Grouped Into 82 Collections of Similar Clauses From Business Contracts
This page contains General Provisions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The invalidity or unenforceabi...lity of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.View More
General Provisions. This Agreement constitutes Each of the entire agreement parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks... in light of the ability of the parties to this Agreement investigate the Company, its affairs and supersedes all prior written or oral its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and all contemporaneous oral agreements, understandings the Prospectus (and any amendments and negotiations with respect supplements to the subject matter hereof. This Agreement may not be amended or modified unless in writing foregoing), as contemplated by all of the parties hereto, Securities Act and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Exchange Act. View More
General Provisions. This Agreement constitutes Each of the entire agreement parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fair...ly allocate the risks in light of the ability of the parties to this Agreement investigate the Company, its affairs and supersedes all prior written or oral its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and all contemporaneous oral agreements, understandings the Prospectus (and any amendments and negotiations with respect supplements to the subject matter hereof. This Agreement may not be amended or modified unless in writing foregoing), as contemplated by all of the parties hereto, Securities Act and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Exchange Act. View More
General Provisions. This Agreement constitutes Each of the entire agreement parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fair...ly allocate the risks in light of the ability of the parties to this Agreement investigate the Company, its affairs and supersedes all prior written or oral its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and all contemporaneous oral agreements, understandings the Prospectus (and any amendments and negotiations with respect supplements to the subject matter hereof. This Agreement may not be amended or modified unless in writing foregoing), as contemplated by all of the parties hereto, Securities Act and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Exchange Act. View More
General Provisions. A. Borrower must sign all documents necessary at any time to comply with the Loan. B. Borrower's execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized to do so on behalf of Borrower. C. This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note.... The liabilities secured by any existing or future security instrument in favor Lender shall not include this Note. D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F. If any part of this Note is unenforceable, all other parts remain in effect. G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. H. Borrower's liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of amounts paid by SBA. I. Lender reserves the right to modify the Note Amount based on documentation received from Borrower.View More
General Provisions. A. Borrower must sign all documents necessary at any time to comply with the Loan. B. Borrower's execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized to do so on behalf of Borrower. C. This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note.... The liabilities secured by any existing or future security instrument in favor Lender shall not include this Note. D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F. If any part of this Note is unenforceable, all other parts remain in effect. DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19 By: Printed Name: Title: Date Signed: DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19 G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. H. Borrower's liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of amounts paid by SBA. I. Lender reserves the right to modify the Note Amount based on documentation received from Borrower. View More
General Provisions. A. Borrower must sign all documents necessary at any time to comply with the Loan. B. Borrower's execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized to do so on behalf of Borrower. C. This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note.... The liabilities secured by any existing or future security instrument in favor Lender shall not include this Note. D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F. If any part of this Note is unenforceable, all other parts remain in effect. G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. DocuSign Envelope ID: 78OB88BE-9794-4A1D-BCF9-220F69AC04C3 H. Borrower's liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of amounts paid by SBA. I. Lender reserves the right to modify the Note Amount based on documentation received from Borrower. View More
