Miscellaneous Contract Clauses (41,182)
Grouped Into 893 Collections of Similar Clauses From Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Miscellaneous. 8.1 Notices. All notices required or permitted to be given under this Agreement will be given in writing and will be effective when either personally delivered (including delivery by Fedex or other courier), or when sent by facsimile, addressed as follows: To University: Office of Sponsored Programs [***] Attn: Clinical and Corporate To AIM: AIM ImmunoTech Inc. 2117 SW Highway 484 Ocala, Florida 34473 Attn: David Strayer, MD Or such other address as either party may hereinafter specify by writte
...n notice to the other under this Section 8.1. Such notices and communications will be deemed effective on the date of personal delivery or upon confirmed answer back by facsimile. 8.2 Entire Agreement; Amendment and Waivers. This Agreement is the entire agreement between University and AIM with respect to the specific subject matter hereof. This Agreement may not be modified, amended or terminated, nor may any term hereof be waived, except by an instrument in writing, signed by authorized representatives of both University and AIM. 8.3 Severability; Enforcement. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable, or void, as written, in whole or in part, such provision will be deemed to be amended to the extent necessary to be enforceable and applied by such court in the broadest possible manner, consistent with enforceability, and the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances will remain in full force and effect. 4 EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 8.4 Assignment; Binding Effect. This Agreement may not be assigned, nor may any of the rights or obligations be delegated, without the prior approval of both parties. 8.5 Remedies. The parties agree that in the event of any breach or threatened breach of any of the covenants herein, the damage or imminent damage to the value and the goodwill of a party may be irreparable and extremely difficult to estimate, making any remedy extremely difficult to estimate, and/or making any remedy at law or in damages inadequate. Accordingly, the parties agree that they will be entitled to seek injunctive relief against the other party in the event of any breach of any such terms of this Agreement, in addition to any other relief (including damages) available under this Agreement or under law. 8.6 Governing Law. The validity, interpretation, enforceability, and performance of this Agreement will be governed by and construed in accordance with the laws of Florida, U.S.A. without regard to the application of conflict laws.
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Miscellaneous. 8.1 Notices. All notices required or permitted to be given under this Agreement will be given in writing and will be effective when either personally delivered (including delivery by
Fedex Federal Express or other
internationally recognized courier), or when sent by facsimile, addressed as follows: To
University: Office National Institute of
Sponsored Programs Infectious Disease: Hideki Hasegawa, M.D., Ph.D. 4-7-1Gakuen,Musashimurayama-shi, Tokyo, 208-0011 JAPAN EXPLANATORY NOTE: [***]
Attn: Cli...nical and Corporate INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. To AIM: Shionogi & Co., Ltd.: Yasuyoshi Isou, Ph.D. 1-8, Doshomachi 3-chome Chuo-ku, Osaka 541-0045 Japan To AIM ImmunoTech Inc.: Thomas K. Equels AIM ImmunoTech Inc. 2117 SW Highway 484 Ocala, Florida 34473 Attn: David Strayer, MD Or such other address as either party each Party may hereinafter specify by written notice to the other under this Section 8.1. Such notices and communications will be deemed effective on the date of personal delivery or upon confirmed answer back by facsimile. 8.2 Entire Agreement; Amendment and Waivers. This Agreement, including the Confidentiality Agreement incorporated in this Agreement, is the entire agreement between University the Companies and AIM with respect to the specific subject matter hereof. This Agreement may not be modified, amended or terminated, nor may any term hereof be waived, except by an instrument in writing, signed by authorized representatives of both University the Companies and AIM. 8.3 Severability; Enforcement. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable, or void, as written, in whole or in part, such provision will be deemed to be amended to the extent necessary to be enforceable and applied by such court in the broadest possible manner, consistent with enforceability, and the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances will remain in full force and effect. 4 EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 8.4 Assignment; Binding Effect. This Agreement may not be assigned, nor may any of the rights or obligations be delegated, without the prior approval of both parties. Parties. 8.5 Remedies. The parties Companies agree that in the event of any breach or threatened breach of any of the covenants herein, the damage or imminent damage to the value and the goodwill of a party Party may be irreparable and extremely difficult to estimate, making any remedy extremely difficult to estimate, and/or making any remedy at law or in damages inadequate. Accordingly, the parties Parties agree that they will be entitled to seek injunctive relief against the other party Party in the event of any breach of any such terms of this Agreement, in addition to any other relief (including damages) available under this Agreement or under law. 8.6 Governing Law. The validity, interpretation, enforceability, and performance of this Agreement will be governed by and construed in accordance with the laws of Florida, the State of New York, U.S.A. without regard to the application of conflict laws. 8.7 Force Majeure. No Party will be liable to the other for any failure or delay in the performance of its obligations to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, disease, epidemics, quarantines, pandemics, acts of government, a declared state of emergency, delays in visas, changes in laws and governmental policies, or other conditions beyond its reasonable control following execution of this Agreement. If the performance by either Party of any of its obligations under this Agreement (including making a payment) is prevented by any such circumstances, then such Party shall communicate the situation to the other as soon as possible, and the Parties shall endeavor to limit the impact to the Projects. The Parties agree to mitigate risks to the Research Projects and personnel, and to amend Research Projects period of performance and milestones if possible. EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.
