Michigan Uses in Miscellaneous Clause

Miscellaneous from Employment Agreement

THIS AGREEMENT (Agreement) is made as of July 26, 2007 by and between Syntel, Inc., 525 E. Big Beaver, Suite 300, Troy, MI 48083 (SYNTEL) and Narendar Reddy Gangidi (EMPLOYEE). In consideration of the mutual promises and covenants herein contained, SYNTEL and EMPLOYEE agree as follows:

Miscellaneous. This Agreement contains the entire agreement of the parties and SYNTEL shall not be bound by any other different, additional, or further agreements or understandings except as consented to in writing by the Chief Administrative Officer or Director, Human Resources of SYNTEL. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No amendment hereof shall be effective unless contained in a written instrument signed by the parties hereto. No delay or omission by either party to exercise any right or power under this Agreement shall impair such right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants to be performed by the other party or of any breach shall not be construed to be a waiver of any succeeding breach or of any other covenant. If any portion of any provision of the Agreement is declared invalid, the offending portion of such provision shall be deemed severable from such provision and the remaining provisions of the Agreement, which shall remain in full force and effect. EMPLOYEE shall not assign or transfer this Agreement without the prior written consent of SYNTEL. EMPLOYEEs employment with SYNTEL is at will and may be terminated by SYNTEL at any time with or without cause, and with or without notice. All rights and remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other rights or remedies available to either party at law, in equity, or otherwise. Paragraphs 2, 3, 6, 7, 8, 9, 10, 11, 12, and 13 of this Agreement shall survive termination of this Agreement and EMPLOYEEs employment with SYNTEL. The parties submit to the jurisdiction and venue of the circuit court for the County of Oakland, State of Michigan or, if original jurisdiction can be established, the United States District Court for the Michigan (organization) values">Eastern District of Michigan with respect to: a) disputes, controversies, or claims arising out of EMPLOYEES failure to abide by Paragraphs 6, 7, and/or Exhibit A Confidential Information of this Agreement, b) claims initiated by SYNTEL pursuant to Paragraph 10 of this Agreement, and c) the enforcement of any awards or relief granted pursuant to the dispute resolution procedures set forth in Paragraph 11 of this Agreement. The parties stipulate that the venues referenced in this Agreement are convenient. This Agreement shall be construed under and in accordance with the laws of the State of Michigan.

MISCELLANEOUS from Settlement Agreement and Mutual Release

This Settlement Agreement and Mutual Release (''Agreement"), by and between Grace Rich Limited, a Hong Kong corporation having a principal place of business c/o 354 lndusco Ct., Troy, MI 48083 ("Grace Rich"), SAAMABA, LLC, a Michigan limited liability corporation having a principal place of business at 354 Indusco Ct., Troy, MJ 48083 ("SAAMABA"), and Scio Diamond Technology Corporation, a Nevada corporation having a principal place of business at 411 University Ridge, Suite D, Greenville SC 29601 ("Scio") (together, the "Parties"), is effective as of the date all Parties have executed this Agreement by signing below (the "Effective Date").

MISCELLANEOUS. This Agreement binds and benefits the Parties, their heirs, executors, administrators, successors, assigns, parents, affiliates, members, subsidiaries, officers, agents, servants, employees, distributors, licensees, affiliates, subsidiaries, attorneys, and all other persons who are in active concert or participation with them and receive actual notice of these provisions. Disputes arising out of this Agreement or concerning the subject matter thereof may not be brought in any court, tribunal, or forum other than a state or federal court in the State of Michigan, and shall be governed by Michigan law except with respect to its choice of law principles. This Agreement is the entire agreement between the Parties; it supersedes any prior agreements or understandings between the Parties, as to the subject matter of this Agreement, whether written or verbal, and may only be modified by a writing signed by the Parties. This Agreement may be executed in counterparts. Digital copies of the Agreement shall be as binding as an original hard copy.

Miscellaneous from Settlement Agreement and Mutual Release

This FIRST AMENDED SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is dated as of November 22, 2016 ("Effective Date"), by and between Grace Rich Limited, a Hong Kong corporation having a principal place of business c/o 354 Indusco Ct., Troy, MI 48083 ("Grace Rich"), SAAMABA, LLC, a Michigan limited liability company having a principal place of business at 354 Indusco Ct., Troy, MI 48083 ("SAAMABA"), and Scio Diamond Technology Corporation, a Nevada corporation having a principal place of business at411 University Ridge, Suite D, Greenville SC 29601 ("Scio") (together, the "Parties").

Miscellaneous. This Agreement binds and benefits the Parties, their heirs, executors, administrators, successors, assigns, parents, affiliates, members, subsidiaries, officers, agents, servants, employees, distributors, licensees, affiliates, subsidiaries, attorneys, and all other persons who are in active concert or participation with them and receive actual notice of these provisions. By affixing their signatures below, the Parties to this Agreement acknowledge that they understand the modification under this Agreement and agree to be bound by its terms and all terms of the Original Settlement previously executed. Disputes arising out of this Agreement or concerning the subject matter thereof may not be brought in any court, tribunal, or forum other than a state or federal court in the State of Michigan, and shall be governed by Michigan law except with respect to its choice of law principles. This Agreement is the entire agreement between the Parties; it supersedes any prior agreements or understandings between the Parties, as to the subject matter of this Agreement, whether written or verbal, and may only be modified by a writing signed by the Parties. This Agreement may be executed in counterparts. Digital copies of the Agreement shall be as binding as an original hard copy.

