Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (b) Separability. If any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediatel...y become null and void, leaving the remainder of this Agreement in full force and effect. (c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. (d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa. (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement. View More

Miscellaneous. All provisions in the Agreement which by their nature are intended to survive expiration or termination shall so survive. If any term of the Agreement is held unenforceable, the unenforceable term shall be construed as nearly as possible to reflect the original intent of the parties and the remaining terms shall remain in effect. The Agreement is intended solely for SAVVIS and Customer and does not provide any third party (including End Users) with any right or benefit. Customer may not assign a...ll or any part of the Agreement without the prior written consent of SAVVIS, which consent will not be unreasonably withheld or delayed. In the event of conflict among terms, the order of priority shall be as follows: the Service Schedule, then this MSA, then the SSG, and then the Service Order with the latest date. Except as otherwise set forth herein, all amendments to the Agreement shall be in writing and signed by the parties' authorized representatives. This MSA may only be executed by an authorized officer of SAVVIS. This MSA together with all applicable Service Attachments constitutes the entire agreement of the parties with respect to the Services and supersedes any other prior or contemporaneous agreement or understandings, whether oral or written, related to the subject matter hereof. All handwritten or typed modifications to the Agreement which are not mutually agreed to in writing are null and hereby rejected. SAVVIS may act in reliance upon any written notice, Service Order, or other instruction or signature reasonably believed by SAVVIS to be genuine. View More

Miscellaneous. I. This Amendment including the recitals and all of the Annexes attached hereto, along with the Original Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior contracts, amendments, arrangements, communications, discussions, representations and warranties, whether oral or written, between the Parties. II. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, wit...hout giving effect to the principles of conflict of law. III. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when received if personally delivered, sent by electronic means to the address as shall have been communicated by each Party to the other Parties, or by established overnight courier to the addresses first stated above. IV. This Amendment may not be amended except by instrument in writing signed by each of the Parties. V. Each Party shall cooperate and take any and all actions as may be reasonably requested by another Party in order to carry out the provisions and purposes of this Amendment. VI. If any one or more of the provisions contained in this Amendment shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. VII. The recitals to this Amendment are incorporated herein by this reference and made a material part of this Amendment. VIII. Except as specifically amended by this Amendment the terms and conditions of the Original Agreement remain in full force and effect. IX. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Facsimile or electronic signatures of the undersigned Parties will have the same force and effect as original signatures. View More

Miscellaneous. A. Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record. Landlord may prepare and file, and upon request by Landlord Tenant will execute, a memorandum of lease. B. Annually, Tenant at Tenant's sole cost and expense, shall deliver to Landlord data regarding the electricity consumed in the operation of the Premises (the "Energy Data") for purposes of regulatory compliance, manual and automated benchmarking, energy management, building environme...ntal performance labeling and other related purposes, including but not limited, to the Environmental Protection Agency's Energy Star rating system and other energy benchmarking systems. Tenant agrees to update such benchmarking information for Tenant's operations conducted during the year. Landlord shall use commercially reasonable efforts to utilize automated data transmittal services offered by utility companies to access the Energy Data. 29 For any information or inquiries related to sustainability and energy usage, please contact: Valerie Leith, Paralegal 11620 Wilshire Boulevard, Suite 1000 Los Angeles, CA 90025 vleith@rexfordindustrial.com 424-256-2108 (d) 310-966-1690 (f) C. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. View More

Miscellaneous. 23.1 No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. No waiver of any term or condition of this Agreement shall be valid or binding on either party thereto unless the same shall be been mutually assented to in writing by both parties. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the pro...visions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 23.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 23.3 In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable in whole or in part, (a) such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision and the intent of the parties, within the limits of applicable law and (b) the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 23.4 This Agreement has been prepared jointly and will not be strictly construed against either party. 23.5 This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including portable document format (".pdf") or any electronic signature complying with the U.S. Federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. View More

Miscellaneous. This Agreement is a legally binding and enforceable agreement, enforceable in accordance with its terms. Neither this Agreement nor any provision hereof may be amended, supplemented, waived, released or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the amendment, supplement, waiver, release or modification is sought (or a duly authorized officer of such party, if a corporation). If any provision of this Agreement or any obligation here...under shall be held to be invalid, illegal or unenforceable, the remainder of this Agreement and any other application of such provision shall not be affected thereby provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. The section headings of this Agreement are for convenience only, and shall not modify, define, limit or expand the express provisions hereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument, and it shall not be necessary in making proof hereof to produce or account for more than one such counterpart. Each of the parties will bear and pay all of the costs and expenses (including attorneys' fees) incurred by it or on its behalf in connection with the negotiation and preparation of this Agreement. Unless the context otherwise requires, the use of terms in singular and masculine form shall include in all instances singular and plural number and masculine, feminine and neuter gender. 14 20. Dispute Resolution. Any controversy, claim, or dispute between the parties arising out of or relating to (a) this Agreement, (b) the performance, breach, validity or enforceability of any provision hereto, or (c) the relationship of the parties hereto or their obligations hereunder (collectively, a "Dispute"), shall be resolved as specified in this Section 20. Upon receipt of a written notice from the other party that a Dispute has arisen, the parties shall negotiate in good faith for a period of at least thirty (30) days in an effort to resolve the Dispute without the necessity of any formal proceeding. If the parties cannot resolve the Dispute during such period and a party thereafter files suit to enforce its rights under this Agreement, then, if that party prevails on its claims in whole or in part, it shall be entitled to recover from the other party its reasonable attorney's fees incurred in connection with such suit. View More