General Provisions. A. Borrower A.All individuals and entities signing this Note are jointly and severally liable. B.Borrower waives all suretyship defenses. C.Borrower must sign all documents necessary at any time to comply with the Loan. B. Borrower's execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized Loan Documents and to do so enable Lender to acquire, perfect, or maintain Lender's liens on behalf of Borrower. C. This N...ote shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note. The liabilities secured by any existing or future security instrument in favor Lender shall not include this Note. D. Lender Collateral. D.Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower E.Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F. If E.If any part of this Note is unenforceable, all other parts remain in effect. G. To F.To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. H. Borrower's liability under this Note will continue Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale. MATTERS REGARDING INTEREST TO BE CHARGED BY LENDER AND THE EXPORTATION OF INTEREST SHALL BE GOVERNED BY FEDERAL LAW (INCLUDING WITHOUT LIMITATION 12 U.S.C. SECTIONS 85 AND 1831(u) AND THE LAW OF THE STATE OF CALIFORNIA. Borrower agrees that any legal action or proceeding with respect to any amounts SBA of its obligations under this Note may pay Bank based on an SBA guarantee be brought by Lender in any state or federal court located in the State of California, as Lender in its sole discretion may elect. Borrower submits to and accepts in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of those courts. Borrower waives any claim that the State of California is not a convenient forum or the proper venue for any such suit, action or proceeding. The extension of credit that is the subject of this Note. Any agreement with Bank Note is being made by Lender in California. 7 11. BORROWER'S NAME(S) AND SIGNATURE(S). BORROWER CERTIFIES THAT THE INFORMATION PROVIDED IN THIS APPLICATION AND THE INFORMATION PROVIDED IN ALL SUPPORTING DOCUMENTS AND FORMS IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. BORROWER UNDERSTANDS THAT KNOWINGLY MAKING A FALSE STATEMENT TO OBTAIN A GUARANTEED LOAN FROM SBA IS PUNISHABLE UNDER THE LAW, INCLUDING UNDER 18 USC 1001 AND 3571 BY IMPRISONMENT OF NOT MORE THAN FIVE YEARS AND/OR A FINE OF UP TO $250,000; UNDER 15 USC 645 BY IMPRISONMENT OF NOT MORE THAN TWO YEARS AND/OR A FINE OF NOT MORE THAN $5,000; AND, IF SUBMITTED TO A FEDERALLY INSURED INSTITUTION, UNDER 18 USC 1014 BY IMPRISONMENT OF NOT MORE THAN THIRTY YEARS AND/OR A FINE OF NOT MORE THAN $1,000,000. By signing below, each individual or entity becomes obligated under which SBA may guarantee this Note does not create any third party rights or benefits as Borrower. Funds will be credit to your Deposit Account Number ending in: 1468 BORROWER: By: /s/ Jeremy Whitaker Name: Jeremy Whitaker Title: Authorized Signer Date: 4/21/20 8 EX-10.1 2 lantronix_ex1001.htm PPP PROMISSORY NOTE Exhibit 10.1 Silicon Valley Bank U.S. Small Business Administration Paycheck Protection Program Note SBA Loan No. 5518817107 SBA Loan Name Borrower Legal Name Lantronix, Inc. DBA Date 4/21/2020 Loan Amount $ 2437714 Interest Rate 1.0% Per Annum Borrower Lantronix, Inc. Operating Company Not applicable Lender Silicon Valley Bank 1. PROMISE TO PAY. In return for the Loan, Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower promises to pay to the order of Lender the amount of $2437714 Dollars, interest on the unpaid principal balance, and all other amounts paid required by SBA. I. Lender reserves the right to modify the Note Amount based on documentation received from Borrower. this Note. View More
General Provisions. (a)Executive acknowledges and agrees that, for purposes of Sections 5, 6, 7, 8, and 9 of this Agreement, the term "Company" shall include the Company's direct and indirect controlled subsidiaries and affiliates. Executive acknowledges and agrees that the type and periods 13 of restrictions imposed in Sections 5, 6, 7, 8, and 9 of this Agreement are fair, reasonable and no greater than necessary to protect the Company's legitimate business interests, and that such restrictions are intended solely... to protect the legitimate interests of the Company, including its Confidential Information, goodwill (client, customer, employee, and otherwise), and business interests, and shall not in any way prevent Executive from earning a livelihood or impose upon Executive undue hardship. Executive recognizes and agrees that the Company competes and provides its products and services worldwide, and that Executive's access to Confidential Information makes it both reasonable and necessary for the Company to restrict Executive's post-employment activities worldwide in any market in which the Company competes, and in which Executive's access to Confidential Information and other proprietary information could be used to the detriment of the Company and for which the Company would have no adequate remedy at law. In the event that any restriction set forth in this Agreement is determined by a court of competent jurisdiction to be overbroad or unenforceable with respect to scope, time (duration), or geographical coverage, Executive agrees that such restriction or restrictions shall be modified and narrowed, either by such court of competent jurisdiction, or by the Company, to the least extent possible under applicable law for such restriction or restrictions to be enforceable so as to preserve and protect the legitimate interests of the Company as described in this Agreement, and without negating or impairing any other restrictions or agreements set forth herein. (b)Executive acknowledges and agrees that should Executive breach any of the covenants, restrictions and agreements contained herein, irreparable loss and injury would result to the Company, monetary relief