Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) This Agreement together with all Schedules constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any and all agreements, whether oral or written, between the Parties with respect to its subject matter. No amendment or modification to this Agreement will be valid unless in writing and signed by both Parties. (b) If any portion of this Agreement is found to be invalid or unenforceable, such provision will be deemed severable from the remai...nder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement, except to the extent that the severed provision deprives either Party of a substantial portion of its bargain. (c) Neither Party will be deemed to have waived any rights or remedies accruing under this Agreement unless such waiver is in writing and signed by the Party electing to waive the right or remedy. The waiver by any Party of a breach or violation of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this Agreement. (d) Neither Party will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such Party's reasonable control. (e) The Company may not assign its rights or obligations under this Agreement without the express written consent of Tatum. Tatum shall be entitled (without the consent of the Company) to transfer this Agreement and/or assign its obligations, rights and benefits in this Agreement to a third party. Nothing in this Agreement will confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns and the Tatum Professionals. (f) The expiration or termination of this Agreement or any Schedule will not destroy or diminish the binding force and effect of any of the provisions of this Agreement or any Schedule that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), hiring the Tatum Professionals, governing law, arbitration, limitation of liability and indemnity. (g) The Company agrees to reimburse Tatum for all costs and expenses (including, without limitation, reasonable attorneys' fees, court costs and arbitration fees) incurred by Tatum in enforcing collection of any monies due under this Agreement. (h) The Company agrees to allow Tatum to use the Company's logo and name on Tatum's website and other marketing materials for the sole purpose of identifying the Company as a client of Tatum. Tatum will not use the Company's logo or name in any press release or general circulation advertisement without the Company's prior written consent. (i) This Agreement is applicable only to the Tatum division of Randstad Professionals US, LP, and is not intended to apply to any other division of Randstad Professionals US, LP. (j) Tatum agrees to comply with all provisions of the Patient Protection and Affordable Care Act ("ACA") applicable to its Tatum Professional(s) employed by Tatum, including the employer shared responsibility provisions relating to the offer of "minimum essential coverage" to "full-time employees" and their "dependents" (as those terms are defined in Internal Revenue Code Section 4980H and related regulations) and the applicable information reporting provisions under Internal Revenue Code Section 6055 and 6056 and related regulations. This paragraph is intended by the parties as the full and complete expression of Tatum's ACA obligations under this Agreement, and the ACA shall not be deemed within the scope of any other more general provision of this Agreement. Issued By Revision Date Page Randstad Professionals Law Dept. View More

Miscellaneous. (a) The Company has established the Plan voluntarily, it is discretionary in nature and the Board may terminate, amend, or modify the Plan at any time; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant's rights under this Agreement, without the Participant's written approval unless such termination, amendment, or modification of the Plan is necessary in order to comply with any change in applicable laws or regulati...ons or any future law, regulation, ruling, or judicial decision or otherwise permissible under the Plan (including, but not limited to Sections 10 and 14 of the Plan). (b) All obligations of the Company under the Plan and this Agreement in a Change of Control shall be governed by the Plan, other than as set forth in Section 2(b) above. (c) By signing this Agreement, the Participant acknowledges that his or her personal employment or Service information regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By signing this Agreement, the Participant consents to such transmission of personal data as the Company believes is appropriate to administer the Plan. (d) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflict of laws. 2007 Stock Incentive Plan RSU Award Agreement for U.S. Participants 21. Acceptance of Terms and Conditions. By accepting the terms of this Agreement, the Participant agrees to abide by all of the governing terms and provisions of the Plan and this Agreement. Additionally, the Participant acknowledges having read and understood the terms and conditions of the Plan and this Agreement and has had an opportunity to obtain the advice of counsel prior to accepting this Agreement. The Participant must acknowledge his or her agreement to abide by the terms and conditions of the Plan and Agreement by executing this Agreement electronically or, if otherwise instructed by the Company, by printing and signing a paper copy of this Agreement and returning it to the appropriate Company representative. In addition, the transfer or sale of the shares obtained at vesting by the Participant shall be considered an additional acknowledgment of the terms and conditions contained in the Plan and Agreement. * * * * * PARTICIPANT SIGNATURE PRINTED NAME DATE LAM RESEARCH CORPORATION 2007 Stock Incentive Plan Restricted Stock Unit Award Agreement EXHIBIT A Participant (Name & Employee Number): Grant Date: Number of RSUs: Vesting Date(s): [Insert Number] RSUs on [Insert Date] [Insert Number] RSUs on [Insert Date] [Insert Number] RSUs on [Insert Date] Leave of Absence: 31st day (or 91st day if reemployment guaranteed by statute or contract) EX-10.1 2 d643492dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 LAM RESEARCH CORPORATION 2007 Stock Incentive Plan Restricted Stock Unit Award Agreement (U.S. Participants) Pursuant to the terms of the 2007 Stock Incentive Plan (the "Plan") Lam Research Corporation, a Delaware corporation (the "Company"), hereby awards restricted stock units ("RSUs") to the Participant on the terms and conditions as set forth in this Restricted Stock Unit Award Agreement (including the attached Exhibit A) (the "Agreement") and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. This Agreement is effective as of the Grant Date. NOW, THEREFORE, it is hereby agreed as follows: 1. Award of RSUs. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are incorporated herein by reference) and effective as of the date set forth above, the Company hereby grants to the Participant a Number of RSUs as set forth in Exhibit A. The RSUs represent an unfunded, unsecured promise by the Company to deliver Shares subject to the terms and conditions of this Agreement. View More

Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought under this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern ...District of New York. (b) Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, at Great Ajax Corp., 9400 SW Beaverton-Hillsdale Hwy, Suite 131, Beaverton, Oregon 97005, Attn: Lawrence Mendelsohn, e-mail: larry@aspencapital.com; with a copy to (which shall not constitute notice) Mayer Brown LLP, 1221 Avenue of the Americas, New York, New York 10020, Attn: Anna T. Pinedo, Esq., e-mail: apinedo@mayerbrown.com, (b) to the Warrant Agent, at American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219, e-mail: reorgwarrants@astfinancial.com, with a copy to American Stock Transfer & Trust Company, LLC, 48 Wall Street, 22nd Floor, New York, New York 10005, Attn: Legal Department, e-mail: legalteamAST@astfinancial.com, and (c) if to the Holder, at such address or addresses (including copies to counsel) as may have been furnished by the Holder to the Company in writing. (c) The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. (d) No Voting Rights; Limited Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the interests purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. (e) Tax Treatment. (i) Unless otherwise required by applicable law, the Company and the Holder agree to treat the Warrant as a debt instrument for U.S. federal income tax purposes with a stated interest rate of 0%, a maturity date of August 7, 2023, and such issue price and stated redemption price at maturity as set forth for the Holder under Schedule III of the Securities Purchase Agreement. (ii) The Company shall maintain a register for the recordation of the names and addresses of each Holder, and the percentage or portion of such rights and obligations assigned, including the principal amounts (and stated interest) of each Holder from time to time (the "Register"). Any Warrant may only be transferred in compliance with Section 12 hereof and upon surrender of such Warrant and the issuance by the Company of a new Warrant (or through a book-entry system), which is intended to comply with U.S. Treasury Regulations Section 1.871-14(c) and Proposed Regulations Section 1.871-14(c). The Register is intended to establish that the Warrant is in registered form within the meaning of United States Treasury Regulation Section 5f.103-1(c) and Proposed Regulation Section 1.163-5(b). (iii) The Company shall be entitled to deduct and withhold from any amounts payable under the Warrant such amounts as the Company is required to deduct and withhold under the Code or any provision of applicable law. The Company does not intend to make any deduction or withholding under the Code of any provision of applicable law so long as it receives from the Holder (1) any complete and correct applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2) any documentation that is required under Sections 1471-1474 of the Code to enable the Company to determine its duties and liabilities with respect to any taxes it may be required to withhold in respect of such Warrant or Holder. View More

