Miscellaneous Contract Clauses (41,182)

Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to Capital One Financial Corporation, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, and (b) if to any Underwriter, to the Representatives c/o BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New York, New York 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Facsimile: (212) 901-7881, Ema...il: dg.hg_ua_notices@bofa.com; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Facsimile: (646) 291-1469; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, Facsimile: (212) 902-9316; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, 19 New York 10179, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; Capital One Securities, Inc., 201 St. Charles Avenue, Suite 1830, New Orleans, Louisiana 70170, Attention: Compliance; or in any case to such other address as the person to be notified may have requested in writing. View More

Miscellaneous. a. Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing. b. No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in p...art in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable. c. If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees. d. This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to conflict oflaws). e. This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns. View More

Miscellaneous. 23.1 Data Privacy; Data Transfer. 23.3 Non-Exclusivity of the Plan. 23.4 Survival. 23.6 Severability. 1.1 This plan, which has been adopted by the Board of Directors of Marpai Health, Inc. (the "Company"), shall be known as the Marpai Health, Inc. 1.2 The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Service Providers of the Company and its Affiliates and subsidiaries, if any, and to pro...mote the Company's business by providing such individuals with opportunities to receive Awards pursuant to the Plan and to strengthen the sense of common interest between such individuals and the Company's stockholders. 1.3 Awards granted under the Plan to Service Providers in various jurisdictions may be subject to specific terms and conditions for such grants may be set forth in one or more separate appendix to the Plan, as may be approved by the Board of Directors of the Company, and to the extent required by the Stockholders of the Company, from time to time. View More

Miscellaneous. (a) Priority Among Limited Partners. Except as otherwise provided in this Agreement, no Limited Partner shall be entitled to any priority or preference over any other Limited Partner in regard to the affairs of the Partnership. (b) Notices. All notices under this Agreement, other than reports by the General Partner to the Limited Partners, shall be in writing and shall be effective upon personal delivery, or if sent by registered or certified mail, postage prepaid, addressed to the last known ad...dress of the party to whom such notice is to be given, then upon the deposit of such notice in the United States mail. Reports by the General Partner to the Limited Partners shall be in writing and shall be sent by first class mail to the last known address of each Limited Partner or, if agreed by the Limited Partner, by e-mail or other electronic form of distribution. (c) Binding Effect. This Agreement shall inure to and be binding upon all of the parties, their successors, assigns as permitted herein, custodians, executors, administrators, estates, heirs, legal survivors and personal representatives. For purposes of determining the rights of any Partner or assignee hereunder, the Partnership and the General Partner may rely upon the Partnership records as to who are Partners and assignees and all Partners and assignees agree that their rights shall be determined and that they shall be bound thereby. (d) Captions. Captions in no way define, limit, extend or describe the scope of this Agreement nor the effect of any of its provisions. (e) Confidentiality. Each Limited Partner agrees that it and anyone having knowledge through it shall not make independent use of or knowingly disclose to any other person any aspect of the General Partner's trading method, except that a Limited Partner may communicate such information in confidence to its personal attorneys, accountants and tax advisers as is relevant to their services. (f) Consent to Jurisdiction. All controversies arising hereunder or in connection with the affairs of the Partnership shall be brought in the state or federal courts located in the State of Connecticut and all Partners and permitted assignees hereby irrevocably consent to such jurisdiction and venue. (g) Powers of Limited Partners. The Limited Partners shall take no part in the conduct or control of the Partnership business and shall have no authority or power to act for or to bind the Partnership. 12 (h) Manner of Execution. This Agreement may be executed by power-of-attorney embodied in a Subscription Agreement and Power of Attorney or similar instrument with the same effect as if the parties executing the Subscription Agreement and Power of Attorney or similar instrument had all executed one counterpart of this Agreement; provided that this Agreement may also be executed in several counterparts provided that each separate counterpart shall have been executed by the General Partner. (i) Tax Elections; Determination of Matters Not Provided for in this Agreement. The General Partner is designated as the "Tax Matters Partner" and the "partnership representative" for the Partnership and shall be empowered to exercise any authority granted to it under the Code and to make or revoke any elections now or hereafter required or permitted to be made by the Code or any state or local tax law. The Partnership shall reimburse the costs and expenses of the partnership representative. The Partners agree, upon request by the General Partner or the Partnership, to timely provide any information and comply with any requirements that the Partnership's Tax Matters Partner or partnership representative determines is or are necessary or advisable to reduce the amount of any tax (including an imputed underpayment of tax), interest, penalties or similar amounts the cost of which is (or would otherwise be) borne by the Partnership (directly or indirectly). The General Partner shall be empowered to decide in a fair and equitable manner any questions arising with respect to this Partnership or to this Agreement, and to make such provisions as the General Partner deems to be in, or not opposed to, the best interests of the Partnership but which are not specifically set forth herein. (j) Entire Agreement; Amendment and Restatement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and amends, restates and supersedes all prior agreements (including the Prior Agreement) and undertakings with respect hereto. View More

