Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Agreement, including Exhibit A and Exhibit B hereto and any copies thereof executed by the parties, (a) contains the entire Agreement of the parties relating to the subject matter of this Agreement and supersedes any prior agreements or understandings with respect thereto; and (b) shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Participant, his or her heirs, devisees and legal representatives. In the event of the Participant's death or a jud...icial determination of his or her incompetence, reference in this Agreement to the Participant shall be deemed to refer to his or her legal representative, heirs or devisees, as the case may be. In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern. View More

Miscellaneous. This Subscription Agreement and the documents and agreements referenced herein embody the entire agreement and understanding between the Company and the other parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. It is the intent of the parties hereto that all questions with respect to the construction and interpretation of this Subscription Agreement and the rights and liabilities of the parties hereto shall be determined in accordance with ...the laws of the State of Arizona, without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Arizona. Each of the parties hereto irrevocably and unconditionally agrees (i) to be subject to the jurisdiction of the courts of the State of Arizona, (ii) that service of process may be made on such party by prepaid certified mail with a validated proof of mailing receipt constituting evidence of valid service, and (iii) that service made pursuant to clause (ii) above shall have the same legal force and effect as if serviced upon such party personally within the State of Arizona. The headings in this Subscription Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Subscription Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. View More

Miscellaneous. 10.2 Successors and Assigns. 10.3 Notice. 10.6 IRREVOCABLE ARBITRATION OF DISPUTES. 10.8 Counterparts.

Miscellaneous. a. Your award is subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable. The Committee is authorized to administer, interpret, and make all determinations necessary or appropriate to the administration of the Plan and th...is letter, all of which shall be binding upon you. The Board may terminate, amend, or modify the Plan in accordance with the terms of the Plan. To the extent not preempted by federal law, this letter shall be governed by, and construed in accordance with, the laws of the state of Michigan. b. Morgan Stanley is the third party stock option administrator for the SpartanNash plan. If you are a new participant, a user ID, password and trading PIN will be sent to your home address via regular mail directly from Morgan Stanley. You will be able to access information regarding your grants, including vesting status, online trading and more. c. If you have any questions about your award, or need a copy of the Plan, please send an email request to Ryan De Boer (ryan.deboer@spartannash.com). 3 12. Acceptance; Agreement. By accepting this award, you agree to be bound by all of the terms and conditions of the Company's Long Term Incentive Plan ("LTIP"), including the Post-Employment Competition Agreement set forth on Exhibit A to the LTIP. A copy of the LTIP, including a copy of the Post-Employment Competition Agreement, has been made available to you through HR Self-Service. Very truly yours, /s/ David M. Staples David M. Staples President & Chief Executive Officer 4 EX-10.3 4 sptn-ex103_87.htm EX-10.3 sptn-ex103_87.htm EXHIBIT 10.3 Restricted Stock Award - Fiscal Year Ending December 28, 2019 I am pleased to inform you that SpartanNash Company, a Michigan corporation, ("SpartanNash" or the "Company") has granted to you the number of restricted shares of SpartanNash's Common Stock described above under the Company's Stock Incentive Plan of 2015 (the "Plan"). By accepting this grant, you agree that the restricted stock is subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control. View More

Miscellaneous. 3.1 Except as expressly amended by this Amendment, the terms and provisions of the First Notes shall continue in full force and effect. No reference to this Amendment need be made in any instrument or document making reference to the First Notes; any reference to the First Notes in any such instrument or document shall be deemed a reference to the First Notes as amended hereby. The First Notes as amended hereby shall be binding upon the parties thereto and their respective assigns and successors.... Notwithstanding the foregoing, if the registration statement filed in connection with the Uplist Transaction is not declared effective by 11:59 P.M. (EST) on March 15, 2023 (the "First Note Amendment Termination Date"), this Amendment will automatically terminate and shall be of no further force or effect without any further action by the Company or the Consenting Stockholders, except for Section 2.1 above which shall survive the termination of this Amendment, provided, that the First Note Amendment Termination Date may be extended by the written approval of the Company and the Consenting Stockholders. 3.2 This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada as such laws are applied to agreements between parties in Nevada. 3.3 This Amendment may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. View More

Miscellaneous. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of laws. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any New York State or Federal court sitting in Suffolk County, New York over any suit, action or proceeding arising out of or relating to this Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes any ...other agreements entered into between Employee and the Company prior to the date of this Agreement relating thereto. This Agreement may not be altered, modified, amended or terminated except by a written instrument signed by each of the parties hereto. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the party claimed to have waived, consented or excused. A consent, waiver or excuse of any breach shall not constitute a consent to, waiver or, or excuse of any other or subsequent breach whether or not of the same kind of the original breach. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. View More

