Miscellaneous Provisions Contract Clauses (6,929)

Miscellaneous Provisions. a. Representation. The Executive represents and certifies that he has carefully read and fully understands all of the provisions and effects of this Release, has knowingly and voluntarily entered into this Release freely and without coercion, and acknowledges that on March 21, 2016, the Company advised him to consult with an attorney prior to executing this Release and further advised him that he had 45 calendar days within which to review and consider this Release. Executive understands that he... can waive the 45-day period to evaluate and consider this Agreement and that, if he signs this Release in less time, he has done so voluntarily in order to obtain sooner the benefits under this Release. The Executive is voluntarily entering into this Release and no member of the Company Group nor any other Released Parties made any representations concerning the terms or effects of this Release other than those contained in this Release itself and the Executive is not relying on any statement or representation by the Company or any other Released Parties in executing this Release. The Executive is relying on his own judgment and that of his attorney to the extent so retained. The Executive also specifically affirms that this Release clearly expresses his intent to waive fraudulent inducement claims, and that he disclaims any reliance on representations about any of the specific matters in dispute. b. Revocation. The Executive acknowledges that he has 7 calendar days from the date this Release is executed in which to revoke his acceptance of this Release, and this Release will not be effective or enforceable until such 7-day period has expired. To be effective, any such revocation must be in writing and delivered to the Company's principal place of business, Attn. : Arturo Díaz-Abramo, on or before the 7th calendar day after signing and must expressly state the Executive's intention to revoke this Release. c. Return of Property. By signing this Release, the Executive affirms having returned to the Company all of the Company's property that is in the Executive's possession, custody or control, including, without limitation, (a) all keys, access cards, credit cards, 5 computer hardware (including but not limited to all hard drives, diskettes, compact disks, DVDs, electronic storage devices, and personal data assistants, and the contents of all such hardware, as well as any passwords or codes or instructions needed to operate any such hardware), computer software and programs, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information, design information, specifications and plans, data base information and lists, mailing lists, notes, and any other property or information that the Executive has or had relating to the Company Group (whether those materials are in paper, electronic or computer-stored form or in any other form or medium), and (b) all documents and other property containing, summarizing, or describing any Confidential Information (as defined in the Employment Agreement), including all originals and copies. The Executive affirms that he has not retained any such property or information in any form, and will not give copies of such property or information or disclose their contents to any other person. View More

Miscellaneous Provisions. 13.1Administration. 13.2Termination or Amendment. 13.3Nontransferability of the Award. 13.5Binding Effect. 13.6Delivery of Documents and Notices. 13.8Applicable Law. 13.9Counterparts. 1.1"Benchmark Index" shall mean the Russell 2000 Index. 1.2"Benchmark TSR" shall mean the total shareholder return of the Benchmark Index, expressed as a percentage and calculated based on the change in index price over the applicable Performance Period, where the beginning price for purposes of the calculation is ...the average closing price over the 30 consecutive trading days ending on the last trading day prior to the first day of the applicable Performance Period and the ending price for purposes of the calculation is based on the average closing trading price over the 30 consecutive trading days ending on the last trading day prior to the last day of the applicable Performance Period. 1.3"Company TSR" shall mean the total shareholder return of the Stock, expressed as a percentage and calculated based on the change in the price of one share of Stock over the applicable Performance Period , where the beginning share price for purposes of the calculation is the average closing trading price over the 30 consecutive trading days ending on the last trading day prior to the first day of the applicable Performance Period and the ending share price for purposes of the calculation is based on the average closing trading price over the 30 consecutive trading days ending on the last trading day prior to the last day of the applicable Performance Period, and assuming dividends (if any) are reinvested. 1.4"Relative TSR" shall mean the percentage points obtained by subtracting the Company TSR from the Benchmark TSR and may be a negative number. View More