would not compensate for such breach, and damages arising out of such a breach would be difficult to fully ascertain. Executive therefore agrees that, in addition to any and all other remedies available at law or at equity, the Company shall be entitled to have the covenants, restrictions and agreements contained in Sections 5, 6, 7, 8, and 9 specifically enforced (including, without limitation, by temporary, preliminary, and permanent injunctions and restraining orders), without the need to post any bond or security, by any state or federal court in Miami-Dade County, Florida having equity jurisdiction, and Executive agrees to be subject to the jurisdiction of such court and hereby waives any objection to the jurisdiction or venue thereof. (c)Executive agrees that if the Company fails to take action to remedy any breach by Executive of this Agreement or any portion of the Agreement, such inaction by the Company shall not operate or be construed as a waiver of such breach or of any subsequent or other breach by Executive of the same or any other provision, agreement or covenant. (d)Executive acknowledges and agrees that the payments and benefits to be provided to Executive under this Agreement are provided as, and constitute sufficient and adequate, consideration for the covenants in Sections 5, 6, 7, 8, and 9 hereof.View More
General Provisions. (a)Executive acknowledges and agrees that, for purposes of Sections 5, 6, 7, 8, and 9 of this Agreement, the term "Company" shall include the Company's direct and indirect controlled subsidiaries and affiliates. (a) Executive acknowledges and agrees that the type and periods 13 of restrictions imposed in Sections 4, 5, 6, 7, 8, 6 and 9 7 of this Agreement are fair, reasonable fair and no greater than necessary to protect the Company's legitimate business interests, reasonable, and that such rest...rictions are intended solely to protect the legitimate interests of the Company, including its Confidential Information, goodwill (client, customer, employee, and otherwise), and business interests, and shall not in any way rather than to prevent Executive from earning a livelihood or impose upon Executive undue hardship. livelihood. Executive recognizes and agrees that the Company competes and provides its products and services worldwide, and that Executive's access to Confidential Information makes it both reasonable and necessary for the Company to restrict Executive's post-employment activities worldwide in any market in which the Company competes, and in which Executive's access to Confidential Information and other proprietary otherproprietary information could be used to the detriment of the Company and for which the Company would have no adequate remedy at law. Company. In the event that any restriction set forth in this Agreement is determined by a court of competent jurisdiction to be overbroad or unenforceable with respect to scope, time (duration), or geographical coverage, Executive agrees that such a restriction or restrictions shall should be modified and narrowed, either by such a court of competent jurisdiction, or by the Company, to the least extent possible under applicable law for such restriction or restrictions to be enforceable so as to preserve and protect the legitimate interests of the Company as described in this Agreement, and without negating or impairing any other restrictions or agreements set forth herein. (b)Executive (b) Executive acknowledges and agrees that if Executive should Executive breach any of the covenants, restrictions and agreements contained herein, irreparable loss and injury would result to the Company, monetary relief would not compensate for such breach, and that damages arising out of such a breach would may be difficult to fully ascertain. Executive therefore agrees that, in addition to any and all other remedies available provided at law or at equity, the Company shall be entitled to have the covenants, restrictions and agreements contained in Sections 4, 5, 6, 7, 8, and 9 7 specifically enforced (including, without limitation, by temporary, preliminary, and permanent injunctions and restraining orders), without the need to post any bond or security, orders) by any state or federal court in Miami-Dade County, Florida the State of New Jersey having equity jurisdiction, jurisdiction and Executive agrees to be subject Executive to the jurisdiction of such court and hereby waives any objection to the jurisdiction or venue thereof. (c)Executive court. (c) Executive agrees that if the Company fails to take action to remedy any breach by Executive of this Agreement or any portion of the Agreement, such inaction by the Company shall not operate or be construed as a waiver of such breach or of any subsequent or other breach by Executive of the same or any other provision, agreement or covenant. (d)Executive (d) Executive acknowledges and agrees that the payments and benefits to be provided to Executive under this Agreement are provided as, and constitute sufficient and adequate, as consideration for the covenants in Sections 4, 5, 6, 7, 8, and 9 7 hereof. View More