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Miscellaneous. 9.1 Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. 9.2 No Employment Agreement. This Ag
...reement does not alter Executive's at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. 9.3 Modification of Agreement. This Agreement may be modified, amended or superceded only by a written agreement signed by Executive and the Chief Executive Officer. 9.4 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California. 9.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior understandings and agreements, whether oral or written between or among the parties hereto with respect to the specific subject matter hereof.
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Miscellaneous. 9.1 Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. 9.2 No Employment Agreement. This Ag
...reement does not alter Executive's at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. 9.3 Modification of Agreement. This Agreement may be modified, amended or superceded only by a written agreement signed by Executive and the Chief Executive Officer. 9.4 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California. 9.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior understandings and agreements, whether oral or written between or among the parties hereto with respect to the specific subject matter hereof. Executive: Cepheid: /s/ Peter Farrell By: /s/ John L. Bishop Name: John L. Bishop Title: Chief Executive Officer EX-10.2 4 d751527dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 Change of Control Retention and Severance Agreement This Change of Control Retention and Severance Agreement (the "Agreement") is made and entered into as of June 9, 2014, by and between Cepheid and Peter Farrell (the "Executive"). Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
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Miscellaneous.
9.1 5.1 Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.
9.2 5.2 No Employment Agreement.
... This Agreement does not alter Executive's Employee's at-will employment status or obligate the Company to continue to employ Executive Employee for any specific period of time, or in any specific role or geographic location. 9.3 5.3 Modification of Agreement. This Agreement may be modified, amended or superceded superseded only by a written agreement approved by the Board of Directors of Warren and signed by Executive Employee and the Chief Executive Officer. 9.4 5.4 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California. 9.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior understandings and agreements, whether oral or written between or among the parties hereto with respect to the specific subject matter hereof. New York.
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Miscellaneous. 2.01 Effect. Except as amended hereby, the Agreement shall remain in full force and effect. 2.02 No Waiver. This Amendment is effective only in the specific instance and for the specific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the Purchase Agreement in the future. 2.03 Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Agreement unless the con
...text clearly indicates or dictates a contrary meaning. 2.04 Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York (without giving effect to any rule or principle that would result in application of the law of any other jurisdiction) and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 2.05 Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any of such counterparts.
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Miscellaneous.
2.01 3.01 Effect. Except as amended hereby, the Agreement shall remain in full force and effect.
2.02 3.02 No Waiver. This Amendment is effective only in the specific instance and for the specific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the
Purchase Agreement in the future.
2.03 3.03 Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Agreement
... unless the context clearly indicates or dictates a contrary meaning. 2.04 3.04 Governing Law. This Amendment shall be deemed to be a contract made under governed by, and construed and enforced in accordance with, the internal laws of the State of New York (without giving effect Delaware, without regard to any rule or principle that would result in application conflicts of the law of any other jurisdiction) and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 2.05 principles. 3.05 Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any of such counterparts.
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Miscellaneous. 2.01 Effect. Except as amended hereby, the
Warrant Agreement shall remain in full force and effect.
