Miscellaneous Contract Clauses (41,182)

Miscellaneous. 6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 3 6.2 Third Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that Ladenburg is a third party beneficiaries of this Agreement and this Agreement may not be modified or changed ...without the prior written consent of Ladenburg. 6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged. 6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, by electronic mail or by facsimile transmission and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows: If to the Company, to: Ace Global Business Acquisition Limited 6/F Unit B Central 88, 88-98 Des Voeux Road Central, Hong Kong Attn: Eugene Wong, Chief Executive Officer E-mail: eugene@aceglobal-acq.com If to a Shareholder, to his or her address set forth in Exhibit A. and if to the Escrow Agent, to: Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attn: Erika Young A copy (which copy shall not constitute notice) sent hereunder shall be sent to: Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, NY 10172 Attn: Steve Kaplan Facsimile: (212) 758-4939 and: Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Attn: Giovanni Caruso, Esq. E-mail: gcaruso@loeb.com 4 and: Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 Attn: Brad L. Shiffman, Esq. E-mail: bshiffman@BlankRome.com The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 6.7 Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus. View More

Miscellaneous. Borrower and Lender hereby agree that all references in the Loan Agreement to Loan Documents shall include this Amendment and the New Security Instruments. Furthermore, the New Security Instruments shall be interpreted in accordance with the provisions of this Amendment and any related terms set forth in such documents are hereby 9 modified accordingly. All references in the Loan Agreement to the "Security Instrument" or the "Security Instruments" are hereby amended to mean collectively the Exis...ting Security Instruments and the New Security Instruments. All references in the Loan Agreement to the "Land," "Collateral" or "Real Property" are hereby amended to include the Additional Properties. All references to the "Loan Documents" are hereby amended to include this Amendment, the 2016 Notes and the 2016 Loan Documents, and all references to the "Loan" shall mean the Loan and the 2016 Loan collectively unless the context otherwise requires. View More

Miscellaneous. (a) Binding Effect. The Credit Agreement as amended by this Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective legal representatives, successors and permitted assigns. (b) No Waiver of Defaults. This Amendment does not constitute a waiver of, or a consent to, any present or future violation of or default under, any provision of the Loan Documents, or a waiver of Agent's or any Lender's right to insist upon future compliance with each term, co...venant, condition and provision of the Loan Documents. (c) Form. Each agreement, document, instrument or other writing to be furnished the Agent or any Lender under any provision of this Amendment must be in form and substance reasonably satisfactory to Agent. (d) Headings. The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Amendment, the Credit Agreement, or the other Loan Documents. (e) Costs, Expenses and Attorneys' Fees. Borrower agrees to pay or reimburse Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of Agent's counsel. (f) Multiple Counterparts. This Amendment may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment, or any certificate delivered hereunder, by fax transmission or other electronic mail transmission (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Amendment. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on Borrower, each Guarantor, Agent, and each Lender. Agent may also require that any such documents and signatures be confirmed by a manually-signed original; provided that, the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (g) Governing Law. This Amendment and the other Loan Documents shall be construed, and their performance enforced, under Texas law. View More

Miscellaneous. This Agreement, along with the Proprietary Information Agreement and the equity documents referenced in Section 3(c) above (which are separate agreements and governed in full by their own terms and conditions), forms the complete and exclusive statement of your agreement with the Company regarding the subject matter herein. This Agreement supersedes, extinguishes and replaces in their entirety all other prior agreements and/or representations, whether oral or written, with respect to your employ...ment compensation, benefits and terms with the Company (including the Prior Agreement). Your employment with Pyxis is subject to all written Company policies and procedures, and Pyxis retains the right to change its policies or procedures at any time. Such policies may include, without limitation, stock ownership guidelines, clawback policies, insider trading policies and policies regarding hedging or pledging of Pyxis's common stock. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Neither this Agreement nor any of your rights or obligations hereunder shall be assignable by you. Pyxis may assign this Agreement or any of its obligations hereunder to any subsidiary of Pyxis, or to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of Pyxis. This Agreement is intended to bind and inure to the benefit of and be enforceable to you and Pyxis and Pyxis's permitted successors and assigns. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law principles thereof. [remainder of page intentionally left blank] If the foregoing is acceptable, please indicate your agreement by signing below and returning the original signed Agreement (keeping a copy for your own records) to me. If you have any further questions or require additional information, please feel free to contact me. Sincerely, PYXIS ONCOLOGY, INC. By: /s/ Lara Sullivan Lara Sullivan, M.D. President and Chief Executive Officer ACCEPTED AND AGREED: /s/ Jay Feingold Date: October 3, 2021 Appendices: Appendix A — Approved Activities Appendix B — Separation Agreement and General Release Appendix A APPROVED ACTIVITIES None. Appendix B SEPARATION AGREEMENT AND GENERAL RELEASE *Note: This form is not to be signed until the termination of Employee's employment. THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is made and entered into as of ______________ ___, 20__ (the "Effective Date") by and between PYXIS ONCOLOGY, INC., having an address at [company address] ("Pyxis"), and [employee], residing at [address] ("Employee"). WHEREAS, the parties desire to set forth in this Agreement the terms upon which they have mutually agreed to an orderly termination of Employee's employment with Pyxis; NOW THEREFORE, in consideration of the mutual agreements and other consideration contained in this Agreement, the parties agree as follows: 1. Severance and Other Benefits. In accordance with the terms of the executive employment agreement between Pyxis and Employee, dated [date], 2021 (the "Employment Agreement"), which is attached hereto and incorporated herein as Attachment A, Pyxis agrees to pay Employee the severance benefits set forth in Section 4 of the Employment Agreement in accordance with the terms thereof. View More

Miscellaneous. All terms and provisions contained in Article XII of the Agreement, including all related definitions, are incorporated herein by reference to the same extent as if expressly set forth herein. [The remainder of this page is intentionally left blank.]

