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. 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 6.1 Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Loan 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 Lenders' agreement to enter into the amendments as set forth herein shall not establish any course... of dealing with respect 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 6.2 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 6.3 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 6.4 This Amendment shall constitute a Loan Document. Accordingly, the provisions of Section 11 of the Loan Agreement shall likewise apply to this Amendment. 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) 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 Schedule and the Parent Disclosure Letter Schedule 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 Schedule and... the Parent Disclosure Letter. Schedule. (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 Schedule or the Parent Disclosure Letter Schedule to "the Agreement" shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, Amendment and all references in the Merger Agreement, the Company Disclosure Letter Schedule or the Parent Disclosure Letter Schedule to the "Company Disclosure Schedule" or the "Parent Disclosure Schedule" shall refer to the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, as amended by this Amendment. All references in the Merger Agreement, the Company Disclosure Schedule or the Parent Disclosure Schedule to "the date hereof", hereof" or "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). October 27, 2015. 11 (c) Entire Agreement. This Amendment and the Merger Agreement (including Annex I thereto, the Exhibits hereto and thereto and the Company Disclosure Letter Schedule and the Parent Disclosure Letter) Schedule), the Confidentiality Agreement and the Confidentiality Clean Room 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 IX (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) 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 Schedule and the Parent Disclosure Letter Schedule 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 Schedule and... the Parent Disclosure Letter. Schedule. (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 Schedule or the Parent Disclosure Letter Schedule to "the Agreement" shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, Amendment and all references in the Merger Agreement, the Company Disclosure Letter Schedule or the Parent Disclosure Letter Schedule to the "Company Disclosure Schedule" or the "Parent Disclosure Schedule" shall refer to the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, as amended by this Amendment. All references in the Merger Agreement, the Company Disclosure Schedule or the Parent Disclosure Schedule to "the date hereof", hereof" or "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). October 27, 2015. 11 (c) Entire Agreement. This Amendment and the Merger Agreement (including Annex I thereto, the Exhibits hereto and thereto and the Company Disclosure Letter Schedule and the Parent Disclosure Letter) Schedule), the Confidentiality Agreement and the Confidentiality Clean Room 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 IX (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. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the Corporation and the Subscriber with respect to the subject matter hereof. b. Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party thereafter from enforcing each and every provision of this Agreement. The right...s granted both parties hereunder are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. c. The parties agree upon request by the other party to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.View More
General Provisions. a. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the Corporation and the Subscriber with respect to the subject matter hereof. 3 b. Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party thereafter from enforcing each and every provision of this Agreement. The rig...hts granted both parties hereunder are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. c. The parties agree upon request by the other party to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. View More
General Provisions. The provisions of Article IX of the BCA shall apply mutatis mutandis to this Amendment, and to the BCA 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 of the BCA shall apply mutatis mutandis to this Amendment, and to the BCA as modified by Amendment No. 1 and this Amendment, taken together as a single agreement, reflecting the terms therein as modified by Amendment No. 1 and this Amendment.
