Miscellaneous Contract Clauses (41,182)

Miscellaneous. a. This Separation Agreement may be signed in counterparts, both of which shall be deemed an original, but both of which, taken together shall constitute the same instrument. A signature made on an electronically mailed copy of the Separation Agreement or a signature transmitted by electronic mail shall have the same effect as the original signature. b. The section headings used in this Separation Agreement are intended solely for convenience of reference and shall not in any manner amplify, lim...it, modify, or otherwise be used in the interpretation of any of the provisions hereof. c. This Separation Agreement was the result of negotiations between the Parties and their respective counsel. In the event of vagueness, ambiguity, or uncertainty, this Separation Agreement shall not be construed against the Party preparing it, but shall be construed as if both Parties prepared it jointly. d. If you or Alector fails to enforce this Separation Agreement or to insist on performance of any term, that failure does not mean a waiver of that term or of the Separation Agreement. The Separation Agreement remains in full force and effect anyway. View More

Miscellaneous. Each payment to you pursuant to this Agreement shall be subject to withholding of any applicable taxes required to be withheld from such payment. This Agreement, and all disputes arising under or related to it, shall be governed by the substantive law of the State of California. This Agreement, and the rights and obligations of you and the Company hereunder, shall inure to the benefit of and shall be binding upon, you, your heirs and representatives, and upon the Company and the Company's succes...sors and assigns. This Agreement may not be assigned. Any assignment in contravention of this Section shall be null and void. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior and contemporaneous conflicting agreements, promises, covenants, arrangements, understandings, communications, representations or warranties, whether oral or written, by any party hereto (or representative of either party hereto). No provision of this Agreement may be modified, amended, waived or discharged unless such waiver, modification, amendment or discharge is agreed to in writing and signed by you and a duly authorized disinterested member of 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. 2 6. Termination. This Agreement shall automatically terminate upon the earlier of (i) immediately before the consummation of the Company's initial public offering (in which case we expect non-employee Board compensation to be set forth in a separate compensation policy consistent with publicly-traded companies and commensurate with the services provided by the Board member), or (ii) three (3) years after your commencement of service as a member of the Board; provided, however, that the termination of this Agreement shall not terminate your service as a member of the Board which service shall terminate or expire in accordance with the applicable provisions of the laws of the Cayman Islands and the Company's Amended and Restated Memorandum and Articles of Association (as may be amended from time to time). If the foregoing correctly conforms to your understanding of the agreement between you and the Company, please sign and date the enclosed copy of this letter and return it to us. Very truly yours, ShouTi Inc. /s/ Raymond Stevens Raymond Stevens, Ph.D. Chief Executive Officer Accepted and agreed: /s/ Daniel Welch Daniel Welch Date: 12/10/2021 3 EX-10.18 21 tm225197d11_ex10-18.htm EXHIBIT 10.18 Exhibit 10.18 December 10th, 2021 Daniel Welch [***] [***] Dear Dan: We are delighted that you have agreed to join the Board of Directors (the "Board") of ShouTi Inc. (the "Company") and to serve as the Chairman of the Board. This letter sets forth the agreement between you and the Company regarding your Board membership (the "Agreement"): 1. Appointment as Board Member. Your service as a Board member will be effective as of the date the requisite Board and shareholder approvals of your appointment are obtained and will be subject to and in accordance with the applicable provisions of the laws of the Cayman Islands and the Company's Amended and Restated Memorandum and Articles of Association (as may be amended from time to time). View More

Miscellaneous. 9.1Governing Law. This Amendment shall in all respects be governed by and construed in accordance with the laws of the State of New York, USA, without reference to any conflict of law rules that might lead to the application of the laws of any other jurisdiction. 9.2Entire Agreement. The Original Agreement, as amended by this Amendment, shall be read and construed as a single agreement. Except as expressly amended hereby, the Original Agreement remains in full force and effect in accordance with... its terms. 9.3Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile transmission or in AdobeTM Portable Document Format (.pdf) sent by electronic mail shall be deemed to be original signatures. 15 [********] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 9.4Notices. The addresses for notices and communications set forth in Section 12.5 of the Original Agreement and for all communications, notices, instructions and consents provided for herein or in connection herewith shall be as follows. Notices to Agenus shall be addressed to: Agenus Inc. 3 Forbes Road Lexington, Massachusetts 02421, USA Attention: General Counsel With a copy to: Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199, USA Attention: Zachary R. Blume Notices to Agenus Switzerland Inc. shall be addressed to: Agenus Switzerland Inc. Hochbergerstrasse 60C CH-4057 Basel, Switzerland Attention: Marc van Dijk With a copy to: Agenus Inc. 3 Forbes Road Lexington, Massachusetts 02421-7305, USA Attention: General Counsel Notices to Incyte shall be addressed to: Incyte Europe Sarl Rue du Pré-de-la-Bichette 1, 1202 Geneva Switzerland Attention: General Counsel With a copy to: Sullivan & Cromwell LLP 125 Broad St. New York, New York 10004, USA Attention: Matthew G. Hurd 16 [********] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. and Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, California 94303, USA Attention: Nader A. Mousavi provided, however, that if either Party will have designated a different address by notice to the other Party in accordance with Section 12.5 of the Original Agreement, then to the last address so designated. View More