In the event that there is any conflict or inconsistency between the terms of this Amendment and the terms of the Warrant Agreement, the terms of this Amendment shall govern. All references in the Warrant Agreement to "this Warrant Agreement" shall be deemed to refer to the Warrant Agreement, as amended hereby. 2.02 No Waiver. This Amendment is effective only in the specific instance and for the s
...pecific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the Purchase Warrant Agreement in the future. 2.03 Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Warrant Agreement unless the context clearly indicates or dictates a contrary meaning. 2.04 Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York (without giving effect to any rule or principle that would result in application of the law of any other jurisdiction) and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 2.05 Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any of such counterparts. [Remainder of page intentionally left blank.]
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Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Partnership Parties 1301 McKinney Street, Suite 2100 Houston, Texas 77010, attn: General Counsel (fax no. : (713) 588-8301) with a copy to Akin Gump Strauss Hauer & Feld LLP 1111 Louisiana Street, 44th Floor Houston, Texas 77002 attn. : John Goodgame 29 (ii) to the Underwriters Citigroup Global Markets Inc. 388 Greenwich
...Street New York, New York 10013 Attn. : General Counsel Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 attn: Syndicate Registration with a copy to Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002 attn: Doug McWilliams This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, affiliates, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
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Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Partnership Parties 1301 McKinney Street, Suite 2100 Houston, Texas 77010, attn: General Counsel (fax no. : (713) 588-8301) with a copy to Akin Gump Strauss Hauer & Feld LLP 1111 Louisiana Street, 44th Floor Houston, Texas 77002 attn. : John Goodgame
29 (ii) to the Underwriters
Citigroup Global Markets Inc. 388 Greenwich ...Street New York, New York 10013 Attn. : General Counsel Barclays Capital Inc. 745 Seventh UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Attn. : Syndicate (fax no. : (212) 713-3371) Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 attn: Syndicate Registration John Critchlow 29 with a copy to Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002 attn: Doug McWilliams This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, affiliates, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
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Miscellaneous. This Employment Letter, together with the Confidentiality Agreement, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This Employment Letter may not be modified or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreeme
...nt is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts of law. The waiver of any breach of any provision of this Employment Letter will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Employment Letter. This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by Company or by Employee. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same Agreement. 5 11. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing, (iv) upon confirmation of facsimile transfer, if sent by facsimile or (v) upon confirmation of delivery when directed to the electronic mail address set forth below, if sent by electronic mail: If to the Company: 546 Fifth Avenue, 14th Floor New York, NY 10036 Fax No.
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Miscellaneous. This Employment Letter, together with the Confidentiality Agreement, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This Employment Letter may not be modified or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreeme
...nt is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts of law. The waiver of any breach of any provision of this Employment Letter will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Employment Letter. This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by Company or by Employee. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same Agreement. 5 11. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing, (iv) upon confirmation of facsimile transfer, if sent by facsimile or (v) upon confirmation of delivery when directed to the electronic mail address set forth below, if sent by electronic mail: If to the Company: 546 Fifth Avenue, 14th Floor New York, NY 10036 Fax No.
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Miscellaneous. This
Employment Consulting Letter, together with the Confidentiality Agreement, sets forth the terms of your
employment consulting relationship with the Company and supersedes any prior representations or agreements, whether written or oral. This
Employment Consulting Letter may not be modified or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applic
...able law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts of law. The waiver of any breach of any provision of this Employment Consulting Letter will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Employment Consulting Letter. This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by Company or by Employee. Consultant. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same Agreement. 5 11. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing, (iv) upon confirmation of facsimile transfer, if sent by facsimile or (v) upon confirmation of delivery when directed to the electronic mail address set forth below, if sent by electronic mail: If to the Company: 546 Fifth Avenue, 14th Floor New York, NY 10036 Fax No.
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Miscellaneous. This
Employment Letter, Agreement, together with the Confidentiality Agreement, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This
Employment Letter Agreement may not be modified or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any prov
...ision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts of law. The waiver of any breach of any provision of this Employment Letter will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Employment Letter. This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by Company or by Employee. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same Agreement. 5 11. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing, (iv) upon confirmation of facsimile transfer, if sent by facsimile or (v) upon confirmation of delivery when directed to the electronic mail address set forth below, if sent by electronic mail: If to the Company: 546 Fifth 275 Madison Avenue, 14th Floor Suite 702 New York, NY 10036 Fax No. 10016 If to you: Anil Kapur 7 Wellington Drive Basking Ridge, NJ 07926 We are all delighted to be able to extend you 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.
