Miscellaneous Contract Clauses (41,182)

Miscellaneous. a.Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail to Gibson's residence in the case of Gibson or to its principal office in the case of the Company. b.Arbitration. Any dispute arising out of this Agreement shall be resolved exclusively by final and binding arbitration before a single arbitrator, in San Diego, California pursuant to the rules of JAMS. Judgment upon any such... arbitration award may be entered by any state or federal court of competent jurisdiction. In the event, any party to this Agreement initiates any arbitration action or proceeding in connection with enforcement of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs and attorney's fees from the non-prevailing party. c.Waiver. The waiver of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement. No waiver shall be valid unless in writing and executed by the party to be charged therewith. 4 d.Severability/Modification. In the event that any clause or provision of this Agreement shall be determined to be invalid, illegal or unenforceable, such clause or provision may be severed or modified to the extent necessary, and, as severed and/or modified, this Agreement shall remain in full force and effect. e.Assignment. This Agreement may not be assigned by Gibson. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. f.Governing law and Jurisdiction. This Agreement shall be interpreted, construed, and enforced under the internal laws of the State of California. The courts and authorities of the State of California shall have sole jurisdiction and venue for purposes of enforcing the arbitration agreement above. g.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one in the same Agreement. View More

Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto 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. No agreements o...r representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party hereto that are not set forth expressly in this Agreement. 12 21. Legal Fees and Expenses; Interest. (a) It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee's choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee's entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses. (b) Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate provided under Delaware law from the date on which such amount is due to the date on which such amount is paid to Indemnitee. View More

Miscellaneous. The Company is excited about your joining and looks forward to a beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause and with or without notice. We request that, in the event of re...signation, you give the Company at least two weeks' notice. To accept the Company's offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. This letter (including Appendix A), along with any agreements relating to proprietary rights between you and the Company and the equity plan and stock option agreement, set forth the terms of your employment with the Company and supersede any prior -4- representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by a non-employee member of the Board and you. This offer of employment will terminate if it is not accepted, signed and returned by June 20th 2016. We look forward to your favorable reply and to working with you at the Company. Sincerely, /s/ Ken Takanashi Ken Takanashi Director -5- Agreed to and accepted: Signature: /s/ John Kollins Printed Name: John Kollins Date: Enclosures Duplicate Original Letter Employment, Confidential Information, Invention Assignment and Arbitration Agreement -6- Appendix A ADDITIONAL TERMS TO EMPLOYMENT LETTER Unless otherwise defined below, capitalized terms used herein will have the meanings set forth in the Agreement. View More

Miscellaneous. (i)This Agreement supersedes any and all prior oral and/or written agreements and sets forth the entire agreement between the Company and you with respect to your separation from the Company except for the post-termination restrictive covenants contained in the agreement referenced in Section 5(ii), which shall remain in full force and effect. (ii)No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the Company and you. (iii)The provisions of this A...greement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. 6 (iv)The validity, interpretation and performance of this Agreement, and any and all other matters relating to your employment and separation of employment from the Company, shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to conflict of law principles. Both parties agree that any action, demand, claim or counterclaim relating to (a) your employment and separation of your employment, and/or (b) the terms and provisions of this Agreement or to its breach, shall be commenced only and exclusively in the Commonwealth of Pennsylvania in a court of competent jurisdiction, and both parties hereby consent to said jurisdiction. (v)Both parties further agree that any such dispute shall be tried by a judge alone, and both parties hereby waive and forever renounce the right to a trial before a civil jury in any such dispute. It is the Company's desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given an opportunity to consult with legal counsel, and you acknowledge having done so. By executing this Agreement, you are acknowledging that (a) you have been afforded sufficient time to understand the provisions and effects of this Agreement and to consult with legal counsel; (b) your agreements and obligations under this Agreement are made voluntarily, knowingly and without duress; and (c) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. If the foregoing correctly sets forth our arrangement, please sign under seal, date and return the enclosed copy of this Agreement to Duncan Moore, Chairman, Allarity Therapeutics, Inc., via email at dmoore@allarity.com, with copies to Thomas Lent, Esq., tlent@marbarlaw.com and scott.bartel@lewisbrisbois.com within the time frame set forth above but not on or before the Separation Date. Sincerely, Duncan Moore Chairman Accepted and Agreed To under Seal: Steve R. Carchedi Date 7 EX-10.5 2 f10q0622ex10-5_allarity.htm SEPARATION AGREEMENT WITH STEVE CARCHEDI Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. June 24, 2022 VIA E-MAIL Steve R. Carchedi [***] Dear Steve: The purpose of this letter agreement ("Agreement") is to confirm the terms of your separation from Allarity Therapeutics, Inc. (the "Company").1 Unless you rescind your assent as set forth in Section 6 below, this Agreement shall be effective on the eighth (8th) day following your signing of this Agreement (the "Effective Date"), at which time it shall become final and binding on all parties. The Consideration described below is contingent on your agreement to and compliance with the provisions of this Agreement. View More

Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof. (b) Entire Agreement/Amendments. This Agreement and the Employee Proprietary Information and Inventions Agreement, the terms of which are incorporated by reference herein, contain the entire understanding of the Parties with respect to the employment of Executive by the Company. There are no restrictions, agreements, ...promises, warranties, covenants, or undertakings between the Parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the Parties hereto. (c) No 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 of such party's rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (d) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected thereby. (e) Assignment. This Agreement, and all of Executive's rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force or effect. This Agreement may be assigned by the Company to a Person that is an affiliate or a successor in interest to any portion of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor Person. (f) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. DocuSign Envelope ID: 95DB0695-2DA3-4FB8-A62A-00C4C38784B1 confidentia JJ Miller telesign.com Jul 20, 2021 18:26 confidentia JJ Miller telesign.com Jul 20, 2021 18:26 confidential Andrew Whitworth telesign.com Jan 21, 2022 2:55 PM EST confidential Andrew Whitworth telesign.com Jan 21, 2022 2:55 PM EST 9 (g) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to Executive at his last known address on the books of the Company or, in the case of the Company, to it at its principal place of business. (h) Set Off; No Mitigation. The Company's obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that in no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under Section 8 of this Agreement. (i) Prior Agreements. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company and/or its affiliates regarding the terms and conditions of Executive's employment with the Company and/or its affiliates. (j) Cooperation. Executive shall provide Executive's reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding), which relates to events occurring during Executive's employment hereunder. This provision shall survive any termination of this Agreement. (k) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state, and local taxes as may be required to be withheld pursuant to any applicable law or regulation. (l) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the me instrument. View More

Miscellaneous. (a) The Award does not confer on the Participant any right with respect to the continuance of any relationship with the Company or its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such relationship at any time. (b) The Company shall not be required to deliver any shares of Common Stock upon vesting or lapse of restrictions of any RSUs until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including... the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. (c) An original record of the Award and all the terms thereof, executed by the Company, shall be held on file by the Company. To the extent there is any conflict between the terms contained in the Award Certificate and the terms contained in the original record held by the Company, the terms of the original record held by the Company shall control. View More

Miscellaneous. The terms of this Note shall be construed in accordance with the laws of the State of New York, as applied to contracts entered into by New York residents within the State of New York, and to be performed entirely within the State of New York. (b) Exclusive Jurisdiction. All actions and proceedings arising out of, or relating to, this Agreement shall be heard and determined in any state or federal court sitting in the State of New York, County of New York. The undersigned, by execution and deliv...ery of this Agreement, expressly and irrevocably consent and submit to the personal jurisdiction of any of such courts in any such action or proceeding; and (ii) waive any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis. (c) Successors and Assigns; Assignment. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Payor may not assign this Note or delegate any of its obligations hereunder without the written consent of the Holder. Subject to Section 5 hereof, the Holder may assign this Note and its rights hereunder without the consent of Payor, subject to compliance with Section 4 of the Purchase Agreement. (d) Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting the Note. (e) Notices. All notices required or permitted hereunder by the Holder of this Note to Payor shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the principal offices of Payor, to the attention of the Chief Executive Officer, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. Any refusal of delivery of a notice by Payor shall be deemed to have been delivered. (f) Amendment; Modification; Waiver. No term of this Note may be amended, modified or waived without the written consent of Payor and the Holder provided that, while Payor is admitted to the Official List of the ASX, any amendment, modification or waiver must not contravene the ASX Listing Rules. (g) Counterparts. This Note may be executed in two or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument. (h) No Voting Rights. This Note does not carry any voting rights at stockholder meetings of Payor. (i) Participation Rights. The Holder is not by virtue of holding this Note entitled to participate in any new issue of securities made by Payor to stockholders without first converting the Note. (j) Equal Ranking. The Conversion Shares issued pursuant to a conversion of this Note will rank, from the date of issue, equally with the shares of Capital Stock issued by Payor in the Qualified Equity Financing, in all respects. (k) Reorganizations. While Payor is admitted to the Official List of the ASX, the Note and all its terms shall comply with the ASX Listing Rules. View More

