Grouped Into 729 Collections of Similar Clauses From Business Contracts
This page contains Counterparts clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one agreement. This Agreement may be executed electronically and executed copies hereof may be delivered by facsimile, email or similar electronic means and upon receipt will be deemed originals and binding upon the parties hereto, regardless of whether originals are delivered thereafter.
Counterparts. This Agreement Assignment may be executed in two or more counterparts, each of which will constitute shall be deemed an original, but all of which, when taken together, will which together shall constitute but one agreement. This Agreement may be executed electronically and executed the same instrument. Executed copies hereof may be delivered by facsimile, email or similar electronic means and upon receipt will be deemed originals and binding upon the parties hereto, regardless of whether origin...als are delivered thereafter. View More
Counterparts. This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, in addition to electronically produced signatures, "electronic signature" shall include electronically scanned and transmitted versions (e.g., via PDF and/or DocuSign) of an original signature. This Agreement may be executed in multiple counterparts (which counterparts may be executed and... delivered by PDF, DocuSign, or another file sent by email) which shall together constitute a single document. Any executed counterpart of this Agreement delivered by PDF, DocuSign or another file sent by email shall be equally effective as an original counterpart for all purposes. (Signatures on following page) EXECUTED as an instrument under seal as of the date first above-written. -7- LANDLORD: PPF OFF 100 CAMBRIDGE PARK DRIVE, LLC, a Delaware limited liability company By:PPF OFF Cambridge Park Holdings, LLC, a Delaware limited liability company, its member By:PPF MASS REIT, LLC, a Delaware limited liability company, its member By:PPF OP, LP, a Delaware limited partnership, its sole member By:PPF OPGP, LLC, a Delaware limited liability company, its general partner By:Prime Property Fund, LLC, a Delaware limited liability company, its sole member By:Morgan Stanley Real Estate Advisor, Inc., a Delaware corporation, its Investment Adviser By:/s/ Jennie Pries Friend____________ Name:Jennie Pries Friend Title:Managing Director TENANT: VOR BIOPHARMA, INC., a Delaware corporation By:/s/ Robert Ang_____________ Name:Robert Ang Title:CEO -8- EXHIBIT A-5 Floor Plan for First Floor Expansion Premises A-5-1 EXHIBIT D, FIRST AMENDMENT Work letter This Work Letter sets forth the terms and conditions relating to the construction of the initial tenant improvements in the First Floor Expansion Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the First Floor Expansion Premises, in sequence, as such issues will arise during the actual construction of the First Floor Expansion Premises. All references in this Work Letter to Articles or Sections of "the Amendment" shall mean the First Amendment to Lease to which this Work Letter is attached; all references in this Work Letter to "the Lease" shall mean the relevant portion of the Lease (as defined in the First Amendment to Lease to which this Work Letter is attached); and all references in this Work Letter to Sections of "this Work Letter" shall mean the relevant portion of this Work Letter. The Landlord's First Floor Expansion Premises TI Work shall be performed in a first-class, workmanlike manner.View More
Counterparts. This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, in addition to electronically produced signatures, "electronic signature" shall include electronically scanned and transmitted versions (e.g., via PDF and/or DocuSign) of an original signature. This Agreement may be executed in multiple counterparts (which counterparts may be executed and... delivered by PDF, DocuSign, or another file sent by email) which shall together constitute a single document. Any executed counterpart of this Agreement delivered by PDF, DocuSign or another file sent by email shall be equally effective as an original counterpart for all purposes. (Signatures on following page) -12- EXECUTED as an instrument under seal as of the date first above-written. -7- LANDLORD: PPF OFF 100 CAMBRIDGE PARK DRIVE, LLC, a Delaware limited liability company By:PPF OFF Cambridge Park Holdings, LLC, a Delaware limited liability company, its member By:PPF MASS REIT, LLC, a Delaware limited liability company, its member By:PPF OP, LP, a Delaware limited partnership, its sole member By:PPF OPGP, LLC, a Delaware limited liability company, its general partner By:Prime Property Fund, LLC, a Delaware limited liability company, its sole member By:Morgan Stanley Real Estate Advisor, Inc., a Delaware corporation, its Investment Adviser By:/s/ Jennie Pries Friend____________ Friend___________ Name:Jennie Pries Friend Title:Managing Director TENANT: VOR BIOPHARMA, INC., a Delaware corporation By:/s/ Robert Ang_____________ Ang____________ Name:Robert Ang Title:CEO -8- -13- EXHIBIT A-5 A-6 Floor Plan for First Third Floor Expansion Premises A-5-1 A-7-1 EXHIBIT D, FIRST SECOND AMENDMENT Work letter This Work Letter sets forth the terms and conditions relating to the construction