Common use of MISCELLANEOUS AND CONSTRUCTION Clause in Contracts

MISCELLANEOUS AND CONSTRUCTION. Except as otherwise specifically provided herein, this Agreement: A. and any benefits or obligations herein may not be assigned or delegated by Executive (but may be so assigned or delegated by the Company); B. together with Confidentiality Agreement and the Company’s equity incentive plans, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No future agreements between the Company and Executive may supersede this Agreement, unless they are in writing and specifically mention this Section VIII.B.; C. may be amended or modified only by a written amendment or modification signed by the Company and Executive; D. is made in, and shall be construed under the laws of, the State of California (with the exception of its conflict of laws provisions); E. inures to the benefit of, and is binding upon, the permitted successors, assigns, distributees, personal representatives, heirs and other successors-in-interest to and of the parties hereto; F. shall not be interpreted by reference to any of the captions or headings of the paragraphs herein, which captions or headings have been inserted for convenience purposes only; G. shall be fully effectuated in accordance with its tenor, effect and purposes by each of the parties hereto by executing such further documents or taking such other actions as may be reasonably requested by the other party hereto; H. shall be interpreted, as to its remaining provisions, to be fully lawful and operative, to the extent reasonably required to fulfill its principal tenor, effect and purposes, in the event that any provision either is found by any court of competent jurisdiction to be unlawful or inoperative or violates any statutory or legal requirement, and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; and I. may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

MISCELLANEOUS AND CONSTRUCTION. Except as otherwise specifically provided herein, this Agreement: A. and any benefits or obligations herein may not be assigned or delegated by Executive (but may be so assigned or delegated by the Company); B. together with Confidentiality Agreement Agreement, and the Company’s equity incentive plansPurchase Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No future agreements between the Company and Executive may supersede this Agreement, unless they are in writing and specifically mention this Section VIII.B.XII.B.; C. may be amended or modified only by a written amendment or modification signed by the Company and Executive; D. is made in, and shall be construed under the laws of, the State of California Missouri (with the exception of its conflict of laws provisions). Subject to Section VI of this Agreement, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the State of Missouri, County of Platte. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue; E. inures to the benefit of, and is binding upon, the permitted successors, assigns, distributees, personal representatives, heirs and other successors-in-interest to and of the parties hereto; F. shall not be interpreted by reference to any of the captions or headings of the paragraphs herein, which captions or headings have been inserted for convenience purposes only; G. shall be fully effectuated in accordance with its tenor, effect and purposes by each of the parties hereto by executing such further documents or taking such other actions as may be reasonably requested by the other party hereto; H. shall be interpreted, as to its remaining provisions, to be fully lawful and operative, to the extent reasonably required to fulfill its principal tenor, effect and purposes, in the event that any provision either is found by any court of competent jurisdiction to be unlawful or inoperative or violates any statutory or legal requirement, and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; and I. may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

MISCELLANEOUS AND CONSTRUCTION. Except as otherwise specifically provided herein, this Agreement: A. and any benefits or obligations herein may not be assigned or delegated by Executive (but may be so assigned or delegated by the Company); B. together with Confidentiality Agreement Agreement, the Plan and the Company’s equity incentive plansAward Agreements, and the Purchase Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No future agreements between the Company and Executive may supersede this Agreement, unless they are in writing and specifically mention this Section VIII.B.XII.B.; C. may be amended or modified only by a written amendment or modification signed by the Company and Executive; D. is made in, and shall be construed under the laws of, the State of California Missouri (with the exception of its conflict of laws provisions). Subject to Section VI of this Agreement, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the State of Missouri, County of Platte. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue; E. inures to the benefit of, and is binding upon, the permitted successors, assigns, distributees, personal representatives, heirs and other successors-in-interest to and of the parties hereto; F. shall not be interpreted by reference to any of the captions or headings of the paragraphs herein, which captions or headings have been inserted for convenience purposes only; G. shall be fully effectuated in accordance with its tenor, effect and purposes by each of the parties hereto by executing such further documents or taking such other actions as may be reasonably requested by the other party hereto; H. shall be interpreted, as to its remaining provisions, to be fully lawful and operative, to the extent reasonably required to fulfill its principal tenor, effect and purposes, in the event that any provision either is found by any court of competent jurisdiction to be unlawful or inoperative or violates any statutory or legal requirement, and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; and I. may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.