Common use of Xxxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereof. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term and the Employment Period.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay Xxxxxxent may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereof. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term and the Employment Period.

Xxxxxxxxxxxxx. 00.0 Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay xxxxxxion of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer officers as may be specifically designated by the Board and the NYSEG Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii)respectively. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either any party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive of Energy East, the expiration Company or the Executive which by their nature and terms require satisfaction after the end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay Xgreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereof. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term and the Employment Period.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay Xxxxement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive of either the expiration Company or the Executive which by their nature and terms require satisfaction after the end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay 16.1 No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer officers as may be specifically designated by the Board and the NYSEG Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii)respectively. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either any party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive of Energy East, the expiration Company or the Executive which by their nature and terms require satisfaction after the end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.

Xxxxxxxxxxxxx. 00.0 Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer officers as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either any party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations under this Agreement of the Company and or the Executive under this Agreement shall survive which by their nature and terms require satisfaction after the expiration end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.

Xxxxxxxxxxxxx. 00.0 Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay xxxxxsion of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer officers as may be specifically designated by the Board and the NYSEG Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii)respectively. No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either any party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive of Energy East, the expiration Company or the Executive which by their nature and terms require satisfaction after the end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay xhis Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company Company's Secretary to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereof. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term and the Employment Period.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay 00.0 Xo provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer officers as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either any party hereto at any time of any breach by the any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either any party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations under this Agreement of the Company and or the Executive under this Agreement shall survive which by their nature and terms require satisfaction after the expiration end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay Xxcept as otherwise specifically provided in Section 12.2 below, no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party which are not expressly set party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that the Executive's employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive other than for Good Reason; and provided further that all agreements otherwise superseded by this Agreement. Agreement shall be automatically reinstated with full force and effect to the extent this Agreement is terminated or otherwise rendered inapplicable or amended in accordance with Section 12.2 hereof The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofTexas. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and the Employment Period7 hereof) shall survive such expiration.

Xxxxxxxxxxxxx. Xx xxxxxxxxx xx xxxx Xxxxxxxxx xay xxxxxxxon of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge (i) is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board, or (ii) is (a) approved by such officer as may be specifically designated by the Board, (b) effective only in respect of any Change in Control resulting from the proposed merger transaction involving the Company, IES Industries Inc. and WPL Holdings, Inc., and (c) applicable to all members of the senior management of the Company who have executed an agreement substantially similar to this Agreement. In respect of any proposed waiver, modification, or discharge which meets the conditions specified above in Section 11(ii), the Executive hereby irrevocably appoints the Chairman of the Board of the Company to be the Executive's attorney-in-fact for the limited purpose of entering into, on behalf of the Executive, any form of waiver, modification or discharge necessary to effect any such waiver, modification or discharge meeting the conditions of this Section 11(ii). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Iowa without regard to the principles of conflict of laws thereofNew York. All references to sections of the Exchange Act or the Code (or the rules and/or regulations under either) shall be deemed also to refer to and include any successor provisions to such sections. Any There shall be withheld from any payments provided for hereunder shall any amounts required to be paid net of any applicable withholding required withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The rights and obligations of the Company and the Executive under this Agreement shall survive of either the expiration Company or the Executive which by their nature and terms require satisfaction after the end of the Term (or after the end of the Change-in-Control Protective Period) shall survive such event and the Employment Periodshall remain binding upon such party.