Miscellaneous Provisions. 10.1. Binding on Successors. This Agreement will be binding upon and inure to the benefit of the GT, the Executive and each of their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 10.2. Governing Law. This Agreement will be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Georgia, without regard to conflicts of law principles. 10.3. Seve...rability. Any provision of this Agreement that is deemed invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant will be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. 10.4. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express or UPS, addressed to GT (to the attention of the Secretary of GT) at its principal offices and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. (i) To GT. If to GT, addressed to the attention of the Secretary or other applicable Company officer at 5835 Peachtree Comers East Suite D Norcross, GA 30092 (ii) To the Executive. If to the Executive, to him at 160 Foalgarth Way, Alpharetta GA, 30022. 10.5. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same Agreement. 10.6. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the Executive's employment by the Company, except the (1) the GT Trade Secret, Confidential Information, Assignment of Inventions, and Nonsolicitation Agreement and (2) the GT Inc. Non-Compete Agreement, to be dated June 18, 2007, which continue in full force and effect, and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement will constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative or other legal proceeding to vary the terms of this Agreement. 10.7. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, approved by GT and signed by the Executive, GT. Failure on the part of either party to complain of any action or omission, breach or default on the part of the other party, no matter how long the same may continue, will never be deemed to be a waiver of any rights or remedies hereunder, at law or in equity. The Executive, GT may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform only through an executed writing; provided, however, that such waiver will not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. 10.8. No Inconsistent Actions. The parties will not voluntarily undertake or fail to undertake any action or course of action that is inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement. 10.9. Headings and Section References. The headings used in this Agreement are intended for convenience or reference only and will not in any manner amplify, limit, modify or otherwise be used in the construction or interpretation of any provision of this Agreement. All section references are to sections of this Agreement, unless otherwise noted. View More

Miscellaneous Provisions. Entire Agreement. This Agreement constitutes the entire agreement between the parties on all matters herein contained, and its execution has not been induced by, nor do any of the parties hereto rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof. This Agreement shall not be amended, altered or qualified except by an instrument in writing, signed by all parties hereto and any amendments, alterations, or qualifications hereof ...shall not be binding upon or affect the rights of any party who has not given its consent in writing. 11.2. Interpretation. The division of this Agreement into articles and sections is for convenience and reference only and shall not affect the interpretation of construction of the Agreement. 11.3. Severability. If any of the covenants herein shall be held unenforceable or declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of any remaining provisions of the Agreement and such unenforceable, or invalid portion shall be severable from the remainder of this Agreement. 11.4. Notices. All notices, requests, demands, or communications made under the terms hereof or required or permitted to be given by one party to another shall be given in writing by personal delivery or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows: to the Creditor and Consultant at: GJS CAPITAL CORP. Suite 1500, 1040 West Georgia St., Vancouver, BC V6E 4H1 Email: sedun@global-vision.ca Fax: 604-266-0081 With a copy to: English Bay Law Corporation 302-2695 Granville Street Vancouver, BC V6H 3H4 Email: jonathan.reilly@englishbaylaw.ca Fax: 1-866-218-2120 -8- to the Company at: ROYAL MINES AND MINERALS CORP. 2580 Anthem Village Dr., Henderson, NV 89052 Email: jmitch692003@yahoo.com Fax: 866-381-2090 or to such other address as may be given by any of them to the other from time to time and such notices, requests, demands or other communications shall be deemed to have been received when delivered, or, if mailed, ten (10) business days following the date of mailing thereof, provided that if any such notice, request, demand or other communication shall have been mailed in regular mail service shall be interrupted by strikes or other irregularities, such notices, requests, demands, or other communications shall be deemed to have been received ten (10) business days after the day following the resumption of normal mail service. 11.5. Time of the Essence. Time is of the essence. 11.6. Further Assurances. The parties agree to sign such other instruments, cause such meetings to be held, resolutions passed and by-laws enacted, exercise the vote and influence, do and perform and cause to be done and performed, such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement. 11.7. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 11.8. Non-Waiver. No waiver by any party of any breach by any other party of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement, nor shall any forbearance to seek a remedy for any breach be a waiver of any rights and remedies with respect to such or any subsequent breach. 11.9. Currency. All dollar amounts in this Agreement are in United States Dollars unless otherwise indicated. 11.10. Governing Law. This contract will be governed by and construed by the laws of the State of Nevada, and the laws of the United States of America applicable therein any court of competent jurisdiction in the United States of America shall have jurisdiction to adjudicate any matter arising out of this Agreement. 11.11. Executed in Counterparts. This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. View More

Miscellaneous Provisions. (a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company. (b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant's shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent). (c) The Plan and Offering do not constitu...te an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature of a Participant's employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant. (d) The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state's conflicts of laws rules. 12 EX-10.1 5 d932631dex101.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 27, 2015 APPROVED BY THE STOCKHOLDERS: MAY 19, 2015 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. (b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. View More

