General Provisions Contract Clauses (6,109)

General Provisions. (a) All provisions of this Agreement are intended to be interpreted and construed in a manner to make such provisions valid, legal, and enforceable. To the extent that any Section of this Agreement or any word, phrase, clause, or sentence hereof is deemed by any court to be illegal or unenforceable, such word, clause, phrase, sentence, or Section shall be deemed modified, restricted, or omitted to the extent necessary to make this Agreement enforceable. Without limiting the generality of the for...egoing, if the scope of any covenant in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent provided by law, and Executive agrees that such scope may be judicially modified accordingly. 12 (b) This Agreement may be assigned by Wintrust. This Agreement and the covenants set forth herein shall inure to the benefit of and shall be binding upon the successors and assigns of Wintrust. (c) This Agreement may not be assigned, pledged or hypothecated by Executive, but shall be binding upon Executive's executors, administrators, heirs, and legal representatives. (d) No waiver by either party of any breach by the other party of any of the obligations, covenants, or representations under this Agreement shall constitute a waiver of any prior or subsequent breach. (e) Where in this Agreement the masculine gender is used, it shall include the feminine if the sense so requires. (f) Wintrust may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law. (g) This instrument constitutes the entire agreement of the parties with respect to its subject matter. This Agreement may not be changed or amended orally but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. As of the Effective Date, any other understandings and agreements, oral or written, respecting the subject matter hereof (including the Prior Agreement) are hereby superseded and canceled. For the avoidance of doubt, the terms and conditions of Executive's employment (including termination of his employment) shall be governed by the Prior Agreement prior to the Effective Date. (h) The provisions of Sections 4, 5, 6, 7, 9, 10, 11, and 12 of this Agreement shall survive the termination of Executive's employment with Wintrust and the expiration or termination of this Agreement. View More

General Provisions. 6.1 Representations and Warranties. Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive's execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or entity. 6.2 Advertising Waiver. Executive agrees to permit the Company, and persons or other organiz...ations authorized by the Company, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company in which Executive's name and/or pictures of Executive appear. Executive hereby waives and releases any claim or right Executive may otherwise have arising out of such use, publication or distribution. 6.3 Miscellaneous. This Agreement, along with the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between Executive and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both Executive and a duly authorized member of the Board. This Agreement will bind the heirs, personal representatives, successors and assigns of both Executive and the Company, and inure to the benefit of both Executive and the Company, and to his and its heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Illinois as applied to contracts made and to be performed entirely within Illinois. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and facsimile signatures will suffice as original signatures. View More

General Provisions. (a) Effectiveness. All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended hereby, all of the terms of the Merger Agreement, the Company Disclosure Letter and the Parent Disclosure Letter shall remain unchanged and in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed a part of the Merger Agreement, the Company Disclosure Letter and the Parent Disclosure Lett...er. (b) References to the Merger Agreement. After giving effect to this Amendment, each reference in the Merger Agreement to "this Agreement", "hereof", "hereunder" or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment, and all references in the Company Disclosure Letter or the Parent Disclosure Letter to "the Agreement" shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, all references in the Merger Agreement, the Company Disclosure Letter or the Parent Disclosure Letter to "the date hereof", "the date of this Agreement" or "the date of the Agreement" or words of like import shall (except to the extent any such references are amended (or amended and restated) pursuant to the terms of this Amendment) refer to May 4, 2022, and all references in the Merger Agreement to "prior to the execution of this Agreement" or words of like import shall mean before the Merger Agreement was executed on May 4, 2022 (without regard to this Amendment). (c) Entire Agreement. This Amendment and the Merger Agreement (including Annex I thereto, the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. -7- (d) Other Miscellaneous Terms. The provisions of Article VIII (General Provisions) of the Merger Agreement shall, to the extent not already set forth in this Amendment, 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 as modified hereby. View More