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Miscellaneous. (a) Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. (b) Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. (c) Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
... original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
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Miscellaneous. (a) Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. (b) Headings. Section headings
used in this Amendment are included herein
are for convenience of reference
only, are only and shall not
constitute a part of this Amendment
and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. for any other purpose. 3 (c) Counterparts. This Amendment may be executed
in counterparts (and by
di...fferent one or more of the parties hereto on different counterparts), each any number of which shall constitute an original, but separate counterparts, and all of which when said counterparts taken together shall be deemed to constitute a single contract. one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf facsimile, PDF or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
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Miscellaneous. (a) Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. (b) Headings. Section headings
used in this Amendment are included herein
are for convenience of reference
only, are only and shall not
constitute a part of this Amendment
and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. for any other purpose. (c) Counterparts. This Amendment may be executed
in counterparts (and by
diff...erent one or more of the parties hereto on different counterparts), each any number of which shall constitute an original, but separate counterparts, and all of which when said counterparts taken together shall be deemed to constitute a single contract. one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf facsimile, PDF or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
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Miscellaneous.
(a) Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. (b) Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. (c) Counterparts. This Amendment may be executed in counterparts (and by different parties hereto
on in different counterparts), each of which shall constitute
... an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf telecopy or any other electronic imaging means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
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Miscellaneous. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Agreement. All ca
...ptions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
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Miscellaneous.
This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and t
...heir respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
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Miscellaneous. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Agreement. All ca
...ptions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose. [remainder of this page intentionally left blank] 4 1110064.02E-CHISR01A - MSW IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment as of the day and year first above written.
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Miscellaneous.
This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and t
...heir respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
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Miscellaneous. 15.1. Conflict. Subject to the applicable provisions of Section 15.6, in the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Subordinated Debt Documents, the provisions of this Agreement shall control and govern. 15.2. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof. 15.3. Counterparts. This Agreement may be exe
...cuted in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart -19- containing signatures pages signed by each party. Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page to this Agreement shall bind the parties hereto. 15.4. Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement. 15.5. Governing Law. This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of Maryland, without regard to conflicts of law principles. 15.6. Relative Rights. This Agreement shall define the relative rights of Senior Lenders and Subordinated Lender. Nothing in this Agreement shall (a) impair, as between the Credit Parties and Senior Lenders, on the one hand, and the Credit Parties and the Subordinated Lender on the other hand, the obligation of the Credit Parties with respect to the payment of the Senior Loans and the Subordinated Debt and performance of their obligations under the Senior Loan Documents and the Subordinated Note Documents, respectively, in accordance with their respective terms, or (b) affect the relative rights of Senior Lenders or Subordinated Lender with respect to any other creditors of the Credit Parties.. 15.7. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
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Miscellaneous. 15.1. Conflict.
Subject to the applicable provisions of Section 15.6, in In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Subordinated Debt Documents, the provisions of this Agreement shall control and govern. 15.2. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof. 15.3. Counterparts. This Agreement may be
...executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart -19- containing signatures pages signed by each party. Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page to this Agreement shall bind the parties hereto. 15.4. Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement. 15.5. Governing Law. This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of Maryland, New York, without regard to conflicts of law principles. 15.6. Relative Rights. This Agreement shall define the relative rights of Senior Lenders and Subordinated Lender. Creditors. Nothing in this Agreement shall (a) impair, as between the Credit Parties and Senior Lenders, on the one hand, and the Credit Parties and the Subordinated Lender on the other hand, the obligation of the Credit Parties with respect to the payment of the Senior Loans Debt and the Subordinated Debt and performance of their obligations under the Senior Loan Documents and the Subordinated Note Documents, respectively, in accordance with their respective terms, terms or (b) affect the relative rights of Senior Lenders or Subordinated Lender Creditors with respect to any other creditors of the Credit Parties.. Borrower. 11 15.7. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
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Miscellaneous. 15.1. Conflict.
