Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Agreement may be executed in two or more counterparts (including via facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. T...here are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings (whether oral or written) between the parties (or between the Company and Executive) with respect to such subject matter. View More

Miscellaneous. This Agreement, along with the EIACA and the Severance Agreement, constitute the entire agreement between you and the Company regarding the subject matters discussed herein, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modified by a written agreement signed by you and the Company's Chief Executive Officer. To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated... and return this Agreement to the Company. Sincerely, Dropbox, Inc. By: /s/ Arash Ferdowsi Arash Ferdowsi Co-Founder and Director I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. Date: March 8, 2018 /s/ Andrew Houston Signature -4- Exhibit A SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016 " . . . An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. . . . An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order." -5- EX-10.12 8 d451946dex1012.htm EX-10.12 EX-10.12 Exhibit 10.12 March 8, 2018 Andrew Houston c/o Dropbox, Inc. 333 Brannan Street San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Andrew: This letter agreement (the "Agreement") is entered into between Andrew Houston ("you") and Dropbox, Inc. (the "Company" or "we"). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment. View More

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Represent...atives c/o J.P, Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk. Notices to the Company or the Manager shall be given to it at Apollo Commercial Real Estate Finance, Inc. c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019, (fax: (212) 515-3251); Attention: John J. Suydam. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 29 (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 30 EXECUTION VERSION If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, Apollo Commercial Real Estate Finance, Inc. By: /s/ Stuart A. Rothstein Name: Stuart A. Rothstein Title: President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary ACREFI Management, LLC By: /s/ Stuart A. Rothstein Name: Stuart A. Rothstein Title: Chief Financial Officer, Treasurer and Secretary EXECUTION VERSION Accepted: March 5, 2013 J.P. Morgan Securities LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Jack Vissicchio Authorized Signatory Merrill Lynch, Pierce, Fenner & Smith Incorporated For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Ray Craig Authorized Signatory Citigroup Global Markets Inc. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Julian Allen Authorized Signatory Schedule 1 Underwriter Number of Shares J.P. Morgan Securities LLC 2,666,667 Merrill Lynch, Pierce, Fenner & Smith Incorporated 2,666,667 Citigroup Global Markets Inc. 2,666,666 Total 8,000,000 Schedule 2 SIGNIFICANT SUBSIDIARIES OF THE COMPANY 1. ACREFI Operating, LLC 2. ACREFI Lender, LLC 3. ACREFI I TRS, Inc. 4. ACREFI II TRS, Ltd. 5. ACREFI Mezzanine, LLC 6. ACREFI Holdings J-II, LLC 7. ACREFI Mortgage Lending, LLC 8. ACREFI Holdings J-1, LLC 9. ACREFI Cash Management, LLC 10. ACREFI Holdings W-1, LLC Annex A-1 Form of Opinion of Venable LLP Annex A-2 Form of Opinion of Clifford Chance US LLP Annex A-3 Form of Tax Opinion of Clifford Chance US LLP Annex B None. Annex C Information 1. The price per Share to the public is: Variable price offering on an investor by investor basis. View More

Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Leerink Partners LLC, One Federal Street, 37th Floor, Boston, MA 02110, Attention: Jack Fitzgerald and Wells 25 Fargo Securities, LLC, 375 Park Avenue, 4th Floor, New York, New York 10152, Attention: Equity Syndicate Departm...ent (fax no: 212-214-5918). Notices to the Company shall be given to it at Alder BioPharmaceuticals, Inc., 11804 North Creek Parkway South, Bothell, WA 98011, Attention: Chief Executive Officer, with copies to Alder BioPharmaceuticals, Inc., 11804 North Creek Parkway South, Bothell, WA 98011, Attention: General Counsel and to Cooley LLP, 1700 Seventh Avenue, Suite 1900, Seattle, WA 98199; Attention: Sonya F. Erickson (fax: (206) 452-8800). (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (f) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. (g) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (h) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. (i) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (j) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. View More

Miscellaneous. a. No Right to Employment. This Agreement does not create for the Employee any employment right. This Agreement is not a contract of employment and does not alter the employment at-will relationship. Either Party may terminate the employment relationship at any time for any reason. b. Entire Agreement. This Agreement contains the entire agreementbetween the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. c. Waiver and ...Amendments. This Agreement may be amended, modified,superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder d. Notices. Any notice or other communication required or which may begiven hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or sent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1) day after overnight mail, as follows: i. If the Company, to:Blue Bird Corporation3920 Arkwright RoadMacon, GA 31210Attention: Legal Department ii. If the Employee, to the Employee's home address reflected in the Company's records. Exhibit 10.4 e. Governing Law. This Agreement shall be governed and construed inaccordance with the laws of the State of Georgia applicable to agreements made and not to be performed entirely 'within such state, without regard to conflicts of laws principles. f. Dispute Resolution and Venue. The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in Macon, Georgia, for the purposes of any suit, action or other proceeding brought by any Party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. In addition, the Parties agree to the waiver of a jury trial. g. Assignability by the Company and the Employee. This Agreement, and the rights and obligations hereunder, may not be assigned by the Company or the Employee without written consent signed by the other Party; provided that the Company may assign the Agreement to any successor that continues the business of the Company. h. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. i. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. j. Survival Sections 7, 8, 9, 10 and 11 of this Agreement shall survive after the Term. View More