General Provisions. a. This Offer Letter supersedes any other agreements or promises made to you by anyone at the Bank, whether oral or written, and, subject to approval by the Board, comprises the final, complete, and exclusive agreement between you and the Bank. b. This Offer Letter shall be governed by the laws of the Commonwealth of Puerto Rico, without regard to its principles of conflicts or choices of laws. c. This Offer Letter may be modified only by a written instrument duly executed by you and an authoriz...ed representative of the Bank. d. This Offer Letter may be executed by the parties in separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which, when taken as a whole, shall constitute one and the same instrument. e. Any notices that are required to be given pursuant to this Offer Letter must be in writing and may be given by personal delivery, registered or certified mail (postage prepaid, return receipt requested), facsimile, courier, or overnight mail delivery to the following addresses: To the Company: First BanCorp PO Box 9146 San Juan, PR 00907-0146 To You: Luz A. Crespo [Address Omitted] f. The Bank and you hereby consent to the jurisdiction of the Federal and State courts of the Commonwealth of Puerto for the purpose of hearing any Proceeding between you and the Bank arising hereunder or in respect to your service as a member of the Board or any committee thereof. g. This Offer Letter shall be binding upon, and shall inure to the benefit of you and your heirs, executors and administrators, whether or not you have ceased to be a director, and the Bank and its successors and assigns.View More
General Provisions. a. This Offer Letter supersedes any other agreements or promises made to you by anyone at the Bank, Corporation, whether oral or written, and, subject to approval by the Board, comprises the final, complete, and exclusive agreement between you and the Bank. Corporation. b. This Offer Letter shall be governed by the laws of the Commonwealth of Puerto Rico, without regard to its principles of conflicts or choices of laws. c. This Offer Letter may be modified only by a written instrument duly execu...ted by you and an authorized representative of the Bank. Corporation. d. This Offer Letter may be executed by the parties in separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which, when taken as a whole, shall constitute one and the same instrument. e. Any notices that are required to be given pursuant to this Offer Letter must be in writing and may be given by personal delivery, registered or certified mail (postage prepaid, return receipt requested), facsimile, courier, or overnight mail delivery to the following addresses: To the Company: First BanCorp PO Box 9146 San Juan, PR 00907-0146 To You: Luz A. Crespo [Address Patricia Eaves [Intentionally Omitted] f. The Bank Corporation and you hereby consent to the jurisdiction of the Federal and State courts of the Commonwealth of Puerto for the purpose of hearing any Proceeding between you and the Bank Corporation arising hereunder or in respect to your service as a member of the Board or any committee thereof. g. This Offer Letter shall be binding upon, and shall inure to the benefit of you and your heirs, executors and administrators, whether or not you have ceased to be a director, and the Bank Corporation and its successors and assigns. View More
General Provisions. a. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES OF CONFLICTS OF LAW. b. The Parties agree that the Courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.... 12 c. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. d. This Agreement represents the entire agreement between the Parties relating to the subject matter hereof, superseding any and all contemporaneous and prior written or oral agreements and understandings. This Agreement may not be modified or amended nor may any right be waived except by a writing signed by the party against whom the modification or waiver is sought to be enforced. e. The Covenants of the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. f. The captions and headings contained herein are solely for convenience of reference and do not constitute a part of this Agreement. g. This Agreement may be amended or modified only by a written agreement signed by the Parties. h. This Agreement may be executed 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. i. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (1) in person, (2) by certified mail, postage prepaid, return receipt requested, (3) by facsimile, or (4) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows, or to such other address as either party may from time to time specify in writing to the other party consistent with these notice provisions: If to Seller: FITT Highway Products, Inc. 26381 Crown Valley Parkway, Suite 230 Mission Viejo, CA 92691 Attn: Michael Dunn, CEO Fax: 949.582.5913 If to Purchaser: Sky Rover Holdings Ltd. 52nd Floor, M. Thai Tower, All Seasons Place 87 Wireless Road Phatumwan, Bangkok, 10330 Thailand Attn: Pei Lei, Director 13 j. No delay or omission to exercise any right, power or remedy accruing to any Party upon any breach or default under this Agreement shall impair any such right, power or remedy of the non-breaching party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. k. The Shares will bear the following legend; THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR, UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. l. Exception as provided herein, Seller and Purchaser shall bear their own expenses incurred with respect to this Agreement and the transactions contemplated hereby.View More