Miscellaneous. (a) Note holder acknowledges and agrees that the execution of the Note Termination Agreement precludes Note holder from instituting legal proceedings in the future against SBID and affiliated persons based upon the Notes, however this excludes cases as commonly described by negligence, fraud and misconduct. (b) Each of the parties agree to take such actions as are reasonably necessary to carry out the intentions of the parties under this Agreement. (c) This Agreement may be executed in one or mo...re counterparts which when taken together shall constitute one agreement. (d) This Agreement supersedes and cancels any prior agreements relating to the subject matter contained herein. View More

Miscellaneous. (a) Common Unit Ownership Guidelines. Deferred Phantom Units will be counted towards the common unit ownership guidelines with respect to the Participant to the extent they are deemed to be invested in Common Units. (b) No Right to Nomination. Nothing contained in this Plan shall confer upon any Director the right to be nominated for re-election to the Board. (c) Withholding. TNGP shall have the right to deduct from any award under this Plan any federal, state or local income or other taxes requ...ired by law to be withheld with respect to such award, as it may deem necessary or appropriate, in its sole discretion. (d) Governing Law. This Plan shall be governed by and construed in accordance with the laws of Delaware, without regard to conflicts of laws principles. (e) Notices. All communications to TNGP shall be sent to the following address: Terra Nitrogen GP Inc.4 Parkway North, Suite 400Deerfield, Illinois 60015Attn: General CounselAll communications to a Participant shall be sent to the last known address of the Participant. EX-10.6 3 tnh-12312015xex106.htm EXHIBIT 10.6 Exhibit Exhibit 10.6Terra Nitrogen GP Inc.Non-Employee Director Phantom Unit and Deferred Compensation Plan(Amended and Restated October 27, 2015)1. Purpose of this Plan. The purpose of this Terra Nitrogen GP Inc. ("TNGP") Non-Employee Director Phantom Unit and Deferred Compensation Plan (the "Plan") is to attract and retain qualified Non-Employee Directors to serve on the Board, to align the interests of the Non-Employee Directors with those of the common unit holders of Terra Nitrogen Company, L.P. ("TNCLP"), and to provide Non-Employee Directors with an opportunity to satisfy the TNGP unit ownership guidelines by deferring the receipt of certain compensation earned as a director. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan is intended to comply with all applicable laws, including Section 409A of the Code, and related Treasury guidance and regulations, and shall be operated and interpreted in accordance with this intention. This Plan was previously amended and restated as of April 28, 2015. View More

Miscellaneous. Except as specifically amended hereby, the Merger Agreement, as amended by this Amendment No. 3, shall remain in full force and effect. The terms and provisions of Section 10.2 (Notices), Section 10.3 (Severability), Section 10.6 (Amendment; Extension; Waiver), Section 10.7 (Governing Law; Venue), Section 10.8 (Assignment), Section 10.9 (Specific Performance), Section 10.10 (Waiver of Jury Trial) and Section 10.11 (Authorship) of the Merger Agreement are incorporated herein by reference as if se...t forth herein in their entirety and shall apply mutatis mutandis to this Amendment No. 3. (Remainder of page intentionally left blank.) View More