General Provisions Contract Clauses (6,109)

General Provisions. 4.1 Notices. 4.2 Severability. 4.3 Waiver. 4.4 Entire Agreement. 4.5 Counterparts. 4.6 Headings and Construction. 4.7 Successors and Assigns. 4.8 Informing Subsequent Employers. 4.9 Attorney Fees. 4.10 Arbitration. 4.11 Governing Law.

General Provisions. 8.1Non-Guarantee of Employment or Participation in the Plan. 8.2Interests Not Transferable. 8.3Controlling Law. 8.4Severability. 8.5No Trust or Fund Created. 8.6Headings. 8.7Tax Withholding. 8.8Off-set. 8.9Effective Date. 2.5Annual Target Bonus Pool means, for a Plan Year, the Target Bonus of the Eligible Employees of the Partnership or one its employing affiliates for that Plan Year.2.6Board means the Board of Directors of the Company.2.7Bonus Pool Payout Factor means the multiplier factor appl...ied to the Annual Target Bonus Pool to determine the Funded Bonus Pool for the applicable Plan Year. View More

General Provisions. From time to time, each party will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this Agreement. 14.2 Waiver. Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived by the party to whom such compliance is owed. 14.3 Brokers. Each party agrees to indemnify and hold harmless the other party against any fee, loss, or expense arising out o...f claims by brokers or finders employed or alleged to have been employed by the indemnifying party. 14.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class certified mail, return receipt requested, or recognized commercial courier service, as follows: If to Acquirer, to: Doubleline Capital Sdn Bhd 34-02, Menara Citibank. 165 Jalan Ampang, 50450 Kuala Lumpur Malaysia If to Target or Shareholder, to: All Crescent Sdn Bhd 34-02, Menara Citibank. 165 Jalan Ampang, 50450 Kuala Lumpur Malaysia 15.5 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Malaysia. 15.6 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void. 15.7 Counterparts. This Agreement may be executed simultaneously 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. Signatures sent by facsimile or electronic transmission shall be deemed to be evidence of the original execution thereof. 15.8 Effective Date. The effective date of this Agreement shall be December 28, 2018. Doubleline Capital Sdn Bhd By: Name: Ali Kasa Title: Chief Executive Officer All Crescent Sdn Bhd By: Name: Fauzi Ahmad Title: Director EX-10.1 2 ex10-1.htm Exhibit 10.1 ACQUISITION AGREEMENT This Acquisition Agreement ("Agreement") is entered into this 28 day of December 2018 by and among Doubleline Capital Sdn Bhd., a Malaysian company ("Acquirer"), All Crescent Sdn Bhd, a Malaysian Company ("Target") and shareholders of All Crescent Sdn Bhd being the owners of record of 100% of the issued and outstanding common stock of Target (referred to hereafter as the "Shareholders"). Whereas, Acquirer desires to acquire and the Shareholders desire to transfer the issued securities of Target identified in item 1.1 below in a transaction intended to qualify as a reorganization within the meaning of section 368(a)(1)(B) of the United States Internal Revenue Code of 1986, as amended. Now, therefore, Acquirer, Target, and the Shareholder agree as follows: 1. Purchase Price and Exchange of Stock 1.1 The purchase price is USD $ 320,166.00 where USD $ 130,166.00 to be paid in cash and 190,000.00 to be paid in form of shares of Anvia Holdings Corporation based on the closing price on December 28, 2018 for 100% shares of All Crescent Sdn Bhd. 1.2 Exchange of Certificates. The Shareholders shall surrender such certificate(s) in the aggregate amount of shares representing 100% of the issued and outstanding common stock of Target to Acquirer and shall receive in exchange a certificate or certificates representing the 200,000 shares of Acquirer's common stock. The transfer of Target shares by the Shareholders shall be affected by the delivery to Acquirer at the Closing of certificates representing the transferred shares endorsed in blank or accompanied by stock powers executed in blank. Of the total of 200,000 shares to be issued by the Acquirer to all current shareholders shall receive 200,000 shares. 1.3 Further Assurances. At the Closing and from time to time thereafter, the Shareholders shall execute such additional instruments and take such other action as Acquirer may request in order more effectively to sell, transfer, and assign the transferred stock to Acquirer and to confirm Acquirer's title thereto. View More