General Provisions. a. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES OF CONFLICTS OF LAW. b. (b) The Parties agree that the Courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated... herein. 12 c. (c) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. d. (d) This Agreement represents the entire agreement between the Parties relating to the subject matter hereof, superseding any and all contemporaneous and prior written or oral agreements and understandings. This Agreement may not be modified or amended nor may any right be waived except by a writing signed by the party against whom the modification or waiver is sought to be enforced. e. The Covenants of the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. f. (e) The captions and headings contained herein are solely for convenience of reference and do not constitute a part of this Agreement. g. (f) This Agreement may be amended or modified only by a written agreement signed by the Parties. h. (g) This Agreement may be executed 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. i. (h) Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (1) in person, (2) by certified mail, postage prepaid, return receipt requested, (3) by facsimile, or (4) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows, follows: If to the Company to: F.I.T.T. Energy Products, Inc. 26381 Crown Valley Pkwy, Suite 230 Mission Viejo, CA 92691 Attn: Michael R. Dunn Fax: 949-582-5913 3 If to Greenome to: Greenome Development Group Inc. 3993 Spring Mountain Road Suite 130 Las Vegas, NV 89102 Attention: Jiajie Zhao or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party consistent with these notice provisions: If to Seller: FITT Highway Products, Inc. 26381 Crown Valley Parkway, Suite 230 Mission Viejo, CA 92691 Attn: Michael Dunn, CEO Fax: 949.582.5913 If to Purchaser: Sky Rover Holdings Ltd. 52nd Floor, M. Thai Tower, All Seasons Place 87 Wireless Road Phatumwan, Bangkok, 10330 Thailand Attn: Pei Lei, Director 13 j. whom it is sent as evidenced by confirmation slip. (i) No delay or omission to exercise any right, power or remedy accruing to any Party upon any breach or default under this Agreement shall impair any such right, power or remedy of the non-breaching party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. k. The Shares will bear the following legend; THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR, UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. l. Exception (j) Except as provided herein, Seller the Company and Purchaser Greenome shall bear their own expenses incurred with respect to this Agreement and the transactions contemplated hereby. (k) The Covenants of Greenome contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement. View More
General Provisions. The Company may assign its Right of First Refusal and/or repurchase rights at any time, in whole or in part, whether or not such rights are then exercisable, to any person or entity selected by the Company's Board of Directors, including, without limitation, one or more stockholders of the Company. 13.2 Notices. Any notice required in connection with (a) the Company's Right of First Refusal and/or repurchase rights or (b) the disposition of any Shares covered thereby will be given in writing and... will be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and addressed to the party entitled to such notice at the address indicated in this Agreement or at such other address as such party may designate by 10 days' advance written notice under this Section 13.2 to all other parties to this Agreement. 13.3 No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder. 13.4 Cancellation of Shares. If the Company or its assignees will make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased by the Company pursuant to the exercise of the Company's Right of First Refusal and/or repurchase rights in accordance with the provisions of this Agreement, then, from and after such time, the person from whom such Shares are to be repurchased will no longer have any rights as a Purchaser of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares will be deemed purchased in accordance with the applicable provisions of this Agreement and the Company or its assignees will be deemed the owner and Purchaser of such Shares, whether or not the certificates therefor have been delivered as required by this Agreement. 13.5 Undertaking. Purchaser hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Purchaser or the Shares pursuant to the express provisions of this Agreement. 13.6 Agreement Is Entire Contract. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan. 13.7 Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and Purchaser and Purchaser's legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof. 13.8 No Employment or Service Contract. Nothing in this Agreement will affect in any manner whatsoever the right or power of the Company, or a Related Company, to terminate Purchaser's employment or services on behalf of the Company, for any reason, with or without cause. 13.9 Stockholder of Record. Purchaser will be recorded as a stockholder of the Company and will have, subject to the provisions of this Agreement and the Plan, all the rights of a stockholder with respect to the Shares. 13.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument. 13.11 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.View More