Miscellaneous Provisions. a. General Representation and Warranty. Each Party represents and warrants to the other that the execution and delivery of this Amendment and the performance of the obligations contemplated hereunder do not violate any law, rule or regulation or order, judgment or decree binding upon the representing Party and will not result in a breach of any term of the certificate of incorporation or by-laws of the representing Party or of any contract, agreement or other instrument to which it is a party. b.... Governing Law. The Amendment shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the choice of law provisions thereof. c. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An executed counterpart of this Second Amendment delivered by electronic means (such as telephonic facsimile or electronic mail) shall have the same binding effect as if delivered as a paper copy bearing an original, hand-written signature. [Remainder of page intentionally left blank. Signatures appear on following page.] Amendment No. View More

Miscellaneous Provisions. (a) This Security Instrument shall bind, and the rights granted by this Security Instrument shall benefit, the successors and assigns of Lender. This Security Instrument shall bind, and the obligations granted by this Security Instrument shall inure to, any permitted successors and assigns of Borrower under the Loan Agreement. If more than one (1) person or entity signs this Security Instrument as Borrower, the obligations of such persons and entities shall be joint and several. The relationship... between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Security Instrument shall create any other relationship between Lender and Borrower. No creditor of any party to this Security Instrument and no other person shall be a third party beneficiary of this Security Instrument or any other Loan Document. (b) The invalidity or unenforceability of any provision of this Security Instrument or any other Loan Document shall not affect the validity or enforceability of any other provision of this Security Instrument or of any other Loan Document, all of which shall remain in full force and effect. This Security Instrument contains the complete and entire agreement among the parties as to the matters covered, rights granted and the obligations assumed in this Security Instrument. This Security Instrument may not be amended or modified except by written agreement signed by the parties hereto. (c) The following rules of construction shall apply to this Security Instrument: (1) The captions and headings of the sections of this Security Instrument are for convenience only and shall be disregarded in construing this Security Instrument. Fannie Mae Multifamily Security Instrument Form 6025.TX Page 18 Texas 06-12 © 2012 Fannie Mae (2) Any reference in this Security Instrument to an "Exhibit" or "Schedule" or a "Section" or an "Article" shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Security Instrument or to a Section or Article of this Security Instrument. (3) Any reference in this Security Instrument to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time. (4) Use of the singular in this Security Instrument includes the plural and use of the plural includes the singular. (5) As used in this Security Instrument, the term "including" means "including, but not limited to" or "including, without limitation," and is for example only, and not a limitation. (6) Whenever Borrower's knowledge is implicated in this Security Instrument or the phrase "to Borrower's knowledge" or a similar phrase is used in this Security Instrument, Borrower's knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower's knowledge after reasonable and diligent inquiry and investigation. (7) Unless otherwise provided in this Security Instrument, if Lender's approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision shall be made in Lender's sole and absolute discretion. (8) All references in this Security Instrument to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof. (9) "Lender may" shall mean at Lender's discretion, but shall not be an obligation. View More

Miscellaneous Provisions. The Company is the sponsor and legal obligor under the Plan and shall make all payments hereunder, other than any payments to be made by any of the Subsidiaries (in which case payment shall be made by such Subsidiary, as appropriate). The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the payment of any amounts under the Plan, and the Participants' rights to the payment hereunder shall be no greater than the rights of ...the Company's (or Subsidiary's) unsecured creditors. All expenses involved in administering the Plan shall be borne by the Company. View More

Miscellaneous Provisions. 14.1 Binding Effect. 14.2 Termination or Amendment. 14.3 Notices. 14.4 Employment Agreement. 14.6 Applicable Law. 14.7 Counterparts. 14.8 Consultation with Professional Tax and Investment Advisors.

Miscellaneous Provisions. (a) The invalidity or unenforceability of any portion or provision of this Agreement shall not effect the validity or enforceability of any other portion, nor shall either party's implied or express consent to the breach or waiver of any provision of this Agreement constitute a waiver of such provision as to any subsequent breach. (b) In the event of any claim or controversy arising hereunder, the prevailing party in such claim or controversy shall be entitled to a reasonable attorneys' fee in a...ddition to whatever other relief said party would be otherwise entitled. (c) Force Majeure. Failure to perform by either party will be excused in the event of any delay or inability to perform its duties under this Agreement directly or indirectly caused by conditions beyond its reasonable control including without limitation, fires, floods, earthquakes, snow, ice, disasters, Acts of God, accidents, riots, wars, operation of law, strikes, governmental action or regulations, shortages of labor, fuel, power, materials, manufacturer delays or transportation problems. View More