Miscellaneous Contract Clauses (41,182)

Miscellaneous. 7.1 Survival of the Representations and Warranties. 7.2 Governing Law; Arbitration. 7.3 Amendment. 7.5 Assignment. 7.6 Notices. 7.7 Entire Agreement. 7.9 Fees and Expenses. 7.10 Confidentiality. 7.11 Specific Performance. 7.12 Termination. 7.13 Headings. 7.15 Execution in Counterparts.

Miscellaneous. 7.01 Funds Management Services. 7.02 Governing Law. 7.03 General Provisions. 2.03 Notice of Prepayment and Pricing.a. 3.02 1-, 2-, 3-, 4-, 5-, 6-, 7-, 8-, 9-, 10- or 11-Year Fixed Rate Options. 3.03 Pricing Elections. 3.04 Single Base Rate Loan Segment. 3.05 Interest Rates. 3.06 Index or Index Source. 4.01 Interest Payments.

Miscellaneous. (a) Governing Law. THIS AMENDMENT SHALL BE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. (b) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterpart...s shall together constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile, .pdf or other similar method of electronic transmission shall be equally effective as delivery of a manually executed counterpart. (c) Reference to Credit Agreement. Each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and each reference in the Credit Agreement or in any other Loan Documents, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment. -3- (d) Costs and Expenses. Borrower acknowledges that Section 10.3 of the Credit Agreement applies to this Amendment and the transactions, agreements and documents contemplated hereunder. View More

Miscellaneous. (a) Authority of Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC. Any action by the Initial Purchasers hereunder may be taken by Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC on behalf of the Initial Purchasers, and any such action taken by Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC shall be binding upon the Initial Purchasers. (b) Notices. All notices and other communications hereunder s...hall 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 Representatives c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, New York, New York 10020, Attention: High Yield Legal Department, Facsimile: 212-901-7897 and c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179; Attention: Geoffrey Benson. Notices to the Company and the Subsidiary Guarantors shall be given to it at the offices of the Company at 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102 (fax: 817-869-9154); Attention: David P. Poole. (c) 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. (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. (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. 26 (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. View More

Miscellaneous. Except at expressly amended by this First Amendment, all other items and provisions of the Contract remain unchanged and shall continue in full force and effect. This First Amendment may be executed in multiple counterparts, and by facsimile or electronic mail, each of which shall be deemed to be an original, and all of which together shall constitute but one and the same instrument. The terms of this First Amendment shall control over any conflicts between the terms of the Contract and the term...s of this First Amendment. Capitalized terms used, but not defined herein, shall have the same meaning ascribed to such terms in the Contract. View More

Miscellaneous. a. To the extent permitted by applicable law, any bonus payments under the Plan shall be subject to any clawback or recoupment policies the Company Group has in place from time to time. b. Nothing in the Plan or any bonus granted hereunder shall interfere with or limit in any way the right of the Company Group to terminate any individual's employment or service at any time or for any reason not prohibited by law. c. Bonuses under the Plan are discretionary. No person is automatically entitled to... participate in the Plan in any fiscal year, or portion thereof. The Committee has no obligation for uniformity of treatment of individuals or bonuses under the Plan. d. An individual's right or interest, if any, to receive payment of a bonus under the Plan is not assignable or transferable and shall not inure to any third party beneficiary. e. The Plan and all obligations hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company. f. The Plan and any bonuses payable hereunder are intended to be exempt to the maximum extent possible from Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations or other guidance promulgated thereunder (collectively, "Section 409A"); and to otherwise comply with Section 409A. The Plan shall be interpreted and administered in a manner consistent with this intent. g. The Plan is intended to be unfunded. Participants are and shall at all times be general unsecured creditors of the Company with respect to their bonuses hereunder, if any. The Company shall bear all expenses and costs in connection with the operation of the Plan. h. If any provision of the Plan or the application thereof to any individual or circumstance is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of the Plan or the application of such term or provisions to individuals or circumstances shall be valid and enforceable to the fullest extent permitted by law. i. The Plan, all bonuses granted hereunder and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. EX-10.6 14 d379507dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 INTERACTIVE STRENGTH INC. EXECUTIVE ANNUAL INCENTIVE PLAN 1. Purpose. Interactive Strength Inc., a Delaware corporation (the "Company"), has adopted this Executive Annual Incentive Plan (the "Plan") effective as of __________, 2023. The purpose of the Plan is to provide certain key employees of the Company and its subsidiaries (collectively, the "Company Group") with an opportunity to receive annual incentive bonus awards for contributions to the Company Group. 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. 4 17. Section 409A. Notwithstanding any other provision of this Agreement, it is intended that payments hereunder will not be considered deferred compensation within the meaning of Section 409A of the Code. For purpo...ses of this Agreement, all rights to payments hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. Payments hereunder are intended to satisfy the exemption from Section 409A of the Code for "short-term deferrals." Notwithstanding the preceding, neither the Company nor any Affiliate shall be liable to the Participant or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payments hereunder are subject to taxes, penalties or interest as a result of failing to be exempt from, or comply with, Section 409A of the Code. View More