General Provisions. (a) Assignment. The Company may assign its the Repurchase Right of First Refusal and/or repurchase rights at any time, in whole or in part, whether or not such rights are then exercisable, to any person or entity selected by the Company's Board of Directors, including, without limitation, Board, including (without limitation) one or more stockholders of the Company. 13.2 (b) No Employment or Service Contract. Nothing in this Agreement or in the Plan shall confer upon Optionee any right to Contin...uous Status as an Employee for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Continuous Status as an Employee at any time for any reason, with or without cause. (c) Notices. Any notice required in connection with (a) the Company's Right of First Refusal and/or repurchase rights or (b) the disposition of any Shares covered thereby will to be given under this Agreement shall be in writing and will shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated in below such party's signature line on this Agreement or at such other address as such party may designate by 10 days' ten (10) days advance written notice under this Section 13.2 section to all other parties to this Agreement. 13.3 (d) No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will The failure to enforce any right hereunder constitute a continuing waiver of the same or Company in any instance to exercise the Repurchase Right shall not constitute a waiver of any other right hereunder. 13.4 repurchase rights that may subsequently arise under the provisions of this Agreement or any other agreement between the Company and Optionee. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. (e) Cancellation of Shares. If the Company or its assignees will shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be purchased by the Company pursuant to the exercise of the Company's Right of First Refusal and/or repurchase rights repurchased in accordance with the provisions of this Agreement, then, then from and after such time, the person from whom such Shares shares are to be repurchased will shall no longer have any rights as a Purchaser holder of such Shares shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares will shares shall be deemed purchased in accordance with the applicable provisions of this Agreement hereof, and the Company or its assignees will shall be deemed the owner and Purchaser holder of such Shares, shares, whether or not the certificates therefor have been delivered as required by this Agreement. 13.5 (f) Optionee Undertaking. Purchaser Optionee hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Purchaser Optionee or the Purchased Shares pursuant to the express provisions of this Agreement. 13.6 Agreement Is Entire Contract. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan this Agreement. (g) Governing Law. This Agreement shall be governed by, and will in all respects be construed in conformity with accordance with, the express terms and provisions laws of the Plan. 13.7 State of Texas without resort to that State's conflict-of-laws rules. (h) Successors and Assigns. The provisions of this Agreement will shall inure to the benefit of, and be binding on, upon, the Company and its successors and assigns and Purchaser upon Optionee, Optionee's permitted assigns and Purchaser's the legal representatives, heirs, legatees, distributees, assigns heirs and transferees by operation legatees of law, Optionee's estate, whether or not any such person will shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms and conditions hereof. 13.8 No Employment or Service Contract. Nothing in this Agreement will affect in any manner whatsoever the right or power of the Company, or a Related Company, to terminate Purchaser's employment or services on behalf of the Company, for any reason, with or without cause. 13.9 Stockholder of Record. Purchaser will be recorded as a stockholder of the Company and will have, subject to the provisions of this Agreement and the Plan, all the rights of a stockholder with respect to the Shares. 13.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument. 13.11 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.View More
General Provisions. 21.1 Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by ERISA as it relates to the Severance Benefit or Change in Control Benefit as discussed in Section 12 above and otherwise by the laws of the State of Oregon. 21.2 Saving Provision. If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum ...extent allowed by applicable law. 21.3 Survival Provision. If any benefits provided in Sections 9 or 10 of this Agreement are still owed, or claims pursuant to Section 12 are still pending, at the time of termination of this Agreement, this Agreement shall continue in force with respect to those obligations or claims, until such benefits are paid in full or claims are resolved in full. The noncompetition, non-solicitation, non-raiding, confidential information, and dispute resolution provisions of this Agreement (Sections 12 through 18) shall survive after termination of this Agreement and shall be enforceable regardless of any claim Officer may have against Umpqua. 