General Provisions. 11.1 Unfunded Obligations. The amounts to be paid to Non-Employee Directors under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Non-Employee Directors shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor. 11.2 No Right to Continued Board Membership. Neither the Plan nor any compensation paid hereund...er will confer on any Non-Employee Director the right to continue to serve as a member of the Board or in any other capacity. 11.3 Nonassignment. Any and all rights of a Non-Employee Director respecting payments under this Plan may not be assigned, transferred, pledged or encumbered in any manner, other than by will or the laws of descent and distribution, and any attempt to do so shall be void. 11.4 Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns. 11.5 Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof (other than matters covered by the Equity Incentive Plan) and supersedes all prior plans with respect to the subject matter hereof. 11.6 Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. 11.7 Term of Plan. The Plan shall become effective on the Effective Date and shall continue until terminated by the Board. 11.8 Termination and Amendment. The Board may at any time amend or modify this Plan in whole or in part. Notwithstanding the foregoing, no amendment or termination of the Plan may impair the right of a Non-Employee Director to receive any amounts accrued hereunder prior to the effective date of such amendment or termination. 10 11.9 Applicable Law. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state's conflict of law rules. 11.10 Section 409A. The Plan is intended to comply with the requirements of Section 409A, to the extent applicable, and shall be interpreted accordingly. Notwithstanding the foregoing, the Company makes no representations or covenants that any compensation paid or awarded under the Plan will comply with Section 409A. 11.11 Withholding. To the extent required by applicable Federal, state or local law, a Non-Employee Director must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan. 11.12 Severability. If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted. 11.13 Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan. 11 EX-10.1 2 e618686_ex10-1.htm 2019 HIREQUEST, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN 1. Purpose. This Non-Employee Director Compensation Plan (the "Plan") is intended to attract highly-qualified individuals to serve as Non-Employee Directors of HireQuest, Inc. (the "Company") and to provide Non-Employee Directors with incentives and rewards that motivate superior oversight and protection of the Company's business. View More

General Provisions. 6.1 Counterparts; Facsimile Signatures. 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, and it shall not be a condition to the effectiveness of this Agreement that each party shall have executed the same counterpart. This Agreement may be executed by facsimile or other electronic signatures. 6.2 Applicable Law, Jurisdiction and Venue. This Agreement shall be governed by,... interpreted under and enforced in accordance with the laws of the State of New York, without regard to the principles of conflict of laws that would cause the application of the laws of any other jurisdiction. The parties consent and agree that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of New York, and the parties further consent and agree that jurisdiction and venue for such proceedings shall lie exclusively with such courts. 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 6.4 Headings and Subheadings. The various headings and subheadings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. 6.5 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter of this Agreement. This Agreement supersedes all proposals, whether oral or written, and all other communications between and among the parties relating to the subject matter of this Agreement. No addition to or modification of any of the foregoing provisions shall be binding upon any party unless made in writing and signed by all parties to this Agreement. 4 6.6 No Other Amendments/Waivers. Unless and until the Termination Date occurs, the Term Loan Agreement shall be unmodified and shall continue to be in full force and effect in accordance with their terms. In addition, except as specifically provided herein, unless and until the Termination Date occurs, this Agreement shall not be deemed a waiver of any term or condition of any of the Term Loan Agreement and shall not be deemed to prejudice any right or rights which the Lender or the Borrower may now have or may have in the future under or in connection with any of the Term Loan Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time. View More

General Provisions. a. Amendments. This Agreement may not be amended or modified except by a written agreement signed by both parties. b. Severability. In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, the remaining provisions of this agreement will remain in full force and effect to the fullest extent permitted by law. c. Successors and Assigns. This Agreement will bind and benefit the parties hereto and their respective successors and assigns..., but none of your rights or obligations hereunder may be assigned by either party hereto without the written consent of the other, except by operation of law upon your death. d. Dispute Resolution. Any disputes arising under or in connection with this Agreement must be resolved by final and binding arbitration as provided for in Section 8 of the Employment Agreement, which is incorporated in this Agreement. 8 e. Tax Withholding; Code 409A. The Transition Payment shall be reported as compensation and to the extent required, as "nonqualified deferred compensation" subject to Code § 409A and regulations promulgated thereunder. The Transition Payment and other benefits to be provided to you in connection with this Agreement may be subject to required withholding of federal, state and local income, excise and employment-related taxes, and other deductions for benefits and other expenses. This Agreement and the payments and benefits provided, shall, to the greatest extent permitted by law be exempt from the requirements applicable to deferred compensation under Code § 409A and regulations promulgated thereunder, and to the extent not otherwise exempt, you and the Company intend that this Agreement comply with the requirements of Code § 409A and agree to administer and interpret this Agreement in manner consistent with, and that gives effect to, such intention. f. Notices. Any notice or other communication under this Agreement must be in writing and will be deemed given when delivered in person, by overnight courier (with receipt confirmed), or upon receipt if sent by certified mail, return receipt requested, as follows (or to such other persons or addresses as may be specified by written notice to the other party): If to the Company: Nuvera Communications, Inc. Attention: Chairman of the Board of Directors 27 North Minnesota Street New Ulm, Minnesota 56073 If to you: Mr. Bill Otis 19712 KC Road New Ulm, Minnesota 56073 g. Entire Agreement. Except as expressly provided for in this Agreement, the Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes and terminates the Employment Agreement in the times and in the manners hereinabove and supersedes and terminates all other prior agreements with respect to the subject matter hereof. h. Governing Law. This Agreement has been made in and will be governed and construed in accordance with the laws of the State of Minnesota without giving effect to the principles of conflict of laws of any jurisdiction. View More