Miscellaneous. (a) The Participant's rights under this Agreement can be modified, suspended, or canceled only in accordance with the terms of the Plan. This Agreement may not be changed orally but may be changed only by an agreement in writing signed by the party against whom or which enforcement of any waiver, change, modification, or discharge is sought. (b) The invalidity or unenforceability of any provision hereof shall in no way affect the validity of enforceability of any other provision of this Agreemen...t. (c) This Agreement shall bind the parties and their respective heirs, executors, administrators, successors, and assigns. Nothing contained herein shall be construed as an authorization or right of any party to assign his or its respective rights or obligations hereunder, and the Participant shall have no right to assign this Agreement, and any such attempted assignment shall be ineffective. (d) This Agreement shall be subject to the applicable provisions, definitions, terms, and conditions set forth in the Plan, and the terms of the Plan shall govern in the event of any inconsistency between the Plan and this Agreement. (e) Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company or an Affiliate, or upon deposit in the U.S. Mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the current address on file with the Company or at such other address as such party may designate in writing from time-to-time to the other party. (f) This Agreement shall be interpreted and construed according to and governed by the laws of the State of Delaware without regard to that state's conflicts of laws rules. [Signatures appear on the following page.] View More

Miscellaneous. (a) Ratification and Confirmation. The Company acknowledges, agrees and confirms that: (x) the Purchase Agreement and each of the other Transaction Documents, as amended and otherwise modified by the amendments and other modifications specifically provided herein or contemplated hereby, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed; and (y) without limiting the generality of the foregoing clause (x), (i) all obligations, liabilities a...nd Indebtedness of the Company under the Transaction Documents, as amended hereby, constitute "Obligations" (as defined in the Security Agreement) secured by and entitled to the benefits of the security set forth in the Security Agreement and the IP Security Agreement, and the liens and security interests granted in favor of the Investors under the terms of the Security Agreement and the IP Security Agreement are and remain perfected, effective, enforceable and valid and such liens and security interests are, in each case, a first priority lien and security interest (except to the extent otherwise expressly permitted by the Transaction Documents) and such liens and security interests are hereby in all respects ratified and confirmed, and (ii) the shares of Common Stock issuable upon exercise or conversion of the Thirteenth Supplemental Closing Notes shall constitute "Registrable Securities" under the Registration Rights Agreement. (b) Expenses. The Company will pay and bear full responsibility for the reasonable legal fees and other out-of-pocket costs and expenses of the Investors attributable to the negotiation and consummation of the transactions contemplated hereby. (c) Further Assurances. The Company shall duly execute and deliver, or cause to be duly executed and delivered, at its own cost and expense, such further instruments and documents and to take all such action, in each case as may be necessary or proper in the reasonable judgment of the Investors to carry out the provisions and purposes of this Amendment. (d) Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto, the execution and delivery of this Amendment and the closing of the transactions contemplated hereby. (e) Governing Law. All questions concerning the construction, interpretation and validity of this Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether in the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Amendment, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply. 5 (f) Construction. The Company and the Investors acknowledge that the Company and its independent counsel and the Investors and their independent counsel have jointly reviewed and drafted this document, and agree that any rule of construction and interpretation to the effect that drafting ambiguities are to be resolved against the drafting party shall not be employed. (g) Counterparts; Facsimile and Electronic Signatures. This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Counterpart signatures to this Amendment delivered by facsimile or other electronic transmission shall be acceptable and binding. (h) Headings. The section and paragraph headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. View More

Miscellaneous. This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the parties. Consultant shall not assign this Agreement, in whole or in part, or subcontract any of the Services, to any other party without the prior written consent of the Company. This Agreement shall be governed by internal laws of the State of New York. Each party agrees to submit to personal jurisdiction and to w...aive any objection as to venue in the courts located in the State of New York. The prevailing party in any such action shall be entitled to recover its reasonable attorney's fees and costs incurred in any such action or on appeal. If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect. View More