General Provisions. (a)Executive acknowledges and agrees that, for purposes of Sections 5, 6, 7, 8, and 9 of this Agreement, the term "Company" shall include the Company's direct and indirect controlled subsidiaries and affiliates. (a) Executive acknowledges and agrees that the type and periods 13 of restrictions imposed in Sections 5, 6, 7, 8, 7 and 9 8 of this Agreement are fair, reasonable fair and no greater than necessary to protect the Company's legitimate business interests, reasonable, and that such restric...tions are intended solely to protect the legitimate interests of the Company, including its Confidential Information, goodwill (client, customer, employee, and otherwise), and business interests, and shall not in any way rather than to prevent Executive from earning a livelihood or impose upon Executive undue hardship. livelihood. Executive recognizes and agrees that the Company competes and provides its products and services worldwide, and that Executive's access to Confidential Information makes it both reasonable and necessary for the Company to restrict Executive's post-employment activities worldwide in any market in which the Company competes, and in which Executive's access to Confidential Information and other proprietary information could be used to the detriment of the Company and for which the Company would have no adequate remedy at law. Company. In the event that any restriction set forth in this Agreement is determined by a court of competent jurisdiction to be overbroad or unenforceable with respect to scope, time (duration), or geographical coverage, Executive agrees that such a restriction or restrictions shall should be modified and narrowed, either by such a court of competent jurisdiction, or by the Company, to the least extent possible under applicable law for such restriction or restrictions to be enforceable so as to preserve and protect the legitimate interests of the Company as described in this Agreement, and without negating or impairing any other restrictions or agreements set forth herein. (b)Executive (b) Executive acknowledges and agrees that if Executive should Executive breach any of the covenants, restrictions and agreements contained herein, irreparable loss and injury would result to the Company, monetary relief would not compensate for such breach, and that damages arising out of such a breach would may be difficult to fully ascertain. Executive therefore agrees that, in addition to any and all other remedies available provided at law or at equity, the Company shall be entitled to seek to have the covenants, restrictions and agreements contained in Sections 5, 6, 7, 8, 7 and 9 8 specifically enforced (including, without limitation, by temporary, preliminary, and permanent injunctions and restraining orders), without the need to post any bond or security, orders) by any state or federal court in Miami-Dade County, Florida the State of New York having equity jurisdiction, and Executive agrees to be subject to the jurisdiction of such court and hereby waives any objection to the jurisdiction or venue thereof. (c)Executive court. (c) Executive agrees that if the Company fails to take action to seek a remedy of any breach by Executive of this Agreement or any portion of the Agreement, such inaction by the Company shall not operate or be construed as a waiver of such breach or of any subsequent or other breach by Executive of the same or any other provision, agreement or covenant. (d)Executive The Company agrees that if Executive fails to take action to seek a remedy any breach by the Company of this Agreement or any portion of the Agreement, such inaction by Executive shall not operate or be construed as a waiver of any subsequent breach by the Company of the same or any other provision, agreement, or covenant. (d) Executive acknowledges and agrees that the payments and benefits to be provided to Executive under this Agreement are provided as, and constitute sufficient and adequate, as consideration for the covenants in Sections 5, 6, 7, 8, 7 and 9 hereof. 8 hereof in addition to the services to be provided by and other obligations of Executive hereunder. View More
General Provisions. Unless specifically modified or changed by the terms of this Second Amendment, all terms and conditions of the Agreement, the Product Agreement between the Parties, dated as of July 28, 2017 and as amended on January 1, 2019 and on July 1, 2020 (the "Product Agreement") and that certain Quality Technical Agreement between Client and Patheon Italia S.p.A., dated as of January 15, 2019 (as may be amended from time to time, the "Quality Agreement") shall remain in full force and effect and shall ap...ply fully as described and set forth in the Agreement, the Product Agreement, and the Quality Agreement respectively. In the event of any express conflict or inconsistency between this Second Amendment, on one hand, and the Agreement, the Product Agreement or the Quality Agreement on the other hand, the terms and conditions of this Second Amendment shall control. This Second Amendment, the Product Agreement(s) and any Amendments related to the Product Agreement(s), the Quality Agreement, and the Agreement constitute 2 the entire understanding among the parties regarding subject matters contained therein and herein and supersede all prior negotiations, commitments, agreements and understandings among them on such subject matters. This Second Amendment may be executed in any number of counterparts, either by original or facsimile counterpart, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement. This Second Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the [***], without regard to the conflict of laws principles thereof.View More