Miscellaneous. (a) The rights and obligations of Maker and Holder of this Note will be binding upon and inure to the benefit of the successors, assigns, administrators and transferees of the parties. Maker may not assign any of its rights or obligations hereunder without the prior written consent of Holder, such consent not to be unreasonably withheld, delayed or conditioned. Holder may not assign or transfer all or any of its rights or obligations under this Note without the prior written consent of Maker, su...ch consent not to be unreasonably withheld, delayed or conditioned. Except as otherwise expressly provided in this Note, any provision of this Note may be modified or supplemented only by an instrument in writing signed by Maker and Holder. Any deviation from any provision of this Note may be waived or approved only by a written instrument signed by Holder and Maker. (b) This Note shall be governed by, and construed in accordance with, the laws of the State of Alabama, without giving effect to principles of conflict of laws that would cause the laws of another state to apply. Maker acknowledges and agrees that any action, suit or proceeding to enforce any provision of, or based on any matter arising out of or in connection with this Note shall be brought only in a state court or federal court located in the State of Alabama, and Maker hereby consents to the jurisdiction of such courts in any such action, suit or proceeding and irrevocably waives, to the fullest extent possible under applicable law, any objection that it may now or hereafter have to the laying of venue in any such court that such action, suit or proceeding has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world. 5 (c) All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. (d) In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently made by the Maker or inadvertently received by Holder, then such excess sum shall be credited as a payment of principal. It is the express intent hereof that the undersigned not pay, and Holder not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may legally be paid by the undersigned under applicable law. (e) In case this Note is collected by law, or through an attorney at law, all costs of collection, including attorneys' fees, shall be paid by the Maker. (f) If any provision of this Note is, for any reason and to any extent, invalid or unenforceable, then the remaining provisions of this Note, and the application of the provision determined to be unenforceable to other circumstances, shall not, at the election of the party for whom the benefit of the unenforceable provision exists, be affected thereby, but instead shall be enforceable to the maximum extent permitted by applicable law. (g) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF MAKER AND, BY ITS ACCEPTANCE HEREOF, HOLDER WAIVES, AND OTHERWISE AGREES NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY TYPE AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS NOTE. (h) Any notice, request, correspondence or other document required or permitted to be given or delivered to Holder or Maker shall be delivered or shall be sent by certified mail, postage prepaid, overnight delivery, or personal delivery to Holder at 225 County Road 1291, Cullman, AL 35058, attention Mitchell Hembree, and to Maker at 1521 Concord Pike, Suite 301, Wilmington, DE 19803, attention Ian Estus, or to such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 12(h). View More

Miscellaneous. 3.1 Before this Amendment becomes binding on Lender, Lender shall have received, in form and substance satisfactory to Lender, in Lender's sole and absolute discretion, fully executed, and if requested by Lender, acknowledged originals of this Amendment and the Amended and Restated Fee Letter referenced herein. 3.2 The Loan Documents are ratified and affirmed by Borrower and remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security... in the Loan Documents remain as security for the Loan and the obligations of Borrower in the Loan Documents. 3.3 The Loan Documents as modified herein contain the entire understanding and agreement of Borrower and Lender in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, and understandings with respect thereto. No provision of the Loan Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by Lender and Borrower. 3.4 Except as specifically provided in this Amendment, no implied consent involving any of the matters set forth in this Amendment or otherwise shall be inferred or implied by Lender's execution of this Amendment or any other action of Lender. Lender's execution of this Amendment shall not constitute a waiver, either express or implied, of the requirement that any further waiver with respect to or modification of the Loan or of the Loan Documents shall require the express written approval of Lender, as further set forth in the Loan Documents. Lender's execution of this Amendment shall not constitute a waiver of any of the rights and remedies that Lender may have against Borrower, or of any of Lender's rights and remedies arising out of the Loan Documents and such rights and remedies are hereby expressly reserved. -3- 3.5 In consideration of the agreements of Lender set forth in this Amendment, Borrower, and all of their respective heirs, personal representatives, predecessors, successors and assigns (individually and collectively, the "Releasors"), hereby fully, finally, and forever release and discharge Lender and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or equity, the Releasors or any of them have, whether known or unknown, in respect of the Loan Documents arising from events occurring prior to the date hereof. 3.1 This Amendment shall be governed by the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. 3.2 The Loan Documents as modified herein are binding upon, and inure to the benefit of, Borrower and Lender and their respective successors and assigns. 3.3 This Amendment may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to physically form one document. View More

