Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a)Amendments. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force ...and effect. (b)Full Settlement. The Company's obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder will not (absent fraud or willful misconduct or a termination for Cause) be affected by any set-offs, counterclaims, recoupment, defense, or other claim, right or action that the Company may have against Executive or others. After termination of the Employment Period, in no event will the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts will not be reduced whether or not the Executive obtains other employment. (c)Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles. View More

Miscellaneous. (a) The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions. If one or more provisions hereof shall be declared invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed in the broadest possible manner to effectuate the purposes hereof. (b) In the event of any conflict between the terms and conditions ...of any First, Second or Third Priority Loan Documents, on the one hand, and the terms and conditions of this Agreement, on the other hand, the terms and conditions of this Agreement shall govern and control so long as this Agreement is in effect. (c) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof. 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 Representative 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 shall be given to it at AMAG Pharmaceuticals, Inc., 1100 Winter Street, ...Waltham, MA 02451 (fax: (617) 499-3361); 33 Attention: William K. Heiden with a copy to Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, MA 02109 (fax: (617) 570-1231), Attention: James Barri. (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. (c) 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. (d) 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. (e) 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 34 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More

Miscellaneous. The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of the Plan and this Agreement. This Agreement and the Plan shall constitute the entire agreement of the parties with respect to the subject matter hereof.

Miscellaneous. (a) All of the representations and warranties contained in this Agreement, all covenants, agreements and indemnities made herein, and all obligations to be performed under the provisions of this Agreement shall survive Closing. (b) The "captions" or "headings" in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. (c) DOC shall have the right to assign this Agreement to a subs...idiary or affiliate and any other assignment shall be subject to the prior written consent of FSHA. FSHA shall not assign this Agreement without the prior written consent of DOC. Any assignment of this Agreement by FSHA without DOC's prior written consent shall be null and void, and of no force or effect. (d) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. (e) Except for the Assignment, this Agreement, including the exhibits attached hereto, contains the entire agreement as to the Property between FSHA and DOC; and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise, of any kind whatsoever concerning the Property. This Agreement shall not be altered, amended, changed or modified except in writing executed by the parties hereto. 8 (f) This Agreement shall be construed in accordance with the internal laws of the State of Texas, without giving effect to its conflicts of laws provisions. (g) All parties to this Agreement having participated fully and equally in the negotiation and preparation hereof, this Agreement shall not be more strictly construed, or any ambiguities within this Agreement resolved, against either party hereto. (h) Time is of the essence of this Agreement and DOC and FSHA hereby agree that the times provided for in this Agreement are reasonable times for each party to complete its respective obligations. (i) This Agreement may be executed or amended in counterparts, all of which taken together shall constitute one and the same instrument. (j) If any of the terms or conditions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions and conditions of this Agreement, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the full extent permitted by law. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK (Signatures contained on following pages.) View More

Miscellaneous. (a) Expenses. The Borrowers jointly and severally agree to pay, promptly after demand therefor is made by Agent, all reasonable and documented out-of-pocket costs and expenses of Agent (including reasonable attorneys' fees of a single firm of counsel to Agent) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewi...th. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby. -2- (b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 13 of the Credit Agreement are expressly incorporated herein by reference. (c) Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Execution of any such counterpart may be by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, as in effect from time to time, state enactments of the Uniform Electronic Transactions Act, as in effect from time to time, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment. Any party delivering an executed counterpart of this Amendment by faxed, scanned or photocopied manual signature shall also deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect the validity, enforceability and binding effect of this Amendment. View More