General Provisions. Unless specifically modified or changed by the terms of this Second the Amendment, all terms and conditions of the Agreement and the Quality Agreement, the Product Agreement between the Parties, dated as of July 28, 2017 and as amended on January 1, 2019 and on July 1, 2020 (the "Product Agreement") and that certain Quality Technical Agreement between Client and Patheon Italia S.p.A., dated as of January 15, 2019 November 2, 2016 (as may be amended from time to time, the "Quality Agreement") sha...ll remain in full force and effect and shall apply fully as described and set forth in the Agreement and Quality Agreement, the Product Agreement, and the Quality Agreement respectively. In the event of any express conflict or inconsistency between this Second the Amendment, on one hand, and the Agreement, the Product Agreement or the Quality Agreement on the other hand, the terms and conditions of this Second the Amendment shall control. This Second Amendment, the Product Agreement(s) and any Amendments related to the Product Agreement(s), the Quality Agreement, Agreement and the Agreement constitute 2 the entire understanding among the parties regarding subject matters contained therein and herein and supersede all prior negotiations, commitments, agreements and understandings among them on such subject matters. This Second Amendment may be executed in any number of counterparts, either by original or facsimile counterpart, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement. This Second Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the law of [***], without regard to the conflict of laws principles thereof. -4- THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. View More
General Provisions. 15.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee. 15.2 Entire Agreement. The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice, the Plan and the Exercise Agreement constitute the entire agreement of the parties wi...th respect to the subject matter hereof and supersede all prior undertakings and agreements with respect to such subject matter.View More
General Provisions. 15.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee. 15.2 16.2 Entire Agreement. The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice, the Plan and the Exercise Agreement constitute the entire agreement of the parti...es with respect to the subject matter hereof and supersede all prior undertakings and agreements with respect to such subject matter. View More
General Provisions. 15.1 16.1. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee. 15.2 16.2. Entire Agreement. The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice, the Plan and the Exercise Agreement constitute the entire agreement of th...e parties with respect to the subject matter hereof and supersede all prior undertakings and agreements with respect to such subject matter. View More
General Provisions. 15.1 14.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee. 15.2 14.2 Entire Agreement. The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice, the Plan and the Exercise Agreement constitute the entire agreement of the ...parties with respect to the subject matter hereof and supersede all prior undertakings and agreements with respect to such subject matter. View More
General Provisions. The provisions of Article IX of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.
General Provisions. The provisions of Article IX 11 of the Merger Agreement shall apply to this Amendment mutatis mutandis to this Amendment, and to the Merger Agreement as modified amended by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment. amended hereby.
General Provisions. The provisions of Article IX of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as amended or modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified amended by this Amendment.
General Provisions. The provisions of Article IX 9 of the Merger Agreement shall apply to this Amendment mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment. hereby.
General Provisions. 12.2Successors and Assigns. 12.3Indemnification. 12.4Time of Essence. 12.5Severability of Provisions. 12.6Correction of Loan Documents. 12.7Amendments in Writing; Waiver; Integration. 12.8Counterparts. 12.9Confidentiality. 12.10Right of Set Off. 12.11Attorneys' Fees, Costs and Expenses. 12.12Electronic Execution of Documents. 12.13Captions. 12.14Construction of Agreement. 12.15Relationship. 12.16Third Parties.
General Provisions. 12.2Successors and Assigns. 12.3Indemnification. 12.4Time of Essence. 12.5Severability of Provisions. 12.6Correction of Loan Documents. 12.7Amendments in Writing; Waiver; Integration. 12.8Counterparts. 12.9Confidentiality. 12.10Right of Set Off. 12.11Attorneys' 12.10Attorneys' Fees, Costs and Expenses. 12.12Electronic 12.11Electronic Execution of Documents. 12.13Captions. 12.14Construction 12.12Captions. 12.13Construction of Agreement. 12.15Relationship. 12.16Third Parties. 12.14Relationship.
General Provisions. 12.2Successors and Assigns. 12.3Indemnification. 12.4Time of Essence. 12.5Severability of Provisions. 12.6Correction of Loan Documents. 12.7Amendments in Writing; Waiver; Integration. 12.8Counterparts. 12.9Confidentiality. 12.10Right of Set Off. 12.11Attorneys' Fees, Costs and Expenses. 12.12Electronic Execution of Documents. 12.13Captions. 12.14Construction of Agreement. 12.15Relationship. 12.16Third Parties. 12.17Release of Claims. 12.18Wind Down Amount.
