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. 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. 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. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. (b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (c) Governing Law. This ...agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Osaka, Japan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.View More
General Provisions. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, written between the parties hereto with respect to the subject matter hereof. (b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (c) Governing La...w. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Japan. the State of Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a federal or state court of subject matter jurisdiction located in Osaka, Japan. the State of Nevada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. View More
General Provisions. (a) In the event (i) the principal balance hereof is not paid when due whether by acceleration or upon the Maturity Date or (ii) an Event of Default exists, then the principal balance hereof shall bear interest from and after the Default Rate. In addition, for any installment (exclusive of the payment due upon the Maturity Date) which is not paid by the tenth (10th) day following the due date thereof a late charge equal to five percent (5%) of the amount of such installment shall be due and paya...ble to the holder of this Note on demand to cover the extra expense involved in handling delinquent payments. (b) Maker agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq. (c) This Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to the benefit of Payee, together with its successors and assigns, including each owner and holder from time to time of this Note. 2 (d) Time is of the essence as to all dates set forth herein. (e) To the fullest extent permitted by applicable law, Maker agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Payee; and Maker consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to any substitution, exchange or release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any makers, endorsers, guarantors, or sureties, all whether primarily or secondarily liable, without notice to Maker and without affecting its liability hereunder. (f) To the fullest extent permitted by applicable Law, Maker hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against the enforcement and collection of the obligations evidenced by this Note. (g) If this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting to collect this Note, including all reasonable attorneys' fees and disbursements. (h) To the fullest extent permitted by applicable law, all parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State. Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. (i) THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 3 (j) THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Note is an amendment, restatement, modification and continuation of the obligations outstanding under that certain Amended and Restated Revolving Promissory Note, dated September 26, 2014, made by Maker payable to the order of Payee in the original principal amount of $40,000,000 (the "Prior Note"). This Note is given in renewal, rearrangement and substitution for, but not in the extinguishment or repayment of, the obligations outstanding under the Prior Note. This Note does not constitute a novation.View More
General Provisions. (a) In the event (i) the principal balance hereof is not paid when due due, whether by acceleration or upon on the Maturity Date or such earlier date, if any, to which the Maturity Date may be accelerated pursuant to the Loan Agreement (as the case may be), or (ii) an Event of Default exists, occurs, then the principal balance hereof shall thereafter bear interest from and after at the Default Rate until such date, if any, on which the Event of Default is cured or otherwise ceases, at which time... any remaining principal balance shall again bear interest at the Note Rate. In addition, for any installment (exclusive of the payment due upon the Maturity Date) which is not paid by the tenth (10th) day following the due date thereof Payment Date on which it is due, a late charge equal to five percent (5%) of the amount of such installment shall be due and payable to the holder of this Note on demand to cover the extra expense involved in handling delinquent payments. Such late charge shall equal the lesser of (a) five percent (5%) of the amount of such installment, or (b) five hundred dollars ($500). (b) Maker agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq. (c) This Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to the benefit of Payee, together with its successors and assigns, including each owner and holder from time to time of this Note. 2 (d) Time is of the essence as to all dates set forth herein. 2 (e) To the fullest extent permitted by applicable law, Maker agrees that its liability shall not be in any manner affected by any indulgence, extension of time, or renewal, waiver, or modification granted or consented to by Payee; and Maker consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to any substitution, exchange or release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any makers, endorsers, guarantors, or sureties, all whether primarily or secondarily liable, without notice to Maker and without affecting its liability hereunder. (f) To the fullest extent permitted by applicable Law, Maker hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against the enforcement and collection of the obligations evidenced by this Note. (g) If this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and agrees to pay, in addition to the principal, interest and any other sums due and payable