General Provisions. a. All individuals signing this Note in their individual capacity and all entities signing this Note are jointly and severally liable. b. Time is of the essence in performance of this Note. c. Borrower waives all suretyship defenses. d. Borrower must sign all documents necessary at any time to comply with this Note. e. 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 waiving or g...iving up any of them. 6 f. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. g. If any part of this Note is unenforceable, all other parts remain in effect. h. 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. i. Borrower agrees that it shall promptly sign and deliver to Lender an amended and restated form of this Note, to the extent such a modified or revised form is required to comply with any requirement of the Act, the Paycheck Protection Program, or any other SBA requirement, as determined by Lender in its sole discretion. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.] 7 By signing below, each individual or entity becomes obligated as Borrower. Borrower: By: /s/ Mark King Name: Mark King Title: CEO EX-10.1 2 exh101.htm PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE Exhibit 10.1 PAYCHECK PROTECTION PROGRAM PROMISSORY NOTE Customer Number: 3466661 SBA Loan Number: 78228170-02 Principal Amount; $1,924,400.00 SBA Approval Date: 04/08/2020 Effective Date: 04/17/2020 1. AGREEMENT AND ACCEPTANCE This Paycheck Protection Program Promissory Note ("Note") governs and evidences the Paycheck Protection Program Loan ("Loan") that FROST BANK ("Lender"), whose address is Frost Bank, P.O. Box 1600, San Antonio, TX 78296, is providing MICROPAC INDUSTRIES, INC. ("Borrower"), whose address is 905 E WALNUT. The Loan is established under the terms and conditions of the Paycheck Protection Program of the United States Small Business Administration ("SBA") and the CARES Act (2020)(H.R. 748)(15 U.S.C 636 et seq.) (the "Act"). Borrower agrees to be bound by and comply with each and every following term and condition of this Note. Lender agrees, based on the terms and conditions and relying upon the representations and warranties set forth in this Note, to make available to Borrower the Loan as more fully described herein. All interest payable under this Note is computed using this method. View More

General Provisions. A. All individuals and entities signing this Promissory 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 Documents. 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 Promissory Note. F. If any part of this Promissory 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 Promissory Note, including presentment, demand, protest, and notice of dishonor. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS, THE RELATIONSHIP CREATED THEREBY OR THE DEBT BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW. VENUE FOR ANY LEGAL PROCEEDING SHALL BE DALLAS COUNTY, TEXAS; Paycheck Protection Program – Promissory Note Page 2 PROVIDED, HOWEVER, THAT LENDER MAY CHOOSE ANY VENUE IN ANY STATE WHICH IT DEEMS APPROPRIATE IN THE EXERCISE OF ITS SOLE DISCRETION. View More

General Provisions. 6.1 Tax Matters. 6.1.1 Section 409A. 6.1.2 Tax Withholdings. 6.2 No Effect on Employment or Service. 6.3 Forfeiture Events. 6.3.1 Clawback Policy; Applicable Laws. 6.3.2 Additional Forfeiture Terms. 6.4 Successors. 6.5 Nontransferability of Awards.

General Provisions. (a) Expiration. Notwithstanding anything herein to the contrary, unless otherwise extended by the Board, in the event the IPO Date does not occur by October 23, 2022, this letter shall terminate ab initio and shall be of no further force and your eligibility to receive the Transaction Bonus hereunder shall be forfeited and cancelled for no consideration. For the avoidance of doubt, in the event you cease to serve as a member of the Board through the IPO Date for any reason, this letter shall ter...minate ab initio and shall be of no further force and your eligibility to receive the Transaction Bonus hereunder shall be forfeited and cancelled for no consideration. (b) Amendments and Waivers. Any provision of this letter may be amended or waived but only if the amendment or waiver is in writing and signed, in the case of an amendment, by you and the Company or, in the case of a waiver, by the party that would have benefited from the provision waived. (c) Counterparts. This letter may be executed as counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. (d) Administration. The Board will have the authority to administer and interpret this letter in its sole discretion and any determinations made by the Board will be final, binding and conclusive. (e) Notices. All notices, requests, demands and other communications under this letter must be in writing and addressed to (i) the Company at its corporate headquarters and to the attention of its General Counsel and (ii) to you at the address on file with the Company from time to time. (f) Taxes. Any amounts payable or otherwise provided in connection with the Transaction Bonus are subject to applicable federal, state and local taxes and tax reporting. As a non-employee director, you are responsible for the payment of all taxes related to the Transaction Bonus. (g) Governing Law. The laws of the State of Florida, without giving effect to its conflict of laws principles, govern all matters arising out of or relating to this letter, including its interpretation, construction, performance and enforcement. * * * We thank you for the service you have rendered to the Company in the past and look forward to your continued service. Please acknowledge your acceptance of the terms of this letter by signing below and returning a copy of this letter to me. Sincerely, Rotech Healthcare Holdings Inc. /s/ Tim Pigg Name: Tim Pigg Title: Chief Executive Officer ACKNOWLEDGED: /s/ Mark Stolper Mark Stolper Date: July 14, 2021 EX-10.15 6 tm2114271d17_ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 July 14, 2021 Mark Stolper At the Address on File with the Company Re:Director Transaction Bonus Dear Mark: In recognition of your service as a member of the Board of Directors of Rotech Healthcare Holdings Inc. (the "Board") in connection with its initial public offering ("IPO"), the Board has selected you to receive a special transaction bonus in connection with the IPO (the "Transaction Bonus"), payable in a combination of cash, stock options and restricted stock units, as set forth below. Please read the terms of this letter carefully. View More

