Miscellaneous Provisions Contract Clauses (6,929)

Miscellaneous Provisions. Assignment. This Note shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. BCC's interests in and rights under this Note are freely assignable, in whole or in part, by BCC. Maker shall not assign its rights and interest hereunder without the prior written consent of BCC, and any attempt by Maker to assign without BCC's prior written consent is null and void. Any assignment shall not release Maker from the Obligat...ions. Applicable Law; Conflict Between Documents. This Note shall be governed by and construed under the laws of the State of Delaware without regard to the conflict of laws principles thereof. Jurisdiction. Maker irrevocably agrees to nonexclusive personal jurisdiction in the State of Delaware. Severability. If any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. Interpretation; Captions. Any reference in this Notice to the term "person" shall mean any individual, person or entity; as required by the context, the singular shall include the plural, the plural the singular, the neuter gender shall include the male gender and female gender and vice versa. The captions contained in this Note are inserted for convenience only and shall not affect the meaning or interpretation of this Note. Posting of Payments. All payments received on business days after 2:00 p.m. EDT at the office of BCC first shown above shall be deemed received at the opening of the next business day. Fees and Taxes. Maker shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction assessed or arising from time to time. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BCC BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS NOTE OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. FINAL AGREEMENT. This Note and the Purchase Agreement 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. View More

Miscellaneous Provisions. 6.1. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan. 3 6.2. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Landauer, Inc., 2 Science Road, Glenwood, Illinois 60425, Attention: President, and if to the Holder, ...to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile transmission, or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company. 6.3. Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles. 6.4. Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument. LANDAUER, INC. By: Dan Fujii, VP Controller & CAO Acknowledgment, Acceptance and Agreement: By signing below and returning this Agreement to Landauer, Inc., Inc. at the address stated herein, I hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Agreement and the Plan. ____________________________________ [ ] Holder 4 IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to Landauer, Inc. ("Company"), FEIN: 06-1218089, [ ] ([ ]) shares of the common stock of Landauer, Inc. issued for the benefit of the undersigned on or as of [ ], pursuant to the Landauer, Inc. Incentive Compensation Plan and held in book entry form at American Stock Transfer and Trust Company. The undersigned does hereby irrevocably constitute and appoint Dan Fujii or Jeff Volz as attorneys to transfer the said stock on the books of said Company with full power of substitution in the premises. PERSON EXECUTING THIS POWER SIGNS HERE DATE [ ] 5 EX-10.N 7 ldr-20140930ex10n8abfc3.htm EX-10.N Exhibit 10(n) Form of Amended Restricted Stock Award Agreement LANDAUER, INC.RESTRICTED SHARE AWARD AGREEMENTUNDER LANDAUER, INC. INCENTIVE COMPENSATION PLAN Landauer, Inc., a Delaware corporation (the "Company"), hereby grants to [ ] (the "Holder") as of [ ] (the "Grant Date"), pursuant to the provisions of the Landauer, Inc. Incentive Compensation Plan (the "Plan"), a restricted share award (the "Award") of [ ] shares of the Company's Common Stock, $.10 par value ("Shares"), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. View More

Miscellaneous Provisions. Any titles or captions contained in this Agreement are for convenience only and shall not be deemed to qualify the meaning of any provision herein. 4.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns. 4.3 Entire Agreement. This Agreement, together with any exhibits and any other documents necessary to effectuate the terms of this Agreement, contain the entire agreement among the pa...rties hereto with respect to the transactions contemplated hereby and contains all of the terms and conditions thereof and supersedes all prior agreements and understandings relating to the subject matter hereof. No changes or modification of or additions to this Agreement shall be valid unless the same shall be in writing and signed by all parties hereto.4.4 Severability. The provisions of this Agreement shall be deemed severable and the invalidity and unenforceability of anyone or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.4.5 Waiver. The failure of any party hereto to insist, in anyone or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition and the obligations of each party with respect thereto shall continue in full force and effect.4.6 Fees and Expenses. The parties hereto shall each pay their own respective costs, fees and expenses, including, but not limited to, fees and expenses of counsel, accountants and other professionals, incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.4.7 Attorneys' Fees. If any party hereto commences an action against any other party hereto to enforce any of the terms hereof or because of the breach by any party hereto of any of the terms hereof, the losing or defaulting party shall pay the prevailing party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action (whether by arbitration or in court of law), and in connection with any action to collect any judgment rendered thereunder.4.8 Construction. This Agreement has been reviewed by all parties hereto and their respective attorneys, and all parties have had a full opportunity to negotiate the contents hereof. The parties expressly waive any common law or statutory rule of construction that ambiguities be construed against the drafter of this Agreement. 4.9 Assignment. Except as otherwise expressly permitted hereunder, the rights and obligations of each party hereunder shall not be assignable without the prior written consent of the other parties hereto. 2 4.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.4.11 Counterparts. View More