hereon, hereunder, all costs of collecting incurred by Lender to collect, or attempting attempt to collect this Note, including all reasonable attorneys' fees and disbursements. disbursements actually incurred by the Lender. (h) To the fullest extent permitted by applicable law, (i) all parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No protest, and (ii) no failure to accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) (A) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) (B) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State. Maker hereby expressly waives the benefit State of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. Texas. (i) THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 3 (j) THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Note is an amendment, restatement, modification and continuation of the obligations outstanding under that certain Amended and Restated Revolving Promissory Note, dated September 26, 2014, made by Maker payable to the order of Payee in the original principal amount of $40,000,000 (the "Prior Note"). This Note is given in renewal, rearrangement and substitution for, but not in the extinguishment or repayment of, the obligations outstanding under the Prior Note. This Note does not constitute a novation.View More
General Provisions. This Agreement, together with the other Transaction Documents, including the exhibits and schedules hereto and thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters. 8.2.Amendments. Neither this Agreement nor any provision hereof may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the part...y against whom enforcement of the amendment, waiver, discharge or termination is sought. 8.3.Survival. All covenants, agreements, representations and warranties on the part of each of the parties, notwithstanding any investigations or enquiries made by any of the parties prior to the date hereof or the waiver of any condition by any of the parties, shall survive for a period ending on the one (1) year anniversary of the Closing Date. 8.4.Action on Business Day. If the date upon which any act or payment hereunder is required to be done or made falls on a day which is not a business day, then such act or payment shall be performed or made on the first business day next following. 8.5.Severability. If any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality or enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 11 8.6.Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon all parties hereto and their respective heirs, personal representatives, successors and assigns, as the case may be. 8.7.Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada the Parties hereto agree to submit to the jurisdiction of the courts of Las Vegas, Nevada with respect to any legal proceedings arising herefrom. 8.8.Time. Time is of the essence of this Agreement. 8.9.Headings. The headings are inserted solely for convenience of reference and shall not be deemed to restrict or modify the meaning of the Articles to which they pertain. 8.10. Counterparts. This agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.View More
General Provisions. This Agreement, Entire Agreement. The Transaction Documents, together with the other Transaction Documents, including the exhibits and schedules hereto and thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters. 8.2.Amendments. matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. 8.2. Further A...ssurances. The parties shall execute such further documents and do such further things as may be necessary to give full effect to the provisions of this Agreement and the intent embodied herein. 8.3. Amendments. Neither this Agreement nor any provision hereof may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought. 8.3.Survival. 8.4. Survival. All covenants, agreements, representations and warranties on the part of each of the parties, notwithstanding any investigations or enquiries made by any of the parties prior to the date hereof or the waiver of any condition by any of the parties, shall survive for a period ending on the one (1) year anniversary of the Closing Date. 8.4.Action date hereof. 8.5. Action on Business Day. If the date upon which any act or payment hereunder is required to be done or made falls on a day which is not a business day, then such act or payment shall be performed or made on the first business day next following. 8.5.Severability. 8.6. Severability. If any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality or enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 11 8.6.Successors 8.7. Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon all parties hereto and their respective heirs, personal representatives, successors and assigns, as the case may be. 8.7.Governing 8 8.8. Independent Legal Advice. The Inventor acknowledges and agrees that O'Neill Law Corporation has acted solely for the Company in connection with the preparation, negotiation and execution of this Agreement, and that the Inventor has been advised to obtain the advice of independent legal counsel, and that the Inventor has had full opportunity to obtain the advice of such independent legal counsel, prior to entering into this Agreement. 8.9. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada Florida and the Parties parties hereto agree to submit to the jurisdiction of the courts of Las Vegas, Nevada Florida with respect to any legal proceedings arising herefrom. 8.8.Time. 8.10. Time. Time is of the essence of this Agreement. 8.9.Headings. 8.11. Headings. The headings are inserted solely for convenience of reference and shall not be deemed to restrict or modify the meaning of the Articles to which they pertain. 8.10. 8.12. Counterparts. This agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. View More