Miscellaneous. 3 (a)Binding Effect. Subject to the limitations set forth herein, this Share Award shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assigns. (b)Entire Agreement; Amendments. This Share Award and the Plan constitute the entire agreement between the parties with respect to the Share Award and cannot be changed or terminated orally. No modification or waiver of any of the provisions hereof shall be effective unles...s in writing and signed by the party against whom it is sought to be enforced. (c)Counterparts. This Share Award may be executed in one or more counterparts, both of which taken together shall constitute one and the same agreement. (d)Governing Law. This Share Award shall be governed and construed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland. (e)Severability. In the event that any provision in this Share Award shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Share Award. (f)Section Headings. The captions and section headings of this Share Award are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. RAIT FINANCIAL TRUST By: Name: Title: 4 ACKNOWLEDGMENT The Participant acknowledges receipt of the Share Award, a copy of which is attached hereto; represents that he or she has read and is familiar with the terms and provisions thereof; hereby accepts this Share Award subject to all of the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising hereunder. Date: Signature of Participant Name of Participant APPENDIX A SECTION 83(b) ELECTIONS INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS: 1. An 83(b) Election is Irrevocable. No exceptions to this rule are made. View More

Miscellaneous. 8.2Remedies. 8.3Notices. 8.4Assignment. 8.5Waiver. 8.6Severability. 8.7Governing Law. 8.8Arbitration. 8.9Execution. 8.10Termination of the Prior Agreement.

Miscellaneous. (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware without giving effect to its principles of conflicts of law. The Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any proceeding arising out of or in connection with this Agreement shall be brought only in Delaware state or federal court and not in any other state or federal court in the United States, (ii) consent to submit to the exclusive jurisdiction of the f...ederal and state courts in the State of Delaware for purposes of any proceeding arising out of or in connection with this Agreement, (iii) agree that service of any process, summons, notice, or document sent in accordance with Section 7 will be effective service of process in connection with any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, and (iv) waive, and agree not to plead or make, any claim that the relevant Delaware court lacks venue or that any such action or proceeding brought in the relevant Delaware court has been brought in an improper or inconvenient forum. (b) This Agreement is binding upon Indemnitee and upon the Company, their respective successors and assigns, and inures to the benefit of Indemnitee and his or her heirs, executors, personal representatives, and assigns, and to the benefit of the Company, its successors and assigns. If the Company merges or consolidates with another entity, organization, or person, or sells, leases, transfers, or otherwise disposes of all or substantially all of its assets to another entity, organization, or person (in one transaction or series of transactions), (i) the Company shall cause the successor in the merger or consolidation or the transferee of the assets that is receiving the greatest portion of the assets or earning power transferred pursuant to the transfer of the assets, to assume all of the Company's obligations under and agree to perform this Agreement either by operation of law or by agreement in form 9 and substance satisfactory to Indemnitee, and (ii) the term "Company" whenever used in this Agreement shall thereafter mean and include any such successor or transferee. (c) As used in this Agreement, no matter adjudicated by a court order will be "determined" or "ultimately determined," and no matter will be a "final disposition" unless and until (i) the time to appeal, petition for writ of certiorari, or otherwise seek further review or to move for reargument, rehearing, or reconsideration of the order has expired and no appeal, petition for writ of certiorari, or other review, or proceedings for reargument, rehearing, or reconsideration are pending, or (ii) if an appeal, petition for writ of certiorari, or other request for review or reargument, rehearing, or reconsideration thereof is allowed and has been sought, such order has been affirmed by the highest court to which such order was appealed or review thereof has been denied by the highest court from which a writ of certiorari, or other request for review or reargument, rehearing, or reconsideration was sought, and the time to take any further appeal, to petition for writ of certiorari, or to otherwise seek review, or to move for reargument, rehearing, or reconsideration has expired. (d) Except as provided below, no amendment, modification, termination, or cancellation of this Agreement is effective unless in writing and signed by both of the parties. However, the Company may amend this Agreement from time to time without Indemnitee's consent to the extent the Company determines that it is necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder. Amendments under this Section 10(d) may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Indemnitee. Any reduction in benefits or other changes that are unfavorable to Indemnitee will only be those required to comply with Section 409A of the Code and the regulations promulgated thereunder. (e) This Agreement provides for the indemnification of, and/or purchase of insurance policies providing for payments of, expenses, and damages incurred with respect to bona fide claims against Indemnitee, as a service provider, and the Company, as the service recipient, in accordance with Treas. Reg. Section 1.409A-1(b)(10). The Agreement does not provide for the deferral of compensation. The Agreement must be construed consistently, and limited in accordance with, the provisions of such regulation. (f) This Agreement supersedes any prior written indemnification agreement entered into between Indemnitee and the Company, the General Partner, or the Manager. View More