Subject to the applicable provisions of Section 15.6, in In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Subordinated
Debt Loan Documents, the provisions of this Agreement shall control and govern. 15.2. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof. 15.3. Counterparts. This Agreement ma
...y be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart -19- containing signatures pages signed by each party. Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page to this Agreement shall bind the parties hereto. 15.4. Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement. 15.5. Governing Law. This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of Maryland, without regard to conflicts of law principles. 15.6. Relative Rights. This Agreement shall define the relative rights of Senior Lenders and Subordinated Lender. Lenders. Nothing in this Agreement shall (a) impair, as between the Credit Parties and Senior Lenders, on the one hand, and the Credit Parties and the Subordinated Lender on the other hand, the obligation of the Credit Parties with respect to the payment of the Senior Loans and the Subordinated Debt and performance of their obligations under the Senior Loan Documents and the Subordinated Note Documents, respectively, Loans in accordance with their respective terms, or (b) affect the relative rights of Senior Lenders or Subordinated Lender Lenders with respect to any other creditors of the Credit Parties.. Parties. 15.7. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 15.8 Status of Subordinated Loans. Borrower represents and warrants to the Senior Lenders that (a) the Subordinated Lenders constitute all holders of the Subordinated Debentures, the Subordinated Loan and the Subordinated Lender Lien, (b) the Subordinated Loans are not secured by any collateral other than Collateral that also secures the Senior Loans and (c) no Event of Default, as such term is defined in the applicable Subordinated Loan Documents, has occurred and is continuing or would result under any Subordinated Loan Documents from the execution, delivery and performance of the Senior Loan Documents or this Agreement. Borrower and each Subordinated Lender represent and warrant to the Senior Lenders that (i) there is no indebtedness or guaranty of Borrower or its subsidiaries owed under the Purchase Agreements or any other agreement with the Subordinated Lenders or their affiliates other than as evidenced by the Subordinated Debentures, (ii) there are no liens or security interests granted to the Subordinated Lenders or their affiliates in any assets of the Borrower or its subsidiaries or in any equity interests of the Borrower or its subsidiaries other than the Subordinated Lender Lien granted pursuant to the Subordinated Security Documents, (iii) none of the Subordinated Loans nor any portion thereof are guaranteed by any Credit Party, (iv) there are no agents or representatives that hold the liens or security interests securing the Subordinated Loans on behalf of the Subordinated Lenders and (v) to the knowledge, without any inquiry, of such Subordinated Lender, no Event of Default, as such term is defined in the applicable Subordinated Loan Documents, exists and is continuing. 15.9 Senior Loan Transaction. The Subordinated Lenders acknowledge and consent to the terms and conditions of the Senior Loan Documents, the execution, delivery and performance thereof by the Credit Parties, the incurrence of the indebtedness and guaranties contemplated thereby, and the grant of liens and security interests in any and all assets and equity interests of the Borrower and its subsidiaries, in each case notwithstanding anything to the contrary contained in the Subordinated Loan Documents, the 2014 Purchase Agreement, the 2015 Purchase Agreement, and any other document, instrument or agreement to which any of the Subordinated Lenders or its affiliates is a party.
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Miscellaneous.
15.1. Conflict. Subject to the applicable provisions of Section 15.6, in In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Subordinated Debt Documents, the provisions of this Agreement shall control and govern.
15.2. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.
15.3. Counterparts. This Agreement may be
...executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart -19- containing signatures signature pages signed by each party. Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page to this Agreement shall bind the parties hereto. 15.4. Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement. 15.5. Governing Law. This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of Maryland, Illinois, without regard to conflicts of law principles. 15.6. Relative Rights. 12 13. Continuation of Subordination; Termination of Agreement. This Agreement shall define remain in full force and effect until the relative rights indefeasible payment in full in cash of the Senior Lenders Debt and Subordinated Lender. Nothing in the termination of all lending commitments under the Senior Debt Documents after which this Agreement shall (a) impair, as between the Credit Parties and Senior Lenders, terminate without further action on the one hand, and the Credit Parties and the Subordinated Lender on the other hand, the obligation part of the Credit Parties with respect to the payment of the Senior Loans and the Subordinated Debt and performance of their obligations under the Senior Loan Documents and the Subordinated Note Documents, respectively, in accordance with their respective terms, or (b) affect the relative rights of Senior Lenders or Subordinated Lender with respect to any other creditors of the Credit Parties.. 15.7. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. hereto.