General Provisions. (a) This Agreement, together with the Plan, represent the entire agreement between the parties with respect to the purchase of the Deferred Shares and may only be modified or amended in a writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Grantee pursuant to the terms of this Agreement shall be in writing and shall be deemed given on the date and at the time delivered via personal, courier or recognized overnight deliv...ery service or, if sent via telecopier, on the date and at the time telecopied with confirmation of delivery or, if mailed, on the date five days after the date of the mailing (which shall be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall be permitted and shall be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement shall be made to Grantee at the address listed in the Company's personnel files. If directed to the Company, any such notice, demand or request shall be sent to the Company's principal executive office, c/o the Company's Secretary, or to such other address or person as the Company may hereafter specify in writing. (c) The Company may condition delivery of certificates for the shares of Common Stock underlying the Deferred Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. (d) The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Deferred Shares subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent 3 with the Plan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board and the Committee upon any questions arising under the Plan. (e) The award of Deferred Shares granted hereunder is intended to comply with the requirements of Section 409A of the Code ("Section 409A") and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. (f) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. (g) Neither this Agreement nor any rights or interest hereunder shall be assignable by the Grantee, Grantee's beneficiaries or legal representatives, and any purported assignment in violation hereof shall be null and void. (h) Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein 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. (i) The grant of Deferred Shares hereunder will not confer upon the Grantee any right to continue in service with the Company or any of its subsidiaries. (j) This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. (k) This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. The parties confirm that it is their wish that this Agreement may be executed by means of electronic signature.View More
General Provisions. (a) This Agreement, Agreement and the Plan together with the Plan, represent the entire agreement between the parties with respect to the purchase granting of the Deferred Shares Restricted Stock Units and may only be modified or amended in a writing signed by both parties. (b) Any notice, demand or request required or permitted to be given by either the Company or the Grantee pursuant to the terms of this Agreement shall must be in writing and shall will be deemed given (i) on the date and at t...he time delivered via personal, courier or recognized overnight delivery service or, service, (ii) if sent via telecopier, telecopier on the date and at the time telecopied with confirmation of delivery, (iii) if sent via email or other electronic delivery or, and receipt is confirmed, on the date and at the time received, or (iv) if mailed, on the date five days after the date of the mailing (which shall must be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall or by email or other electronic delivery (with confirmation or receipt) will be permitted and shall will be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement shall will be made to Grantee at the address (or telecopy number, email or other electronic address, as the case may be) listed in the Company's personnel files. If directed to the Company, any such notice, demand or request shall will be sent to the Corporate Secretary at the Company's principal executive office, c/o the Company's Secretary, or to such other address or person as the Company may hereafter specify in writing. (c) The Company may condition delivery of certificates for shares of Common Stock subject to the Restricted Stock Units (or, if the shares are not certificated, the entry in the stock record books of the Company of the transfer to the Grantee of the shares of Common Stock underlying the Deferred Shares Stock) upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. (d) The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Deferred Shares Restricted Stock Units subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent 3 with the Plan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions 7 or interpretations of the Board and or the Committee upon any questions arising under the Plan. (e) The award of Deferred Shares granted hereunder is intended Subject to comply with the requirements of Section 409A of the Code ("Section 409A") and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. (f) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. (g) Neither 7, neither this Agreement nor any rights or interest hereunder shall will be assignable by the Grantee, the Grantee's beneficiaries or legal representatives, and any purported assignment in violation hereof shall will be null and void. (h) (f) Either party's failure to enforce any provision or provisions of this Agreement shall will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall will not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. (i) (g) The grant of Deferred Shares Restricted Stock Units hereunder will does not confer upon the Grantee any right to continue in service with the Company or any of its subsidiaries. (j) Company. (h) This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. (k) (i) This Agreement may be executed, including execution by facsimile signature, executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. In the event that any signature to this Agreement is delivered by facsimile transmission or by e- mail delivery of a ".pdf" format data file or picture format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic facsimile signature page were an original thereof. The parties confirm that it is their wish that this Agreement may be executed by means of electronic signature. View More