21.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 21.5 Entire Agreement. This Agreement constitutes the sole agreement of the patties regarding Officer's benefits in the event of termination or Change in Control and together with Umpqua's employee handbook governs the terms of Officer's employment. Where there is a conflict between the employee handbook and this Agreement, the terms of this Agreement shall govern. This Agreement supersedes all prior oral and written agreements between the Officer and Umpqua, Sterling or any of their respective affiliates or representatives of Umpqua regarding the subject matters set forth herein. 21.6 Waiver/Amendment. No waiver of any provision of this Agreement shall be valid unless in writing, signed by the party against whom the waiver is sought to be enforced. The waiver of any breach of this Agreement or failure to enforce any provision of this Agreement shall not waive any later breach. This Agreement may only be amended by a writing signed by the parties. 21.7 Assignment. Officer shall not assign or transfer any of Officer's rights pursuant to this Agreement, wholly or partially, to any other person or to delegate the performance of its duties under the terms of this Agreement. The rights and obligations of Umpqua under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of Umpqua, regardless of the manner in which the successors or assigns succeed to the interests or assets of Umpqua. This Agreement shall not be terminated by the voluntary or in voluntary dissolution of Umpqua, by any merger, consolidation or acquisition where Umpqua is not the surviving corporation, by any transfer of all or substantially all of Umpqua's assets, or by any other change in Umpqua's structure or the manner in which Umpqua's business or assets are held. Officer's employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation, or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation to which the assets are transferred.View More
General Provisions. 21.1 Governing Law. The validity, interpretation, construction, construction and performance of this Agreement shall be governed by ERISA federal ERISA, as it relates to the Severance Benefit or and Change in Control Benefit as discussed in Section 12 above 13 above, and otherwise by the laws of the State of Oregon. 21.2 Saving Provision. If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as wri...tten, it shall be enforced to the maximum extent allowed by applicable law. 21.3 Survival Provision. If any benefits provided in Sections 9 9, 10, or 10 11 of this Agreement are still owed, or claims pursuant to Section 12 13 are still pending, at the time of termination of this Agreement, this Agreement shall continue in force force, with respect to those obligations or claims, until such benefits are paid in full or claims are resolved in full. The noncompetition, non-solicitation, nonsolicitation, non-raiding, confidential information, and dispute resolution provisions of this Agreement (Sections 12 through 18) shall survive after termination of this Agreement Agreement, and shall be enforceable regardless of any claim Officer may have against Umpqua. 9 21.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 21.5 Entire Agreement. This Agreement constitutes the sole agreement of the patties parties regarding Officer's benefits in the event of termination or Change in Control and together with Umpqua's employee handbook governs the terms of Officer's employment. Where there is a conflict between the employee handbook and this Agreement, the terms of this Agreement shall govern. 21.6 Previous Agreements. This Agreement supersedes all prior oral and written agreements between the Officer and Umpqua, Sterling or any of their respective affiliates or representatives of Umpqua regarding the subject matters set forth herein. 21.6 21.7 Waiver/Amendment. No waiver of any provision of this Agreement shall be valid unless in writing, signed by the party against whom the waiver is sought to be enforced. The waiver of any breach of this Agreement or failure to enforce any provision of this Agreement shall not waive any later breach. This Agreement may only be amended by a writing signed by the parties. 21.7 21.8 Assignment. Officer shall not assign or transfer any of Officer's rights pursuant to this Agreement, wholly or partially, to any other person or to delegate the performance of its duties under the terms of this Agreement. The rights and obligations of Umpqua under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of Umpqua, regardless of the manner in which the successors or assigns succeed to the interests or assets of Umpqua. This Agreement shall not be terminated by the voluntary or in voluntary involuntary dissolution of Umpqua, by any merger, consolidation or acquisition where Umpqua is not the surviving corporation, by any transfer of all or substantially all of Umpqua's assets, or by any other change in Umpqua's structure or the manner in which Umpqua's business or assets are held. Officer's employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation, consolidation or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation to which the assets are transferred. View More
General Provisions. 3.1No Other Modifications. 3.2Successors and Assigns. 3.3Definitions. 3.4Severability. 3.5Governing Law. 3.6Headings. 3.7Counterparts.