Miscellaneous. The Company will deduct and withhold from any amounts payable to Participants under the Plan any amounts required to be deducted and withheld by the Company under the provisions of any applicable federal, state, local or foreign statute, law, regulation, ordinance or order. The Company reserves the right to require a Participant to satisfy such deduction and withholding obligation in such manner as specified by the Company under applicable law, in the event that amounts payable to Participants u...nder the Plan are not paid in the form of cash. (b) Plan Funding. The Plan will be unfunded. Nothing contained in the Plan will be deemed to require the Company to deposit, invest or set aside amounts for the payment of any Awards under the Plan. (c) Amendment or Termination of the Plan. The Plan may be amended or terminated at any time by the Compensation Committee or the Board. (d) No Guarantee of Continued Service. The Plan will not confer any rights upon an employee to remain in service with the Company or any affiliate of the Company for any specific duration or interfere with or otherwise restrict in any way the rights of the Company or any affiliate of the Company to terminate an employee's service with the Company (or affiliate, if applicable) for any reason, with or without cause or advance notice. (e) No Assignment or Transfer. None of the rights, benefits, obligations or duties under the Plan may be assigned or transferred by any individual employee or Participant. Any purported assignment or transfer by any employee or Participant will be void. Participation in the Plan does not give any individual any ownership, security, or other rights in any assets of the Company. (f) Validity. In the event any provision of the Plan is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Plan. (g) Governing Documents. Each Award under the Plan shall be governed by the provisions of the Plan as set forth herein. This Plan contains the entire agreement between the Company and each Participant on this subject, and supersedes all prior bonus compensation plans or programs of the Company and all other previous oral or written statements regarding any such bonus compensation programs or plans. View More

Miscellaneous. a. This Agreement constitutes the entire agreement of the parties with regard to the Retention Bonus. Any modification of this Agreement will be effective only if it is in writing and signed by both the Company's CEO and Employee. b. The provisions of this Agreement shall not supersede or modify the provisions of any employment agreement, confidentiality agreement, arbitration agreement or relationship between Employee and the Company. This Agreement does not supersede, replace or limit the righ...ts and obligations of the Company and Employee with respect to such matters imposed by law or other agreements. c. The headings in this Agreement are intended solely for the convenience of reference and should be given no effect in the construction or interpretation of this Agreement; and d. Should any provision of this Agreement be held to be invalid, void or unenforceable, the remaining provisions shall be unaffected and shall continue in full force and effect, and the invalid, void or unenforceable provision(s) shall be deemed not to be part of this Agreement. View More

Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan or under the Option shall be binding, conclusive and final. The waiver by the Company of any provision of the Option shall not operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision of the Option. The Option shall be irrevocable during the Option period and its validity and construction shall be governed by the laws of the State of Connectic...ut. The terms and conditions set forth in the Option are subject in all respects to the terms and conditions of the Plan, which shall be controlling. Grantee agrees to execute such other agreements, documents, or assignments as may be necessary or desirable to effect the purposes of this the Option. View More

Miscellaneous. (a) Construction. Unless the context indicates otherwise, the term "Holder" shall include any transferee or transferees of this Warrant pursuant to Section 15(b), and the term "Warrant" shall include any and all warrants outstanding pursuant to this Agreement, including those evidenced by a certificate or certificates issued upon division, exchange, substitution or transfer pursuant to Section 15. (b) Restrictions. By receipt of this Warrant, the Holder makes the same representations with respec...t to the acquisition of this Warrant as the Holder is required to make upon the exercise of this Warrant and acquisition of the Shares purchasable hereunder as set forth in the Form of Investment Letter attached as Exhibit A to the Notice of Exercise attached hereto. (c) Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three (3) days following deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified (or one (1) day following timely deposit with a reputable overnight courier with next day delivery instructions), or upon confirmation of receipt by the sender of any notice by facsimile transmission, at the address indicated below or at such other address as such party may designate by ten (10) days' advance written notice to the other parties. 17 To Holder: Spartan Securities Group, Ltd. 15500 Roosevelt Boulevard, Suite 301 St. Petersburg, FL 33701 To the Company: General Agriculture Corporation Room 801, Plaza B, Yonghe Building No. 28 AnDingMen East Street Dongcheng District Beijing, China 100007 (d) Governing Law. This Warrant shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. (e) Entire Agreement. This Warrant, the exhibits and schedules hereto, and the documents referred to herein, constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. (f) Binding Effect. This Warrant and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Company and its successors and assigns, and Holder and its successors and assigns. (g) Waiver; Consent; Conflicts. This Warrant may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by the parties hereto, and no waiver of any of the provisions or conditions of this Warrant or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Notwithstanding anything to the contrary herein, in the event of any conflict with the terms of Warrant and any applicable FINRA rule, such FINRA rule shall govern and this Warrant will be deemed modified to the extent necessary to ensure compliance with such applicable FINRA rule. (h) Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and the balance shall be enforceable in accordance with its terms. (i) Counterparts. This Warrant may be signed in several counterparts, each of which shall constitute an original. View More

Miscellaneous. This Agreement may not be amended, modified or terminated orally or by any course of conduct pursued by the Corporation or the Executive, but may be amended, modified or terminated only by a written agreement duly executed by the Corporation and the Executive and is binding upon and inures to the benefit of the Corporation and the Executive and each of their respective heirs, representatives, successors and assignees, except that the Executive may not assign any of his rights or obligations purs...uant to this Agreement. Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement between the Corporation and the Executive with respect to the subject matter of this Agreement, and supersedes all oral and written proposals, representations, understandings and agreements previously made or existing with respect to such subject matter. View More