of the initial tenant improvements in the First Third Floor Expansion Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the First Third Floor Expansion Premises, in sequence, as such issues will arise during the actual construction of the First Third Floor Expansion Premises. All references in this Work Letter to Articles or Sections of "the Amendment" shall mean the First Second Amendment to Lease to which this Work Letter is attached; all references in this Work Letter to "the Lease" shall mean the relevant portion of the Lease (as defined in the First Second Amendment to Lease to which this Work Letter is attached); and all references in this Work Letter to Sections of "this Work Letter" shall mean the relevant portion of this Work Letter. The Landlord's First Third Floor Expansion Premises TI Work shall be performed in a first-class, workmanlike manner. Without limiting the foregoing, Landlord will be performing Landlord's First Floor Expansion Premises TI Work (as defined in the First Amendment) concurrent with the performance of the Landlord's Third Floor Expansion Premises TI Work, and the Maximum First Floor Allowance Amount (as defined in the First Amendment) and the Maximum Third Floor Allowance Amount shall be treated by Landlord and Tenant as one aggregate allowance for purposes of preparing budgets (including, without limitation, the First Floor Cost Proposal and the Third Floor Cost Proposal) and determining the amount, if any, of the First Floor Over Allowance Amount (as defined in the First Amendment) and/or the Third Floor Over Allowance Amount. View More
Counterparts. This Agreement may be executed in two or more counterparts (and may be executed and delivered via facsimile in two or more counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Counterparts. This Agreement may be executed in two or more counterparts (and may be executed and delivered via facsimile email in two or more counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument 1 Exhibit 10.28 4. Miscellaneous. This Amendment shall be subject to the governing law and dispute resolution provisions set forth in Article X of the Agreement.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument 1 Exhibit 10.28 4. Miscellaneous. This Amendment shall be subject to the governing law and dispute resolution provisions set forth in Article X of the Agreement.
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. 4 14. No Waiver. Other than as specifically set forth in Sections 2 and 3, not...hing contained in this Agreement shall be construed as an amendment or waiver by Administrative Agent or Lenders of any covenant or provision of the Loan Agreement, the other Basic Documents, this Agreement, or of any other contract or instrument among the Borrower, Lenders and Administrative Agent, and the failure of Lenders and Administrative Agent at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Administrative Agent to thereafter demand strict compliance therewith. Administrative Agent and Lenders hereby reserve all rights granted to each of them under the Loan Agreement, the other Basic Documents, this Agreement and any other contract or instrument among the Borrower and any one or more of Administrative Agent and Lenders.View More
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. 4 14. 5 13. No Waiver. Other than as specifically set forth in Sections 2 and ...3, Article 2, nothing contained in this Agreement shall be construed as an amendment or waiver by Administrative Agent or Lenders of any covenant or provision of the Loan Agreement, the other Basic Credit Documents, this Agreement, or of any other contract or instrument among the Borrower, Credit Parties, Lenders and Administrative Agent, and the failure of Lenders and Administrative Agent at any time or times hereafter to require strict performance by Borrower the Credit Parties of any provision thereof shall not waive, affect or diminish any right of Administrative Agent to thereafter demand strict compliance therewith. Administrative Agent and Lenders hereby reserve all rights granted to each of them under the Loan Agreement, the other Basic Credit Documents, this Agreement and any other contract or instrument among the Borrower Credit Parties and any one or more of Administrative Agent and Lenders. View More
Counterparts. This Amendment may be signed in two or more counterparts (including by means of telecopied signature pages) any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
Counterparts. This Amendment Agreement may be signed executed in two or more counterparts (including by means of telecopied facsimile or pdf signature pages) pages), any one of which need not contain the signature signatures of more than one party, but all such counterparts taken together shall will constitute one and the same agreement.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. 12 15. Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto and the provisions of Section 8, this Agreement shall be construed in accordance with the laws of the Stat...e of New York. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act and the Advisers Act. In such case, to the extent the applicable laws of the State of New York or any of the provisions herein conflict with the provisions of the 1940 Act or the Advisers Act, the latter shall control. Any reference in this Agreement to a statute or provision of the 1940 Act shall be construed to include any successor statute or provision to such statute or provision and any reference to any rule promulgated under the Advisers Act shall be construed to include any successor promulgated rule.View More