General Provisions. 5.1. Consideration for Sublease. Sublandlord and Subtenant represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subtenant to Sublandlord with regard to the Sublet Premises other than as disclosed in the Sublease. 2 5.2. Brokerage Commission. Sublandlord and Subtenant covenant and agree that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease and Sub...landlord and Subtenant agrees to protect, defend, indemnify and hold Landlord harmless from the same and from any cost or expense (including but not limited to attorneys' fees) incurred by Landlord in resisting any claim for any such brokerage commission. 5.3. Term. Each of Sublandlord and Subtenant hereby expressly waives any right to extend the term of either the Lease or Sublease without the prior written approval of Landlord. 5.4. Recapture. This consent shall in no manner be construed as limiting Landlord's ability to exercise its rights to recapture any portion of the Premises, as set forth in Section 9 of the Lease, in the event of a proposed future sublease or assignment of such portion of the Premises. 5.5. Controlling Law. The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of California. 5.6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. As used herein, the singular number includes the plural and the masculine gender includes the feminine and neuter. 5.7. Captions. The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only. 5.8. Partial Invalidity. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law. 5.9. Attorneys' Fees. If either party commences litigation against the other for the specific performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys' fees as may have been incurred. 5.10. Net Rental Profit. Intentionally omitted. 5.11. Processing Fee. Pursuant to Section 9 of the Lease, Sublandlord shall pay a sum of $1,000.00 to Landlord as consideration of Landlord's processing of the Sublease, due concurrently with execution of the Sublease. 5.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all of which together shall constitute but one and the same instrument. 5.13. Signatures. Each party hereto, and their respective successors and assigns shall be authorized to rely upon the signatures of all of the parties hereto on this Agreement which are delivered by facsimile or PDF as constituting a duly authorized, irrevocable, actual, current delivery of this Agreement with original ink signatures of each person and entity. View More

General Provisions. 4.1 Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement and this Amendment shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects, and the security interest as granted pursuant to the Agreement continues from the Closing Date. The agreement to enter into the amendments as set forth herein shall not establish any course of dealing with r...espect to future amendments or waivers or otherwise obligate Administrative Agent or any Lender to waive any future Event of Default or make any modification to any Loan Document. 4.2 This Amendment and the Loan Documents represent the entire agreement with respect to this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. 4.3 This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The words "execution," "signed," "signature" and words of like import herein shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Delivery of an executed counterpart of a signature page of this Amendment or any document delivered in connection therewith by electronic means including by email delivery of a ".pdf" format data file shall be effective as delivery of an original executed counterpart thereof. 4.4 This Amendment shall constitute a Loan Document. Accordingly, the provisions of Section 11 of the Agreement shall likewise apply to this Amendment. View More

General Provisions. 4.1 At Will Employment. Nothing in this Agreement alters the Executive's at-will employment status. Either the Executive or the Company may terminate the Executive's employment relationship at any time, with or without cause or advance notice. In particular, nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company or any subsidiary prior to or following any Change of Cont...rol. 4.2 Successors and Binding Agreement. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether or not through a Change of Control (and such successor shall thereafter be deemed the "Company" for the purposes of this Agreement). This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. 4.3 Amendments. No provision of the Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be agreed to in writing and signed by the Executive and a duly authorized officer of the Company. 4.4 Severability. If any provision of the Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 5 4.5 Notices. Any notice or other communication required or permitted under the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, electronic transmission (with a copy following by hand or by overnight courier), by registered or certified mail, postage prepaid, return receipt requested or by overnight courier addressed to the other party. All notices shall be addressed as follows, or to such other address or addresses as may be substituted by notice in writing: To the Company: To the Executive: Aradigm Corporation John M. Siebert, Ph.D. 3929 Point Eden Way 78-6827 Kuhinanui 56 Hayward, CA 94545 Kailua Kona, HI 96740 4.6 Governing Law. The Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law. 4.7 Independent Counsel. The Executive acknowledges that this Agreement has been prepared on behalf of the Company by counsel to the Company and that this counsel does not represent, and is not acting on behalf of, the Executive. The Executive has been provided with an opportunity to consult with the Executive's own counsel with respect to this Agreement. 4.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. View More