Miscellaneous. ER12OC recognizes that this Agreement is only with REI, and not with REI's partners (limited or general) or its or their respective officers, agents or representatives (collectively and individually, the "Non-Parties"). ER12OC acknowledges that the Non-Parties are not liable for, or the alter ego of, REI, and covenants to never assert to the contrary. REI does not have any exclusive obligations to ER12OC under this Agreement or otherwise and is free to conduct such business as it desires, includ...ing, without limitation, with Bruin, and with respect to assets similar to the Assets and/or in the same geographic region of the Assets. Any claim or controversy under or related to this Agreement shall be exclusively determined in the state and/or federal courts located in Tarrant County, Texas, which is the county of each Party's principal office. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and may not be modified unless in a writing signed by the Parties. A signature sent hereon by e-mail/PDF or other electronic means shall constitute an original signature for all purposes. ER12OC recognizes that they are responsible for the closing of the purchase of the Assets, and that fees payable to REI hereunder are not contingent on such closing and are due and payable as set forth herein, and that in no event will REI be responsible for the payment of any amounts related to the ER12OC Debt. ER12OC are jointly and severally responsible for the obligations of ER12OC hereunder. Energy Resources 12, L.P. Regional Energy Investors, LP a Delaware limited partnership a Texas limited partnership By: Energy Resources 12 GP, LLC, By: Regional Energy GP, Inc., a Delaware limited liability company a Texas corporation Its: General Partner Its: General Partner /s/ Glade Knight /s/ Michael J. Mallick Glade Knight, CEO Michael J. Mallick, Vice President Energy Resources 12 Operating Company LLC, a Delaware limited liability company /s/ Glade Knight Glade Knight, CEO Advisory and Administration Agreement EX-10.1 3 ex10-1.htm EX-10.1 Exhibit 10.1 Advisory and Administration Agreement This Advisory and Administration Agreement (this "Agreement") is entered into as of June 29, 2018 (the "Effective Date"), by and between Energy Resources 12 Operating Company, LLC and Energy Resources 12, L.P. (collectively and individually, "ER12OC") and Regional Energy Investors, LP ("REI") (sometimes ER12OC and REI are referred to herein as a "Party" and collectively as the "Parties"). Whereas, ER12OC desires to acquire interests in oil and gas properties (directly or through a subsidiary); and Whereas, REI has experience in matters concerning the analysis and due diligence of oil and gas properties, and the administration of such properties; and Whereas, ER12OC desires to acquire the Assets as set forth in that certain Purchase and Sale Agreement of 2018 (the "PSA") with Bruin; and Whereas, ER12OC desires to engage REI in order to utilize REI's services in connection with analysis and due diligence using REI's expertise in the oil and gas field, specifically Non-Operated assets and related administrative matters with respect thereto, in each case as set forth herein, and REI desires to be so engaged. Now, therefore, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below. View More

Miscellaneous. Employee acknowledges that Employee has read this Agreement, that Employee is fully aware of its contents and its legal effect, that the preceding paragraphs recite the sole consideration for this Agreement, that all agreements and understandings between the parties regarding the subject matter of this Agreement are embodied and expressed herein and in Employee's equity award agreements, and that Employee has been afforded ample opportunity to consider this Agreement and enters into this Agreeme...nt freely, knowingly, and without coercion and not in reliance upon any representations or promises made by Adient, any Affiliated Entity or their agents, other than those contained herein. 5 13. Severability. The provisions of this Agreement are severable. If Employee challenges any part of this Agreement and it is held to be void or unenforceable or contrary to law, Adient shall have the option to either terminate this Agreement in its entirety, in which case it shall be entitled to the return of the severance benefits paid to Employee hereunder (unless such return is otherwise prohibited by law), or it may require that the balance of this Agreement nonetheless shall remain in full force and effect. View More

Miscellaneous. (a) Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by the Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial Purchasers. (b) Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph o...r provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. (c) 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 Initial Purchasers shall be given to the Representative at Citigroup Global 23 Markets Inc. (fax no. : (646) 291-1469) and confirmed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel. Notices to the Company and the Guarantors shall be given to them at Sanchez Energy Corporation, 1000 Main Street, Suite 3000, Houston, Texas 77002; Attention: General Counsel. (d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. (e) Submission to Jurisdiction; Waiver of Jury Trial. No proceeding related to this Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Issuers hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Issuers hereby waive all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Issuers agree that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon the Issuers and may be enforced in any other courts in the jurisdiction of which the Issuers are or may be subject, by suit upon such judgment. (f) 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. (g) 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. (h) 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. The obligations of the Maker under this Note and each of the other subordinated promissory notes issued to the Sellers under the Purchase Agreement are unsecured. (b) Waiver. The rights and remedies of Payee under this Note shall be cumulative and not alternative. No waiver by Payee of any right or remedy under this Note shall be effective unless in a writing signed by Payee. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of... such right, power or privilege and no single or partial exercise of any such right, power or privilege by Payee will preclude any other or farther exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no claim or right of Payee arising out of this Note can be discharged by Payee, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing, signed by Payee; (ii) no waiver that may be given by Payee will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on Maker will be deemed to be a waiver of any obligation of Maker or of the right of Payee to take further action without notice or demand as provided in this Note. Maker hereby waives presentment, demand, protest and notice of dishonor and protest. (c) Notices. Any notice required or permitted to be given hereunder shall be given in accordance with Section 13.9 of the Purchase Agreement. (d) Severability. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. (e) Governing Law. This Note will be governed by the laws of the State of Tennessee, without regard to conflicts of laws principles. (f) Parties in Interest. This Note shall bind Maker and its successors and assigns. This Note shall not be assigned or transferred by Payee without the express prior written consent of Maker, except by will or, in default thereof, by operation of law. (g) Section Headings; Construction. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Note unless otherwise specified. All words used in this Note will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the words "hereof' and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof. View More