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. 12 10 15. Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto and the provisions of Section 8, Sections 8 and 9, this Agreement shall be construed in accordance with... the laws of the State of New York. York without giving effect to any conflicts of laws principles thereof. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act and the Advisers Act. In such case, to the extent the applicable laws of the State of New York or any of the provisions herein conflict with the provisions of the 1940 Act or the Advisers Act, the latter shall control. Any reference in this Agreement to a statute or provision of the 1940 Act shall be construed to include any successor statute or provision to such statute or provision and any reference to any rule promulgated under the Advisers Act shall be construed to include any successor promulgated rule. control. View More
Counterparts. This Agreement may be executed in two (2) or more counterparts either manually or by electronic or digital signature (including by facsimile or email transmission), each of which shall be deemed an original and all of which together shall constitute a single agreement.
Counterparts. This Agreement may be executed in two (2) or more counterparts either manually or by electronic or digital signature (including by facsimile or email transmission), each of which shall be deemed an original and all of which together shall constitute a single agreement.
Counterparts. This Amendment may be executed in two (2) or mare counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by electronic or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
Counterparts. This The Amendment may be executed in two (2) or mare more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed a signature page of this the Amendment by electronic or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. thereof.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 9 12. Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any of its age...nts, subsidiaries, Affiliates, executive officers or directors shall have breached this Section 12, neither it nor any of its respective agents, subsidiaries, Affiliates, executive officers or directors shall in any way publicly disparage, call into disrepute or otherwise defame or slander (as distinct from objective statements reflecting business criticism) the other Party or such other Party's subsidiaries, Affiliates, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement) or employees, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation thereof. For the avoidance of doubt, the foregoing shall not prevent the making of any factual statement, including, but not limited to, in connection with any compelled testimony or production of information by legal process, subpoena or as part of a response to a request for information from any governmental authority with purported jurisdiction over the Party from whom information is sought.View More
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 9 12. Mutual 12.Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as the other Party or any ...of its agents, subsidiaries, Affiliates, executive officers or directors shall have breached this Section 12, neither it nor any of its respective agents, subsidiaries, Affiliates, executive officers or directors shall in any way publicly disparage, call into disrepute or otherwise defame or slander (as distinct from objective statements reflecting business criticism) the other Party or such other Party's subsidiaries, Affiliates, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement) or employees, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation thereof. For the avoidance of doubt, the foregoing shall not prevent the making of any factual statement, including, but not limited to, in connection with any compelled testimony or production of information by legal process, subpoena or as part of a response to a request for information from any governmental authority with purported jurisdiction over the Party from whom information is sought. This Agreement supersedes the Prior Agreement, which is hereby null and void and of no further effect, and contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Summers Value. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to Summers Value, the prior written consent of the Company, and with respect to the Company, the prior written consent of Summers Value. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities. Unless otherwise mutually agreed in writing by each Party, this Agreement shall terminate at the end of the Standstill Period. Notwithstanding the foregoing, the provisions of Section 6 through Section 11 and this Section 13 shall survive the termination of this Agreement. No termination of this Agreement shall relieve any Party from liability for any breach of this Agreement prior to such termination. View More