General Provisions. 12.2Successors and Assigns. 12.3Indemnification. 12.4Time of Essence. 12.5Severability of Provisions. 12.6Correction of Loan Documents. 12.7Amendments in Writing; Waiver; Integration. 12.8Counterparts. 12.9Confidentiality. 12.10Right of Set Off. 12.11Attorneys' Fees, Costs and Expenses. 12.12Electronic 12.11Electronic Execution of Documents. 12.13Captions. 12.14Construction 12.12Captions. 12.13Construction of Agreement. 12.15Relationship. 12.16Third 12.14Relationship. 12.15Third Parties.
General Provisions. (a) Severability. If any provision hereof is invalid or unenforceable, the invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed in all respects as if the invalid or unenforceable provision had been omitted. (b) Complete Agreement. This Agreement fully amends and restates any existing employment agreement between or among the Employee and the Company or any Company Affiliate. Further, this Agreement embodies the complete agreement and un...derstanding among the parties and supersedes and preempts any prior understandings, representations or other agreements by or among the parties, written or oral, which may have related to the subject matter hereof in any way. (c) Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Employee, the Company and their respective successors and assigns; provided, that the rights and obligations of Employee under this Agreement shall not be assignable. (d) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois (regardless of its conflict of laws principles). Each party hereto irrevocably submits itself to the exclusive jurisdiction of the courts of the State of Illinois located in Cook County, Illinois and to the jurisdiction of the United States District Court for the Northern District of Illinois, for the purpose of bringing any action that may be brought in connection with the provisions hereof. Each party hereto individually agrees not to assert any claim that such party is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. 13 (e) Survival. The provisions set forth in Sections 5 through 13 shall survive and continue in full force and effect in accordance with their terms notwithstanding any termination or expiration of this Agreement and/or the end of the Employment Period and the termination of Employee's employment for any reason. (f) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Employee.View More
General Provisions. (a) Severability. If any provision hereof is invalid or unenforceable, the invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed in all respects as if the invalid or unenforceable provision had been omitted. 13 (b) Complete Agreement. This Agreement fully amends and restates any existing employment agreement between or among the Employee Arnett and the Company or any Company Affiliate. Further, this Agreement embodies the complete agreem...ent and understanding among the parties and supersedes and preempts any prior understandings, representations or other agreements by or among the parties, written or oral, which may have related to the subject matter hereof in any way. (c) Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Employee, Arnett, the Company and their respective successors and assigns; provided, that the rights and obligations of Employee Arnett under this Agreement shall not be assignable. (d) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois (regardless of its conflict of laws principles). Each party hereto irrevocably submits itself to the exclusive jurisdiction of the courts of the State of Illinois located in Cook County, Illinois and to the jurisdiction of the United States District Court for the Northern District of Illinois, for the purpose of bringing any action that may be brought in connection with the provisions hereof. Each party hereto individually agrees not to assert any claim that such party is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. 13 (e) Survival. The provisions set forth in Sections 5 through 13 shall survive and continue in full force and effect in accordance with their terms notwithstanding any termination or expiration of this Agreement and/or the end of the Employment Period and the termination of Employee's Arnett's employment for any reason. (f) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Employee. Arnett. View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank and Borrower, and the other written documents and agreements between Bank and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, represent...ations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all of the same taken together shall constitute one and the same agreement.View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank Lender and Borrower, and the other written documents and agreements between Bank Lender and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussi...ons, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all of the same taken together shall constitute one and the same agreement. View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank Lender and Borrower, and the all other written documents and agreements between Bank Lender and Borrower Borrower, set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all ...prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all Without limiting the generality of the same taken together foregoing, the provisions of all subsections of Section 9 of the Loan Agreement (titled "General Provisions"), including -3- Pacific Western BankLimited Waiver and Eighth Amendment to Loan Agreement without limitation all provisions relating to governing law, venue, jurisdiction, dispute resolution, and the waiver of the right to a jury trial, shall constitute one apply equally to this Amendment, and the same agreement. are incorporated herein by this reference. View More
General Provisions. Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Bank Lender and Borrower, and the all other written documents and agreements between Bank Lender and Borrower Borrower, set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all ...prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. This Amendment may be executed in multiple counterparts, by different parties signing separate counterparts, and all Without limiting the generality of the same taken together foregoing, the provisions of all subsections of Section 9 of the Loan Agreement (titled "General Provisions"), including without limitation all provisions relating to governing law, venue, jurisdiction, dispute resolution, and the waiver of the right to a jury trial, shall constitute one apply equally to this Amendment, and the same agreement. are incorporated herein by this reference. View More