Miscellaneous. 6.1 Captions. 6.2 Governing Law. 6.3 Severability. 6.4 Successors and Assigns. 6.6 Loan Document. 6.7 Continued Effectiveness. 6.8 Entire Agreement. 6.9 Counterparts; Execution.

Miscellaneous. This Agreement (including the agreements incorporated herein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between the parties with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises or representations. This Agreement may not be modified or amended except in a writing signed by both you and a du...ly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of the parties, and their respective heirs, personal representatives, successors and assigns. The failure to enforce any breach of this Agreement shall not be deemed to be a waiver of any other or subsequent breach. For purposes of construing this Agreement, any ambiguities shall not be construed against either party as the drafter. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of New York. This Agreement may be executed in counterparts that shall be deemed to be part of one original, and facsimile, .PDF and electronic signatures shall be equivalent to original signatures. If this Agreement is acceptable to you, please sign below and return the original to me within twenty-one (21) days.We wish you the best in your future endeavors. Sincerely,AXOVANT SCIENCES, INC. By:/s/ Stephen MohrName:Stephen MohrTitle:General CounselUNDERSTOOD AND AGREED: /s/ Marion McCourt Marion McCourt February 9, 2018 EX-10.21 2 axovantexhib1021.htm EXHIBIT 10.21 Exhibit Exhibit 10.21February 7, 2018Marion McCourtRe: Separation AgreementDear Marion:This letter sets forth the terms of the separation agreement (the "Agreement") between you and Axovant Sciences, Inc. ("the Company").1.SEPARATION DATE. You have tendered and the Company has accepted your resignation. Your last day of employment with the Company will be February 9, 2018 (the "Separation Date"). View More

Miscellaneous. This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in any nu...mber of counterparts and by the Parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument. View More

Miscellaneous. (a) Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee. (b) All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another. (c) This Agreement shall be governed by and construed in accordance with the laws of The ...Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. (d) This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the Grantee and one (1) to be retained by the Company. View More

Miscellaneous. (a) Entire Agreement. This Letter Agreement, including any Exhibits to this Letter Agreement and any definitions incorporated herein, contains the entire understanding of the parties with respect to the matters contained herein and supersedes all prior and contemporaneously made written or oral agreements between the parties relating to the subject matter hereof. There are no oral understandings, terms, or conditions, and no party has relied upon any representation, express or implied, not conta...ined in this Letter Agreement. (b) Amendments. This Letter Agreement may not be amended in any respect whatsoever, nor may any provision hereof be waived by any party, except by a further agreement, in writing, fully executed by each of the parties. (c) Counterparts. This Letter Agreement may be executed in one or more copies, each of which shall be deemed an original. This Letter Agreement may be executed by facsimile signature and each party may fully rely upon facsimile execution; this Letter Agreement shall be fully enforceable against a party which has executed the agreement by facsimile. (d) Applicable Law. This Letter Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado without regard to principles of comity or conflicts of laws or provisions of any jurisdiction. We thank you for your cooperation and patience in this process. JAY V. HARALSON January 24, 2014 Page 5 Would you kindly place your signature on the line provided below, indicating your agreement to be legally bound by the terms of this Letter Agreement. ARMADA WATER ASSETS, INC. By:/s/ Maarten Propper Maarten Propper Acknowledged and Agreed: /s/ Jay V. Haralson JAY V. HARALSON EX-10.8 26 v380758_ex10-8.htm EXHIBIT 10.8 Armada Water Assets, Inc. 2425 Fountain View Dr., Suite 300 Houston, TX 77057 January 24, 2014 JAY V. HARALSON 1220 La Mesa Lane Fruita, CO 81521 Dear Jay, Thank you for your patience as we continue to build out the infrastructure and grow Armada Water Assets, Inc. into a world-class all-inclusive water treatment and oil field services business. The purpose of this Letter Agreement is to codify our agreement to modify certain of the provisions of the stock purchase agreement pursuant to which we agreed to purchase the stock of Summit Holdings, Inc. on June 5, 2013. In regards to the above, reference is made to that Stock Purchase Agreement dated June 5, 2013 ( the "Stock Purchase Agreement"), by and among Summit Holdings, Inc. (the "Corporation"), Ron Richardson and Jay Haralson (collectively, "Sellers") and Armada Water Assets, Inc. ("Buyer"), pursuant to which Buyer purchased from the Sellers 100% of the outstanding capital stock of the Corporation. Reference is also made to the First Supplement to the Stock Purchase Agreement (the "First Supplement") and the Second Supplement to the Stock Purchase Agreement (the "Second Supplement"). Collectively, the Stock Purchase Agreement, the First Supplement and the Second Supplement shall be referred to as the "Consolidated Stock Purchase Agreements". For the purposes of this Letter Agreement, all capitalized terms used herein shall have the meanings ascribed thereto within the Consolidated Stock Purchase Agreements. View More