Common use of Representations and Governing Law Clause in Contracts

Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written, except for the [list key employee, non competition, option or confidentiality agreements] entered into by the Company and Officer, and the Acceleration Agreement, which remain in full force and effect. This Agreement may not be modified, altered or rescinded except upon written consent of the Company and Officer. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and the Officer and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Officer fails to comply with Sections 3, 4, and 5 hereof and that damages will not be readily ascertainable, and that in the event of such failure, the Officer shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this Agreement. If the Officer breaches any of his/her obligations hereunder, he/she shall forfeit all right to payments pursuant to Section 1.

Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written, except for the [list key employee, non non-competition, option or confidentiality agreements] entered into by the Company and OfficerExecutive, and the Acceleration Severance Agreement, which remain in full force and effect. This Agreement may not be modified, altered or rescinded except upon written consent of the Company and OfficerExecutive. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and the Officer Executive and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Officer Executive fails to comply with Sections 3, 4, and 5 hereof and that damages will not be readily ascertainable, and that in the event of such failure, the Officer Executive shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this Agreement. If the Officer Executive breaches any of his/her his obligations hereunder, he/she he shall forfeit all right to payments pursuant to Section 1.

Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written, except for the [list key employee, non non-competition, option or confidentiality agreements] entered into by the Company and Officer, and the Acceleration Agreement, which remain in full force and effect. This Agreement may not be modified, altered or rescinded except upon written consent of the Company and Officer. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and the Officer and their respective heirs, successors and assigns. The parties agree that the Company will not have an adequate remedy if the Officer fails to comply with Sections 3, 4, and 5 hereof and that damages will not be readily ascertainable, and that in the event of such failure, the Officer shall not oppose any application by the Company requiring a decree of specific performance or an injunction enjoining a breach of this Agreement. If the Officer breaches any of his/her obligations hereunder, he/she shall forfeit all right to payments pursuant to Section 1.