General Provisions. (a) Borrower Waiver. Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with delivery, acceptance, performance or enforcement of this Note. (b) Amendments. Any amendment hereof must be in writing and signed by the party against whom enforcement is sought. (c) Binding Effect. This Note is a binding obligation enforceable against Borrower, its heirs and legal representatives and its permitted successors and assigns and shall inure to the benefit of... Lender and its successors and assigns. Borrower may not assign any of its rights or obligations hereunder without the prior written consent of Lender. (d) Name; Joint and Several Liability. Each Borrower represents that the name of such Borrower printed on the signature page hereto is the name of Borrower that is stated to be its name on the public organic record. If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them. (e) Severability. If a court deems any provision of this Note invalid, illegal or unenforceable, the remainder of this Note shall remain in full force and effect. (f) Delay; Rights Cumulative. No failure by the holder hereof to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such holder may otherwise have. (g) No Waiver. None of the following will be a course of dealing, estoppel, waiver or implied amendment on which any party to this Note or any Loan Documents may rely: (i) Lender's acceptance of one or more late or partial payments; (ii) Lender's forbearance from exercising any right or remedy under this Note, or any document providing security for or guaranty of repayment of this Note; or (iii) Lender's forbearance from exercising any right or remedy under this Note or any Loan Document on any one or more occasions. (h) Counterparts. This Note may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. Any signature delivered by a party by facsimile or email transmission shall be deemed to be an original signature hereto. A photographic or other reproduction of this Note may be made by Lender, and any such reproduction shall be admissible in evidence with the same effect as the original itself in any judicial or administrative proceeding, whether or not the original is in existence. (i) Indemnification. Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, "Indemnitees") and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than Lender's own active gross negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this Note and the related Loan Documents. This indemnity shall survive the termination of this Note. (k) USA Patriot Act. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the USA Patriot Act.View More
General Provisions. (a) Borrower Waiver. Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with delivery, acceptance, performance or enforcement of this Note. (b) Amendments. Any amendment hereof must be in writing and signed by the party against whom enforcement is sought. (c) Binding Effect. This Note is a binding obligation enforceable against Borrower, its heirs and legal representatives and its permitted successors and assigns and shall inure to the benefit of... Lender and its successors and assigns. Borrower may not assign any of its rights or obligations hereunder without the prior written consent of Lender. (d) Name; Joint and Several Liability. Each Borrower represents that the name of such Borrower printed on the signature page hereto is the name of Borrower (i) if an entity, that is stated to be its name on the public organic record. record or (ii) if an individual, indicated on his/her most recently issued, valid driver's license issued by the state of their principal residence. If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them. (e) Severability. If a court deems any provision of this Note invalid, illegal or unenforceable, the remainder of this Note shall remain in full force and effect. (f) Delay; Delays; Rights Cumulative. No failure by the holder hereof to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such holder may otherwise have. (g) No Waiver. None of the following will be a course of dealing, estoppel, waiver or implied amendment on which any party to this Note or any Loan Documents may rely: (i) Lender's acceptance of one or more late or partial payments; (ii) Lender's forbearance from exercising any right or remedy under this Note, or any document providing security for or guaranty of repayment of this Note; or (iii) Lender's forbearance from exercising any right or remedy under this Note or any Loan Document on any one or more occasions. (h) Counterparts. This Note may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. Any signature delivered by a party by facsimile or email transmission shall be deemed to be an original signature hereto. A photographic or other reproduction of this Note may be made by Lender, and any such reproduction shall be admissible in evidence with the same effect as the original itself in any judicial or administrative proceeding, whether or not the original is in existence. (i) Indemnification. Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, "Indemnitees") and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than Lender's own active gross negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this Note and the related Loan Documents. This indemnity shall survive the termination of this Note. (k) USA Patriot Act. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the USA Patriot Act.View More