Miscellaneous Provisions. (a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source. (b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of... any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, the Executive's original Change of Control and Severance Agreement dated August 24, 2012 and any rights to extended post-termination exercise period, severance and/or change of control benefits set forth in Executive's Employment Agreement dated February 15, 2008 and amendments thereto dated December 22, 2008 and March 11, 2009, Executive's Restricted Stock Purchase Agreement under the 2008 Stock Plan dated February 15, 2008, Executive's Stock Option Agreement — Early Exercise under the 2008 Stock Plan dated February 3, 2010 and amendment thereto dated December 6, 2010, Executive's Stock Option Agreement — Early Exercise under the 2008 Stock Plan dated September 28, 2010, Executive's Stock Option Agreement under the 2008 Stock Plan dated February 23, 2011, and Executive's Stock Option Agreement under the 2008 Stock Plan dated March 10, 2012. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. (e) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions). Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) will be commenced or maintained in any state or federal court located in the jurisdiction where Executive resides, and Executive and the Company hereby submit to the jurisdiction and venue of any such court. (f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. (g) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes. 10 (h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More

Miscellaneous Provisions. The terms of this Amendment are hereby incorporated by reference into the Agreement. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. The recitals set forth in the recitals above are incorporated herein by this reference. Captions and headings throughout this Amendment are for convenience and reference only and the words contained therein shall in no way be held to define or add to the interpretation, construction, or... meaning of any provision. View More

Miscellaneous Provisions. 6.1.Severability. 6.2.Execution in Counterparts. 6.3.Notices. 6.4.Amendment. 6.5.Entire Agreement. 6.6.Applicable Law; Consent to Jurisdiction. 6.7.Headings. 6.8.Binding Effect; Successors and Assigns. 6.9.Waiver, etc. 6.11.Enforcement. 6.12.Continuing Effect. 6.13.Expenses.

Miscellaneous Provisions. (a)The parties represent that they have read this Agreement and fully understand all of its terms; that they have conferred with their attorneys, or have knowingly and voluntarily chosen not to confer with their attorneys about this Agreement; that they have executed this Agreement without coercion or duress of any kind; and that they understand any rights that they have or may have, and they are signing this Agreement with full knowledge of any such rights. (b)Both parties have participated in ...the drafting of this Agreement with the assistance of counsel to the extent they desired. The language in all parts of this Agreement must be in all cases construed simply according to its fair meaning and not strictly for or against any party. Whenever the context requires, all words used in the singular must be construed to have been used in the plural, and vice versa, and each gender must include any other gender. The captions of the Sections of this Agreement are for convenience only and must not affect the construction or interpretation of any of the provision herein. (c)Each provision of this Agreement to be performed by a party hereto is both a covenant and condition, and is a material consideration for the other party's performance hereunder, and any breach thereof by the party will be a material default hereunder. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement are cumulative and no one of them is exclusive of any other. Time is of the essence in the performance of this Agreement. (d)Each party acknowledges that no representation, statement or promise made by any other party, or by the agent or attorney of any other party, except for those in this Agreement, has been relied on by him/her or it in entering into this Agreement. (e)Unless expressly set forth otherwise, all references herein to a "day" are deemed to be a reference to a calendar day. All references to "business day" mean any day of the year other than a Saturday, Sunday or a public or bank holiday in Orange County, California. Unless expressly stated otherwise, cross-references herein refer to provisions within this Agreement and are not references to any other document. (f)Each party to this Agreement will cooperate fully in the execution of any and all other documents and in the completion of any additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement. EACH OF THE PARTIES ACKNOWLEDGES THAT HE/SHE/IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT, AND THAT IT INCLUDES A WAIVER OF THE RIGHT TO A TRIAL BY JURY, AND, WITH RESPECT TO EXECUTIVE, HE/SHE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. View More