Miscellaneous. 15.1 Time of Essence. Time shall be of the essence with respect to all of Borrower's obligations under this Note. 15.2 Integration. This Note and the documents described herein constitute the entire understanding of Borrower and Lender with respect to the matters discussed herein, and supersede all prior and contemporaneous discussions, agreements, and representations, whether oral or written. This Note may only be modified in a writing signed by Lender, or its loan servicing agent, and Borrower.... 15.3 Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction. 15.4 Successors and Assigns. This Note may be assigned or transferred, in whole or in part, by Lender to any person at any time without notice to or the consent of Borrower. Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of Lender. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns. 15.5 Sale of Note. Lender shall have the absolute and unrestricted right at any time or from time to time, and without notice to or consent by Borrower, any guarantor, or any other person, to sell or assign all or any portion of this Note, and/or may grant or sell participation interests therein, to one or more persons. Borrower shall, and shall cause any guarantor and indemnitor to, execute, acknowledge, and deliver any and all instruments reasonably requested by Lender to satisfy any purchaser or participant that the unpaid indebtedness evidenced by this Note is outstanding and payable without defense, offset, or counterclaim of any kind on the terms and provisions set out in this Note and the Acknowledgement Agreement. Such assignee(s) or participant(s) shall have the rights and benefits with respect to this Note as such assignee(s) or participant(s) would have if they were the Lender originally named in this Note. 15.6 Notice. All notices required or permitted by this Note shall be in writing and shall be deemed to have been duly given when delivered against receipt, or when deposited in the United States mail, registered mail, postage pre-paid, return receipt requested, addressed to Borrower at 8800 Village Drive, 2nd Floor, San Antonio, Texas 78217, and the Lender at 590 Madison Ave 28th Floor, New York, NY 10022. Either party may change the address to which notices are to be sent by giving notice of such change of address in conformity with the foregoing provisions. II. Modifications This Note states all of the obligations of Borrower and its subsidiaries to Lender, other than the obligations of Borrower under the indemnification and contribution provisions under the Advisory Agreement, which shall remain in full force and effect. View More

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed in writing and signed by the Executive and such officer or director as may be designated by the Board.

Miscellaneous. This Fourth Amendment shall become effective only upon its full execution and delivery by Landlord and Tenant. This Fourth Amendment contains the parties' entire agreement regarding the subject matter covered by it and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or written, between the parties concerning such subject matter. There are no contemporaneous oral agreements, and there are no representations or warranties between the parties not contained in... this Fourth Amendment. The person executing this Fourth Amendment on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, that Tenant has full right and authority to enter into this Lease, and that the person signing on behalf of Tenant is authorized to do so. Except as modified by this Fourth Amendment, the terms and provisions of the Lease shall remain in full force and effect, and the Lease shall be binding upon and shall inure to the benefit of Landlord and Tenant, their successors and permitted assigns. View More

Miscellaneous. This Agreement, together with its exhibits and any documentation related to your equity interests, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Except for terms reserved to the Company's discretion, no term or provision of this Agreement may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the ...Company. This Agreement will be governed by the laws of California. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes. If you are in agreement with the terms set forth above, please sign below and return the signed Agreement. Sincerely, /s/ William Rieflin William Rieflin, Chair of the Board Understood and Accepted: /s/ Brian Wong July 20, 2019 Brian Wong Date EX-10.9 12 d723949dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 July 20, 2019 Brian Wong Dear Brian, This letter agreement (the "Agreement") sets forth the terms and conditions of your continued employment with RAPT Therapeutics, Inc. ("RAPT" or the "Company"). This Agreement supersedes and replaces all prior written employment agreements, offer letters, or oral promises regarding the subject matter herein, including, but not limited to, your initial July 14, 2015 offer letter agreement with the Company and your offer letter amendment dated March 1, 2018. View More

Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.09 and 10.10 of the Credit Agreement are incorporated by reference herein mutatis mutandis. The provisions of this Agreement shall be binding upon and inure to the benefit of the Loan Parties, Administrative Agent, the Collateral Agent, and the Lenders and their respective successors and permitted assigns.

Miscellaneous. (a)Effect of Amendment. Except as expressly amended and/or superseded by this Amendment, the Existing Asset Sale Agreement shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Existing Asset Sale Agreement, except as expressly set forth herein. Upon the Amendment Effective Date, or as otherwise set forth herein, the Existing Asset Sale Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth, ...and this Amendment shall henceforth be read, taken and construed as an integral part of the Existing Asset Sale Agreement; however, such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Existing Asset Sale Agreement. In the event of any inconsistency between this Amendment and the Existing Asset Sale Agreement with respect to the matters set forth herein, this Amendment shall take precedence. References in any of the Program Documents or amendments thereto to the Existing Asset Sale Agreement shall be deemed to mean the Existing Asset Sale Agreement as amended by this Amendment. (b)Counterparts. This Amendment may be executed and delivered by the Parties in any number of counterparts, and by different parties on separate counterparts, each of which counterpart shall be deemed an original and all of which counterparts, taken together, shall constitute but one and the same instrument. (c)Governing Law. This Amendment shall be interpreted and construed in accordance with the laws of the State of Utah, without giving effect to the rules, policies, or principles thereof with respect to conflicts of laws. View More