Miscellaneous from Severance Agreement

THIS AGREEMENT, executed on , 2016, is made by and between Covisint Corporation, a Michigan corporation (the "Company"), and (the "Employee"). This Severance Agreement supersedes and replaces any prior Severance Agreement between the Company and Employee.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer as may be specifically designated by the Company Board. 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. 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. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to 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 Employee has agreed. The obligations of the Company and the Employee under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 3 hereof) shall survive such expiration.

Miscellaneous from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into, as of August 3, 2016 (the "Effective Date"), by and among Perrigo Company plc, a public limited company incorporated in Ireland ("Parent"), Perrigo Management Company, a Michigan corporation and a subsidiary of Parent (the "Company"), and John T. Hendrickson ("Executive").

Miscellaneous. (a) Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without reference to principles of conflict of laws. The parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Allegan or Kent Counties, Michigan with respect to any dispute arising out of or relating to this Agreement or the Release, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. Following a Change in Control, the Company (including any successor to the Company following a Change in Control) shall reimburse Executive for all reasonable legal fees and expenses incurred by Executive in seeking to obtain or enforce any right or benefit provided under this Agreement, provided that Executive substantially prevails on at least one material issue.(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:If to Executive: To the most recent address on file with the Company.If to Parent:Perrigo Company plcTreasury BuildingLower Grand Canal StreetDublin 2 IrelandAttention: General CounselIf to the Company:Perrigo Management Company515 Eastern AvenueAllegan, Michigan 49010Attention: General Counsel Senior Vice President of Global Human Resourcesor to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.(c) Acknowledgements. Prior to execution of this Agreement, Executive was advised by Parent and the Company of Executive's right to seek independent advice from an attorney of Executive's own selection regarding this Agreement. Executive acknowledges that he has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, officers, employees or agents of Parent or the Company that are not expressly set forth herein, and that Executive is relying only upon Executive's own judgment and any advice provided by Executive's attorney.(d) Cooperation. Executive agrees that upon the reasonable request of Parent or its Affiliates following Executive's termination of employment, Executive shall use reasonable efforts to assist and cooperate with Parent or its Affiliates in connection with the defense or prosecution of any claim that may be made against or by Parent or its Affiliates, or in connection with any ongoing or future investigation or dispute or claim of any kind involving Parent or its Affiliates, including any proceedings before any arbitral, administrative, regulatory, judicial, legislative or other body or agency. Executive will be entitled only to reimbursement for any reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance.(e) Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.(f) Survivability. The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive's employment or this Agreement (including the terms of Sections 5, 7 and 10) shall so survive such termination; provided that, the post-employment covenants contained in Sections 7(c), 7(d) and 7(e) shall not survive a termination of Executive's employment at or following the end of the Employment Period in accordance with the first t

Miscellaneous from Separation Agreement and General Release

This SEPARATION AGREEMENT AND GENERAL RELEASE (Agreement), dated as of April 4, 2016, is by and between David A. Crittenden (Crittenden) and Universal Truckload Services, Inc., a Michigan corporation (the Company).

Miscellaneous. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. The parties acknowledge and agree that this Agreement does not constitute, is not intended to be, and shall not be construed, interpreted, or treated in any respect as an admission of liability or wrongdoing for any purposes whatsoever. This Agreement, together with the provisions of the Employment Agreement that are incorporated by reference into this Agreement, contains all of the understandings and agreements between Crittenden and the Company regarding the subject matter hereof, and supersedes all earlier negotiations and understandings, written or oral. This Agreement may not be modified except by written instrument signed by both Crittenden and Company. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Michigan.

Miscellaneous from Severance Agreement

WHEREAS, the Company considers it essential to the best interests of its business to foster the continued employment of key personnel; and

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer as may be specifically designated by the Company Board. 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. This Agreement supersedes any other agreements or representa-tions, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to 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 Employee has agreed. The obligations of the Company and the Employee under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 3 hereof) shall survive such expiration.

Miscellaneous from Security Agreement

THIS SECURITY AGREEMENT is made and entered into as of the 24th day of June, 2015 by Studioplex City Rentals LLC, a Georgia limited liability company, with its principal place of business located at 135 Goshen Road, Suite 205, Rincon, GA 31326 ("Debtor") in favor of Loeb Term Solutions LLC, an Illinois limited liability company, with its principal place of business located at 4131 S. State Street, Chicago, IL 60609 ("Secured Party").

Miscellaneous. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. This Agreement shall be governed by and construed in accordance with the law of the State of Michigan and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof waived orally but only by an instrument in writing signed by Secured Party and, in the case of an amendment, by Debtor and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Agreement shall be governed by and construed in accordance with the law of the State of Michigan, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the law of a jurisdiction other than the State of Michigan. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Each party acknowledges that is has reviewed this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. This Security Agreement may be assigned by Secured Party to a third party in connection with an assignment of the Obligations, and the Debtor consents to such assignment and agrees that this Security Agreement will be in favor of the assignee(s) upon assignment, without any defenses, counterclaims or setoffs of any kind whatsoever. CONFIDENTIAL

Miscellaneous from Severance Agreement

THIS SEVERANCE AGREEMENT, dated June 6, 2014, (the "Agreement"), is made by and between Compuware Corporation, a Michigan corporation (the "Company"), and Robert C. Paul (the "Executive").

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. 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. 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, including the Prior Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to 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 obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 hereof) shall survive such expiration.

Miscellaneous from Severance Agreement

THIS SEVERANCE AGREEMENT, dated June 6, 2014, (the "Agreement"), is made by and between Compuware Corporation, a Michigan corporation (the "Company"), and Joseph R. Angileri (the "Executive").

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. 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. 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, including the Prior Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to 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 obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 hereof) shall survive such expiration.