General Provisions. 8.1 Waivers. The Company and all endorsers of this Note hereby waive notice, presentment, protest and notice of dishonor. 8.2 Transfer. Neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company's prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any Affiliate of Holder who (a)... executes and delivers an acknowledgement that such transferee agrees to be subject to, and bound by, all the terms and conditions of this Note, (b) makes the representations and warranties to the Company that are set forth in Section 5 of the Agreement, and (c) (if requested by the Company) delivers to the Company an opinion of legal counsel, reasonably satisfactory to the Company, that such transfer complies with state and federal securities laws. Subject to the foregoing, the rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees. 8.3 Governing Law. This Note shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 8.4 Headings. The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting this Note. All references in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference. 8.5 Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: Dan Winnike, Esq., facsimile number: , and as to Holder at the address and facsimile number set forth opposite such Holder's name on Schedule I to the Agreement or as otherwise indicated by Holder by providing notice of a change in its address, facsimile number, or other information to the Company. Holder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications. -8- 8.6 Place of Payment. Payments of the Principal and any interest and other payments hereunder shall be delivered to the Holder at the address specified in the Agreement or at such other address or the attention of such other Person as specified by prior written notice to the Company, including any transferee of this Note. 8.7 Amendments and Waivers. This Note and all other Notes issued under the Agreement may be amended and provisions may be waived by the Note holders holding at least a majority of the then outstanding principal amount of Notes and the Company as provided in Section 10(j) of the Agreement. Any amendment or waiver effected in accordance with Section 10(j) of the Agreement shall be binding upon each holder of any Notes at the time outstanding, each future holder of the Notes and the Company. 8.8 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Note to the extent they are held to be unenforceable and the remainder of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.View More
General Provisions. 8.1 10.1 Waivers. The Company and all endorsers of this Note hereby waive notice, presentment, protest and notice of dishonor. 8.2 10.2 Transfer. Neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company's prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any Affiliate of the ...Holder who (a) executes and delivers an acknowledgement that such transferee agrees to be subject to, and bound by, all the terms and conditions of this Note, (b) makes the representations and warranties to the Company that are set forth in Section 5 of the Agreement, this Note, and (c) (if requested by the Company) delivers to the Company an opinion of legal counsel, reasonably satisfactory to the Company, that such transfer complies with state and federal securities laws. Subject to the foregoing, the rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees. 8.3 10.3 Governing Law. This Note shall be governed, construed and interpreted in accordance with the laws of the State of California, New York, without giving effect to principles of conflicts of law. 8.4 12 /15 10.4 Headings. The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting this Note. All references in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference. 8.5 10.5 Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as If to the Company, to Company: Amyris, Inc., Inc. 5885 Hollis Street, Suite 100, 100 Emeryville, CA 94608, 94608 Attn: General Counsel, facsimile Counsel Facsimile number: , If to the Holder: Ginkgo Bioworks, Inc. 27 Drydock Ave., Floor 8 Boston, MA 02210 Attn: with a copy to Fenwick (which shall not constitute notice) to: Choate, Hall & West LLP, 801 California Street, Mountain View, CA 94041, Stewart LLP 2 International Place Boston, MA 02110 Attn: Dan Winnike, Esq., facsimile Fascimile number: , and as to Holder at the address and facsimile number set forth opposite such Holder's name on Schedule I to the Agreement or as otherwise indicated by Holder by providing notice of a change in its address, facsimile number, or other information to the Company. The Holder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications. -8- 8.6 10.6 Place of Payment. Payments of the Principal and any interest and other payments made hereunder shall be delivered to the Holder at the address specified in the Agreement set forth below: Ginkgo Bioworks, Inc. 27 Drydock Ave., Floor 8 Boston, MA 02210 Attn: or at such other address or the attention of such other Person as specified by prior written notice to the Company, including any transferee of this Note. 8.7 13 /15 10.7 Amendments and Waivers. This Note and all other Notes issued under the Agreement may be amended and provisions may be waived only by the Note holders holding at least a majority written agreement of the then outstanding principal amount of Notes Company and the Company as provided in Section 10(j) of the Agreement. Holder. Any amendment or waiver effected in accordance with this Section 10(j) of the Agreement 10.7 shall be binding upon each holder of any Notes at the time outstanding, Note, each future holder of the Notes Note, and the Company. 8.8 10.8 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Note to the extent they are held to be unenforceable and the remainder of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. View More