Miscellaneous. This Plan, the Options, Subscription Agreements, and other documents related to this Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue in effect. (b) Captions and Headings. Captions and headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such captions and... headings shall not be deemed in any way material or relevant to the construction of interpretation of this Plan or any provision hereof. 15 (c) No Effect on Other Plans or Corporate Authority. The adoption of this Plan shall not affect any other Corporation or Subsidiary compensation or incentive plans in effect. Nothing in this Plan will limit or be deemed to limit the authority of the Board or Committee (i) to establish any other forms of incentives or compensation for employees of the Corporation or any Subsidiary (with or without reference to the Common Stock), or (ii) to grant or assume options (outside the scope of and in addition to those contemplated by this Plan) in connection with any proper corporate purpose; to the extent consistent with any other plan or authority. (d) No Effect on Other Compensation. Benefits received by a Participant under an Option granted pursuant to this Plan shall not be deemed a part of the Participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Committee or the Board (or the Board of Directors of the Subsidiary that sponsors such plan or arrangement, as applicable) expressly otherwise provides in writing. No Shares shall be issued or delivered under this Plan until such stockholder approval is obtained and, if such stockholder approval is not obtained within such twelve-month period of time, all Contributions credited to a Participant's Account hereunder shall be refunded to such Participant (without interest) as soon as practicable after the end of such twelve-month period. In such event, the maximum number of whole shares of Common Stock subject to such Option (subject to the other limits set forth in this Plan) shall be purchased at the Option Price with the balance of the Participant's Account (after reduction for the tax withholding amount). Should the Corporation for any reason be unable, or elect not to, satisfy its or any Subsidiary's tax withholding obligations in the manner described in the preceding paragraph with respect to a Participant's exercise of an Option, or should the Corporation or any Subsidiary reasonably determine that it or an affiliated entity has a tax withholding obligation with respect to a disposition of shares acquired pursuant to the exercise of an Option prior to satisfaction of the holding period requirements of Section 423 of the Code or at any other time in respect of a Participant's participation in this Plan, the Corporation or Subsidiary, as the case may be, shall have the right at its option to (i) require the Participant to pay or provide for payment of the amount of any taxes which the 16 Corporation or Subsidiary reasonably determines that it or any affiliate is required to withhold with respect to such event or (ii) deduct from the Participant's Account or from any amount otherwise payable to or for the account of the Participant the amount of any taxes which the Corporation or Subsidiary reasonably determines that it or an affiliate is required to withhold with respect to such event. 17 EX-10.5 9 d884708dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 NKARTA, INC. EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE The purpose of this Plan is to assist Eligible Employees in acquiring a stock ownership interest in the Corporation, at a favorable price and upon favorable terms, pursuant to a plan which is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. This Plan is also intended to encourage Eligible Employees to remain in the employ of the Corporation (or a Subsidiary which may be designated by the Committee as a "Participating Subsidiary") and to provide them with an additional incentive to advance the best interests of the Corporation. View More

Miscellaneous. 8.2Expenses. 8.3Applications of Payments and Collateral. 8.4Waivers by Debtor. 8.5Waivers by Secured Party. 8.6Secured Party's Setoff. 8.7Modifications. 8.8Notices. 8.10Survival: Successors and Assigns. 8.11Severability. 8.12Merger and Integration. 8.13WAIVER OF JURY TRIAL. 8.14PJR WAIVER. 8.15Counterparts. 8.16Headings. 8.18"Continuing" Event of Default. 8.19Termination of Liens.

Miscellaneous. 4.1 Counterparts. This Amendment No. 1may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this Amendment shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy. 4.2 Governing Law. This Amendment No. 1 shall be governed by, enforc...ed, and construed under and in accordance with the Laws of the Province of Ontario, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the province or federal courts of Canada with jurisdiction in Ontario. By execution and delivery of this Amendment No. 1, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction. 4.3 The headings contained in this Amendment No. 1 are intended solely for convenience and shall not affect the rights of the Parties. View More

Miscellaneous. Executive agrees that he is required to keep the terms, amount, and fact of this Agreement strictly confidential, and that, except as required by law or authorized in writing by the Employer, he will not disclose any information concerning this Agreement to anyone except his spouse or tax advisor. Executive understands that any such disclosure of this Agreement will constitute a breach of the Agreement resulting in the forfeiture of his rights to any Retention Payment. 4.2 Contract Non-Assignabl...e. The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills and knowledge of Executive, and agree that this Agreement may not be assigned or transferred by Executive. 4.3 Successors; Binding Agreement. In addition to any obligations imposed by law upon any successor to the Employer, the Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer, to expressly assume and agree to perform this Agreement, in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. 4 4.4 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered, or seven days after mailing if mailed first class, certified mail, postage prepaid, addressed as follows: If to the Employer: Tri-State Generation and Transmission Association, Inc. Attention: President and Chairman of the Board of Directors If to Executive: To his last known address on file with the Employer: Any party may change the address to which notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein. 4.5 Provisions Severable. If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect. 4.6 Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver. 4.7 Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to this Agreement. 4.8 Governing Law. The validity and effect of this Agreement shall be governed by and be construed and enforced in accordance with the laws of the State of Colorado. 4.9 Benefits Payable From General Assets. The benefits payable under this Agreement shall be paid by the Employer out of its general assets. To the extent Executive acquired the right to receive a payment under this Agreement, such right shall be no greater than that of an unsecured general creditor of the Employer. View More