Miscellaneous. a. No Further Amendments. Except as expressly modified hereby, the Agreement remains in full force and effect. Upon execution and delivery hereof, the Agreement shall thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Agreement, and this Amendment and the Agreement shall be henceforth be read, taken, and construed as one and the same instrument. b. Counterparts; Facsimile and Electronic Si...gnatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Amendment or any counterparty may be executed and delivered by facsimile copies or delivered by electronic communications by portable document format (.pdf), each of which shall be deemed an original. c. Incorporations by Reference. Sections 7 (Indemnification and Contribution) and 8 (Miscellaneous) of the Agreement are hereby incorporated by reference, mutatis mutandis. View More

Miscellaneous. The Company may not assign this Note or delegate any of its obligations or rights hereunder without the written consent of the Noteholder. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note. Any notice, request, demand, claim or other communication under this Note shall be given in accordance with Section 6(a) of the Loan Agreement.

Miscellaneous. (a) Binding Agreement. The Insured and the Bank agree that this Agreement shall be binding on their heirs, successors, personal representatives and assigns. (b) Severability. If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. (c) Governing Law. This Agreement shall be governed by the laws of the State of New York, to the extent not pre-empted by federal law, without regard to conflict of law... provisions. (d) Notices. Any notice, consent or demand required or permitted to be given hereunder shall be in writing and shall be signed by the party giving such notice, consent or demand. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, FedEx (or other reputable overnight delivery service) to such party's last known address as shown on the Bank's records. The date of the mailing shall be deemed to be the date of the notice. 5 (f) Binding on Successors. This Agreement and the payment of all benefits hereunder shall be binding on any and all successors to the Bank. View More

Miscellaneous. (a) No Implied Rights. In no event shall this option be exercisable after the Termination Date. Nothing herein shall be deemed to create any employment. (b) Notice. All notices and other communications under this Agreement shall (a) be in writing (which shall include communications by telecopy), (b) be (i) sent by registered or certified mail, postage prepaid, return receipt requested, by facsimile, or (ii) delivered by hand, (c) be given at the following respective addresses and facsimile numbe...rs and to the attention of the following persons: (i) if to the Company at: Infinite Group, Inc. 175 Sully's Trail, Suite 202 Pittsford, NY 14534 Telephone: (585) 385-0610 Facsimile: (585) 385-0614 (ii) if to Optionee, to it at the address set forth below Investor's signature on the signature page hereof; or at such other address or facsimile number or to the attention of such other person as the party to whom such information pertains may hereafter specify for the purpose in a notice to the other specifically captioned "Notice of Change of Address", and (d) be effective or deemed delivered or furnished (i) if given by mail, on the fifth Business Day after such communication is deposited in the mail, addressed as above provided, (ii) if given by facsimile, when such communication is transmitted to the appropriate number determined as above provided in this Section and the appropriate answer back is received or receipt is otherwise acknowledged, and (iii) if given by hand delivery, when left at the address of the addressee addressed as above provided, except that notices of a change of address, facsimile or telephone number, shall not be deemed furnished, until received. (c) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to conflicts of law principles. With respect to any matters that may be heard before a court of competent jurisdiction, the parties consent to the jurisdiction and venue of the courts of Monroe County, New York or of any federal court located in the Western District of New York. View More

Miscellaneous. 6.1 Assignability. A Participant's rights and interests under the Plan may not be assigned or transferred except in the event of the Participant's death, as described in Section 5.5, or in the case of a domestic relations order, as described in Section 5.7. 6.2 Taxes. The Company shall deduct from all payments made under this Plan all applicable federal or state taxes required by law to be withheld. 6.3 Form of Communication. Deferral Elections and Distribution Elections shall be made as provide...d in Sections 4.2 through 4.6. Beneficiary designations shall be made as provided in Section 5.5. Any other application, claim, notice, or other communication required or permitted to be made by a Participant to the Company shall be made in writing and in such form as the Company may prescribe. Such communication shall be effective upon receipt by the Company's senior human resources officer at 1111 West Jefferson Street, PO Box 50, Boise, Idaho 83728. 6.4 Service Providers. The Company may, in its sole discretion, retain one or more independent entities to provide services to the Company in connection with the operation and administration of the Plan. Except as specifically delegated or assigned to any such entity in writing, the Company shall retain all discretionary authority under this Plan. No Participant or other person shall be a third party beneficiary with respect to, or have any rights or recourse under, any contractual arrangement between the Company and any such service provider. View More