Miscellaneous. This Amendment may be executed in any number of counterparts, and by separate parties hereon on separate counterparts, and all of such counterparts taken together shall constitute one and the same Amendment. This Amendment may be executed and delivered by facsimile or electronic mail in PDF format. The section headings set forth in this Amendment are for convenience of reference only, and do not define, limit or construe the contents of such sections. The parties have executed this Amendment as ...of the date first written above. SELLER: PURCHASER: MONTGOMERY STERLING, L.L.C., an Illinois limited liability company S.R. JACOBSON DEVELOPMENT CORP. on behalf of an entity to be named By: Inland Land Appreciation Fund II, L.P. A Delaware limited partnership, its sole member By: IREIC, A Delaware corporation, its general partner /s/ GUADALUPE GRIFFIN /s/ S.R. JACOBSON DEVELOPMENT CORP. By: Guadalupe Griffin By: Emmanuel Kniahynycky Its: Senior Vice President Its: Vice President [3rd Amendment to Purchase and Sale Agreement for Montgomery} EX-10.5 4 d434498dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO REAL ESTATES PURCHASE AND SALE AGREEMENT (the "Amendment") is made as of June 9, 2017, by and between MONTGOMERY STERLING, L.L.C., an Illinois limited liability company, as Seller, and S.R. JACOBSON DEVELOPMENT CORP., a Michigan corporation on behalf of an entity to be named, as Purchaser. WHEREAS, Seller and Purchaser entered into a certain Real Estates Purchase And Sale Agreement, dated as of January 10, 2017, as amended by a certain Amendment To Real Estates Purchase And Sale Agreement, dated April 7, 2017, and further amended by a certain Second Amendment To Real Estates Purchase And Sale Agreement, dated April 25, 2017 (together the "Agreement"), pursuant to which Seller agreed to sell, and Purchaser agreed to purchase, that certain real property located in the Village of Montgomery ("Village"), County of Kendal and State of Illinois with Parcel Identification Numbers 03-02-203-002, 03-02-202-001, 03-02-204-001 and 03-02-100-028 (the "Property"). WHEREAS, the parties agree to amend the Agreement to adjust a critical date pursuant to the terms of this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree the Agreement is hereby amended as follows: 1. Paragraph 3.D. of the Agreement is hereby amended to increase the Inspection Period by thirty (30) days and therefore it will expire on July 9, 2017. View More

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 Company or the Operating Partnership CatchMark Timber Trust, Inc. 5 Concourse Parkway, Suite 2325 Atlanta, Georgia 30328 Attention: Jerry Barag Chief Executive Officer and President with a copy to: Alston & Bird LLP 1201 West Peachtree St., NW Atlanta, Georgia 30309 Attention: Rosemarie Thurston Hill Jeffries (ii) to the... Underwriters Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: General Counsel and: Stifel, Nicolaus & Company, Incorporated One South Street, 15th Floor Baltimore, Maryland 21202 Attention: General Counsel with a copy to: King & Spalding LLP 1180 Peachtree St., NE Atlanta, Georgia 30309 Attention: Keith M. Townsend C. Spencer Johnson This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and the Operating Partnership and their respective directors and officers. View More

Miscellaneous. Tenant and Landlord each warrants and represents that it has dealt with no broker in connection with the consummation of this Third Amendment other than DTZ. Tenant and Landlord each agrees to defend, indemnify and save the other harmless from and against any Claims arising in breach of its representation and warranty set forth in the immediately preceding sentence. Landlord shall be solely responsible for the payment of any brokerage commissions to Broker. This Third Amendment is binding upon a...nd shall inure to the benefit of Landlord and Tenant and their respective successors and assigns. This Third Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions, and may not be amended, waived, discharged or terminated except by a written instrument signed by all the parties hereto. View More

Miscellaneous. 2.1 All other provisions of the Employment Agreement not specifically referenced herein shall remain in full and force and effect. 2.2 In the event of a conflict between this Amendment and the Employment Agreement, this Amendment shall govern. 2.3 The Employment Agreement may only be amended further by a written agreement executed by the parties hereto. 2.4 This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall ea...ch be deemed to be an original but all such counterparts shall together constitute one and the same instrument. View More