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Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Any reference to any "Section" shall be deemed to refer to the corresponding Section hereof, unless such reference expressly refers to another document or law.
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
The term including shall mean including without limitation.
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this
19 Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
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Miscellaneous. The rights and interests of Key Employee under this Award Agreement may not be assigned, encumbered or transferred. (b) No Right to Employment. Neither this Award Agreement nor any action taken hereunder shall be construed as giving Key Employee any right to be retained in the employ of any Participating Company. -3- (c) Headings. The headings contained in this Award Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpreta
...tion of this Agreement. (d) Consistency with the Plan. This Award Agreement is subject to all the provisions of the Plan. It is expressly agreed and understood that in the case of any inconsistency between the provisions of this Award Agreement and the Plan, the provisions of the Plan shall control, as determined in the sole judgment of the Committee. (e) No Deferred Compensation. This Plan is not intended to provide for a deferral of compensation under Code §409A and the regulations issued thereunder (collectively, the "Deferred Compensation Rules") by meeting the exception for short-term deferrals as described in income tax regulation §1.409A-1(b)(4), and any ambiguities hereunder shall be resolved consistent with this intent. (f) Applicable Law.
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Miscellaneous. The rights and interests of Key Employee under this Award Agreement may not be assigned, encumbered or transferred. (b) No Right to Employment. Neither this Award Agreement nor any action taken hereunder shall be construed as giving Key Employee any right to be retained in the employ of any Participating Company.
-3- (c) Headings. The headings contained in this Award Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpreta
...tion of this Award Agreement. (d) Consistency with the Plan. This Award Agreement Agreement, including the Program Document, is subject to all the provisions of the Plan. It is expressly agreed and understood that in the case of any inconsistency between the provisions of this Award Agreement and the Plan, the provisions of the Plan shall control, as determined in the sole judgment of the Committee. (e) No Deferred Compensation. This Plan is not intended to provide for a deferral Compensation Rules. To the extent applicable hereto, this Award Agreement shall be interpreted and applied in compliance with Section 409A of compensation under the Code §409A and the regulations issued such Internal Revenue Service Notices and Treasury Regulations as may be promulgated thereunder (collectively, the "Deferred Compensation Rules") by meeting Rules"), although no guarantee of such compliance is made to Key Employee, and to the exception for short-term deferrals as described extent applicable hereto any provision of this Award Agreement found not to be in income tax regulation §1.409A-1(b)(4), and any ambiguities hereunder compliance therewith shall be resolved consistent with this intent. (f) amended as necessary to comply therewith, determined in the sole discretion of the Committee, retroactively to the date hereof. Exhibit 10.35(f) Applicable Law. The interpretation of the provisions hereof shall be governed by the laws of the State of Florida.
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Miscellaneous. The rights and interests of Key Employee under this Award Agreement may not be assigned, encumbered or transferred. (b) No Right to Employment. Neither this Award Agreement nor any action taken hereunder shall be construed as giving Key Employee any right to be retained in the employ of any Participating Company.
-3- (c) Headings. The headings contained in this Award Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpreta
...tion of this Agreement. (d) Consistency with the Plan. This Award Agreement is subject to all the provisions of the Plan. It is expressly agreed and understood that in the case of any inconsistency between the provisions of this Award Agreement and the Plan, the provisions of the Plan shall control, as determined in the sole judgment of the Committee. (e) No Deferred Compensation. This Plan is not intended to provide for a deferral Compensation Rules. To the extent applicable hereto, this Award Agreement shall be interpreted and applied in compliance with Section 409A of compensation under the Code §409A and the regulations issued such IRS Notices and Treasury Regulations as may be promulgated thereunder (collectively, the "Deferred Compensation Rules") by meeting and to the exception for short-term deferrals as described extent applicable hereto any provision of this Award Agreement found not to be in income tax regulation §1.409A-1(b)(4), and any ambiguities hereunder compliance therewith shall be resolved consistent with this intent. amended as necessary to comply therewith, determined in the sole discretion of the Committee, retroactively to the date hereof. (f) Applicable Law.
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