Miscellaneous. Except as expressly modified by this Amendment, all terms, conditions and provisions of the Note shall continue in full force and effect as set forth therein. Each party represents and warrants to the other party that this Amendment has been duly authorized, executed and delivered by it and constitutes a valid and legally binding agreement with respect to the subject matter contained herein. Each party agrees that the Note, as amended by this Amendment, constitutes the complete and exclusive sta...tement of the agreement between the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executive (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the date first written above. VERUS INTERNATIONAL, INC. By: Anshu Bhatnagar Title: Chief Executive Officer HOLDER DONALD P. MONACO INSURANCE TRUST By: Donald P. Monaco Title: Trustee EX-10.1 3 ex10-1.htm AMENDMENT TO PROMISSORY NOTE This Amendment (this "Amendment") to the promissory note dated January 26, 2019 is by and between Verus International, Inc., a Delaware corporation (the "Company") and Donald P. Monaco Insurance Trust (the "Holder"). RECITALS WHEREAS, the Company issued the Holder a promissory note dated January 26, 2018 in the original principal amount of $530,000 (the "Note"); WHEREAS, the Maturity Date (as defined in the Note) is January 26, 2019; and WHEREAS, the Company and the Holder desire to extend the Maturity Date of the Note until January 26, 2020. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendment to Definition of Maturity Date. The definition of Maturity Date contained in the preamble of the Note shall be amended and restated in its entirety as follows: "Maturity Date means the January 26, 2020." 2. Amendment to Optional Prepayments. The following sentence shall be added to the end of paragraph 1(e) - Optional Prepayments: "Maker shall use its best efforts to prepay the unpaid principal amount of the Note together with all accrued but unpaid interest thereon on or prior to March 31, 2019; provided, however, that the failure by Maker to prepay such amount by March 31, 2019 shall not result in an event of default pursuant to the terms of the Note. View More

Miscellaneous. (a) Ratification. The terms and provisions set forth in this First Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Note, and except as expressly modified and superseded by this First Amendment, the terms and provisions of the Note are ratified and confirmed and shall continue in full force and effect. The Company and the Noteholder agree that the Note as amended shall continue to be legal, valid, binding and enforceable in accordance with their respect...ive terms. 1 (b) Severability. Any provision of this First Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this First Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. (c) Governing Law. This First Amendment shall be governed and construed in accordance with the laws of New York. (d) Counterparts. This First Amendment may be executed in one or more counterparts and on facsimile counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. (e) Entire Agreement. This First Amendment, together with that certain Sponsor Transfer, Waiver, Forfeiture and Deferral Agreement, by and among, the Company, the Noteholder, Landsea Holdings Corporation, and Landsea Homes Incorporated, dated as of August 31, 2020, embodies the entire agreement among the parties hereto with respect to the subject matter thereof, and supersedes any and all prior representations and understandings, whether written or oral, relating to this First Amendment. There are no oral agreements among the parties hereto with respect to the subject matter hereof. 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 Representative 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 shall be given to it at Spark Therapeutics, Inc., 3737 Market Street, Ph...iladelphia, Pennsylvania 19104, (fax: (212) 790-6248); Attention: Joseph W. La Barge. (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. (c) 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. (d) 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. (e) 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. -37- 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, Spark Therapeutics, Inc. By: Name: Title: The Children's Hospital of Philadelphia Foundation By: Name: Title: Accepted: As of the date first written above J.P. MORGAN SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. View More

Miscellaneous. (a) References to Note Agreement. Upon and after the date of this Amendment, each reference to the Note Agreement in the Note Agreement, the Notes or any other instrument or agreement entered into in connection therewith or otherwise related thereto shall mean and be a reference to the Existing Note Agreement as amended by this Amendment (and as hereafter amended from time to time). (b) Ratification and Confirmation. Except as specifically amended herein, the Note Agreement shall remain in full ...force and effect, and is hereby ratified and confirmed. (c) No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any holder of Notes, nor constitute a waiver of any provision of the Note Agreement, any Note or any other instrument or agreement entered into in connection therewith or otherwise related thereto. (d) Expenses. The Company agrees to pay promptly all expenses of the holders of Notes related to this Amendment and all matters contemplated hereby, including, without limitation, all fees and expenses of the holders' special counsel. (e) GOVERNING LAW. 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 REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. (f) Counterparts. This Amendment may be executed in counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), each of which shall be deemed an original and all of which taken together shall constitute one and the same document. Delivery of this Amendment may be made by facsimile or electronic transmission of a duly executed counterpart copy hereof and shall be effective as delivery of a manually executed counterpart hereof. View More