General Provisions. (a) Nothing contained herein shall give a Participant any right to any benefit upon termination of service with the Company. No Participant entitled to a Transaction Bonus under this Plan may assign, transfer, or in any other way alienate such Transaction Bonus hereunder, nor shall any Transaction Bonus under this Plan be subject to garnishment, attachment, execution, or levy of any kind. 2 (b) Neither the establishment of this Plan, nor any modification thereof, nor the payment of any Transacti...on Bonus hereunder, shall be construed as giving to any Participant or other person any legal or equitable right against the Company or the Board, or any fiduciary, employee, or agent of the Company. (c) The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it reasonably believes it may have to withhold for federal, state, or local income or other taxes incurred by reason of payments pursuant to this Plan. (d) Should any provision of this Plan be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of this Plan unless such determination shall render impossible or impracticable the functioning of this Plan, and in such case, an appropriate provision or provisions shall be adopted so that this Plan may continue to function properly. (e) All announcements, notices, and other communications regarding this Plan will be made by the Company in writing (whether in electronic form or otherwise). Except for written amendments to this Plan or official written communications issued by the Company in connection with this Plan, Participants may not rely on any representation or statement made by the Company or its affiliates or any of its or their officers, directors, employees, or agents, whether written or oral, regarding such participants' participation in this Plan and any rights thereunder. [The remainder of this page intentionally left blank] 3 TOROTEL, INC. TRANSACTION BONUS PLAN FOR BOARD MEMBERS EXHIBIT A Selected Board Member Amount of Transaction Bonus Tony Lewis $ 237,000 Scott Sill $ 270,000 Barry Hendrix $ 270,000 Steve Swinson $ 200,000 Richard Sizemore $ 200,000 4 EX-10.2 4 a19-24361_1ex10d2.htm EX-10.2 Exhibit 10.2 TOROTEL, INC. TRANSACTION BONUS PLAN FOR BOARD MEMBERS 1. Purpose. The purpose of this Transaction Bonus Plan for Board Members (this "Plan") is to establish a bonus program for members of the Board of Directors (the "Board") of Torotel, Inc. (the "Company") as recommended to the Board by the Governance, Compensation and Nominating Committee (the "Committee") in recognition of the instrumental service the directors will have provided to the Company in protecting shareholder value in the event of the successful consummation of a transaction resulting in a change of control of the Company (a "Transaction"). View More

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto, the Issuer and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assig...nment and Assumption Agreement by facsimile or other electronic imaging means (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption Agreement. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York. EX-10.24 24 d642454dex1024.htm EX-10.24 EX-10.24 Exhibit 10.24 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Assignment and Assumption Agreement") is dated as of the Effective Date set forth below (the "Effective Date") and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein have the meanings provided in the Note Purchase Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the "Standard Terms and Conditions") are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption Agreement as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Note Purchase Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the aggregate principal amount of Notes identified below, (ii) the Assignor's rights and obligations as a Purchaser under the Note Purchase Agreement and any other documents or instruments delivered pursuant thereto, to the extent related to the amount identified below of all of such outstanding rights and obligations of the Assignor of the aggregate principal amount of Notes identified below, and (iii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Purchaser) against any Person, whether known or unknown, arising under or in connection with the Note Purchase Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above (the rights and obligations sold and assigned pursuant to clauses (i), (ii) and (iii) above being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption Agreement, without representation or warranty by the Assignor. If this Assignment and Assumption covers all of the remaining portion of the Assignor's rights and obligations under the Note Purchase Agreement, the Assignor shall cease to be a party thereto. Nothing under this Assignment and Assumption shall release the Assignor from any rights and remedies available to the Issuer for any breaches by Assignor prior to the Effective Date (or thereafter if the Assignor shall remain a Purchaser other than with respect to the Assigned Interest) of any of its obligations under the Note Purchase Agreement. View More

General Provisions. 7.1Governing Law and Venue. 7.2Severability. 7.3Survival. 7.4Employment. 7.5Notices. 7.6Injunctive Relief. 7.7Waiver. 7.8Export. 7.9Counterparts. 7.11Advice of Counsel. 7.12Protected Activity Not Prohibited.

General Provisions. 10.1 Waivers. 10.3 Transfer. 10.4 Governing Law. 10.5 Headings. 10.6 Notices. 10.7 Amendments and Waivers. 10.8 Severability.