer or the related Subservicer for processing such request will be retained by the Servicer or such Subservicer as additional servicing compensation.

  • No Defaults on Other Agreements Except as disclosed to the Bank Parties in writing or as disclosed in General Partner’s SEC Reports existing as of the date hereof, Borrower, to the best of its knowledge, is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any partnership, trust or other restriction which is likely to result in a Material Adverse Change. To the best of its knowledge, Borrower is not in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument which is likely to result in a Material Adverse Change.

  • Modifications to Agreement This Amended and Restated Option Agreement may not be altered, modified, changed or discharged, except by a writing signed by or on behalf of both the Company and the Grantee.

  • Authorization; Other Agreements The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

  • Conflict with Other Agreements; Amendments As of the date hereof, there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Designated Account or any security entitlements or other financial assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgor have not and will not enter into any other agreement with respect to (i) creation or perfection of any security interest in or (ii) control of security entitlements maintained in any of the Designated Accounts or purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to any Account Property held in or credited to any Designated Account as set forth in Section 3 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

  • Defaults Under Other Agreements The occurrence of a default or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor.

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