NWL definition
Examples of NWL in a sentence
Without limiting the foregoing, the Executive’s right to receive payments under this Agreement shall not be assignable or transferable, whether by pledge, creation of a security interest, or otherwise, other than a transfer by his will or by the laws of descent or distribution, and, in the event of any attempted assignment or transfer by the Executive contrary to this Section, NWL shall have no liability to pay any amount so attempted to be assigned or transferred.
NWL shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of NWL, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that NWL would be required to perform if no such succession had taken place.
If the event described above occurs during the second year following the Change in Control, then, effective as of the termination date, the Executive shall be subject to the terms of any noncompetition agreement with NWL previously entered into for one year thereafter.
The results of any arbitration shall be conclusive on both parties and shall not be subject to judicial interference or review on any ground whatsoever, including without limitation any claim that NWL was wrongfully induced to enter into this Agreement to arbitrate such a dispute.
If there has been a Change in Control and any dispute arises between the Executive and NWL as to the validity, enforceability, and/or interpretation of any right or benefit afforded by this Agreement, at the Executive’s option, such dispute shall be resolved by binding arbitration proceedings in accordance with the rules of the American Arbitration Association.
On or before the Executive’s termination of employment with NWL, the Executive shall deliver to NWL any and all confidential information in his possession.
No provisions of this Agreement may be amended unless such amendment is agreed to in writing signed by the Executive and NWL.
Failure of NWL to obtain such assumption and agreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle the Executive to compensation from NWL in the same amount and on the same terms as the Executive would be entitled to had NWL terminated the Executive for any reason other than cause or incapacity on the succession date (and assuming a Change in Control had occurred prior to such succession date).
If the Executive terminates his employment with NWL for a reason described in Section 3(a)(2) above during the first year following the Change in Control, or if NWL terminates the Executive’s employment other than for a reason described in Section 3(b) above during such first year, then, effective as of the termination date, the Executive shall cease to be subject to the terms of any noncompetition agreement with NWL previously entered into.
NWL shall be precluded from asserting that such rights and/or benefits are not valid, binding, and enforceable and shall stipulate before such arbitrators that NWL is bound by all the provisions of this Agreement.