Miscellaneous Provisions. (a) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by overnight courier, U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Executive, mailed notices shall be addressed to her at the home address that she most recently communicated to the Employer in writing. In the case of the Employer, mailed notices shall be addr...essed to: Attention: Chief Executive Officer Executive Chairman c/o: 520 Pike Street, Suite 2250 Seattle, Washington 98101 Telephone: 425 ###-###-#### Facsimile: 425 ###-###-#### (b) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Employer (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement. Except for those agreements or plans referenced herein (including without limitation any employee benefit plans of the Company in which the Executive is a participant in as of the Effective Date), this Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) with respect to the subject matter hereof. In the event of any conflict in terms between this Agreement and any other agreement executed by and between the Executive and the Employer, the terms of this Agreement shall prevail and govern. (d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. (e) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington (except their provisions governing the choice of law). (f) Severability; Blue-Penciling. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. Furthermore, it is the intent, agreement and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant or promise in this Agreement is found to be unreasonable and for that or any other reason unenforceable, then such term, restriction, covenant or promise shall be deemed 8 modified to the minimum extent necessary to make it enforceable by such court or agency; provided further that any such court or agency shall have the power to modify such provision, to the extent necessary to make it enforceable (for the maximum duration and geographic scope permissible), and such provision as so modified shall be enforced, (g) Assignment. The Employer may assign its rights under this Agreement to any entity that expressly in writing assumes the Employer's obligations hereunder in connection with any sale or transfer of all or substantially all of the Company's assets to such entity. (h) Counterparts. 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. ACHIEVE LIFE SCIENCES, INC. By: /s/ John Bencich Name: John Bencich Its: Chief Executive Officer CINDY JACOBS Signed: /s/ Cindy Jacobs View More

Miscellaneous Provisions. 6.1 Notices. All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when (i) delivered personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Sect...ion 6.1. All notices shall be deemed to have been given as of the date of personal delivery or mailing thereof. If to Executive: Ilya Rachman ***@*** If to the Company: Immix Biopharma, Inc. 10573 W. Pico Blvd., # 58, Los Angeles, CA 90064 ***@*** 6.2 Entire Agreement; Waiver. This Agreement sets forth the entire agreement of the parties relating to the employment of Executive and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 5 6.3 Governing Law. All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of California applicable to agreements made and to be performed entirely in California. 6.4 Binding Effect; Nonassignability. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding upon Executive's heirs and legal representatives. 6.5 Severability. Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision. 6.6 Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code ("Section 409A"). To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A, the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant. 6.7 Ownership of Work Product. Executive hereby irrevocably assigns to the Company all right, title and interest worldwide in and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Executive (whether alone or jointly with others) for the Company during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (collectively, the "Work Product"). Executive retain no rights to use the Work Product and agree not to challenge the validity of the Company's ownership of the Work Product. Executive agrees to execute, at the Company's request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, any copyright assignment or patent assignment provided by the Company. Executive hereby irrevocably appoints Company as their attorney-in-fact for the purpose of executing such documents on their respective behalf, which appointment is coupled with an interest. At Company's request, Executive will promptly record any such patent assignment with the United States Patent and Trademark Office. Company will Executive for any reasonable out-of-pocket expenses actually incurred by Executive in fulfilling his obligations under this section. View More

Miscellaneous Provisions. (a) Notice. Notices and all other communications contemplated by this Offer shall be in writing and shall be deemed to have been duly given when personally delivered or when sent to your corporate email address. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its head of Human Resources. (b) Modifications and Waivers. No provision of this Offer shall be modified, waived or discharged unless the mod...ification, waiver or discharge is agreed to in writing and signed by you and by an authorized officer of the Company (other than you). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Offer by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. MariaDB Corporation Ab Offer Letter (c) Whole Offer. No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Offer have been made or entered into by either party with respect to the subject matter hereof. This Offer, any subsequent Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof. (d) Withholding Taxes. All payments made under this Offer shall be subject to reduction to reflect taxes or other charges required to be withheld by law. (e) No Assignment. This Offer and all of your rights and obligations hereunder are personal to you and may not be transferred or assigned by you at any time. The Company may assign its rights under this Offer to any entity that assumes the Company's obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company's assets to such entity. (f) Counterparts. This Offer 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. We are pleased to be able to extend this offer and look forward to working with you. To indicate your acceptance of the Company's Offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement, on or before February 11, 2018. Please indicate the date on which you expect to begin work in the space provided below (the "Commencement Date"). Sincerely, MariaDB Corporation Ab Accepted and Agreed /s/ Boel Larsen /s/ Franz Aman Boel Larsen VP Human Rsources Franz Aman Date: February 12, 2018 View More