Miscellaneous Contract Clauses (41,182)

Miscellaneous. 10.2 Taxes. 10.3 Use of Name. 10.4 Assignability and Binding Effect. 10.5 Notices. 10.6 No Modification. 10.7 Remedies. 10.8 Severability; Reformation. 10.9 Waivers. 10.10 Entire Agreement. 10.12 Counterparts. 10.13 Headings.

Miscellaneous. The Agreement and the schedules attached hereto or contemplated hereby constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. (b) No Other Terms. The Agreement is a personal and specific employment agreement, which formalizes the relations between the Employer and the Employee, and which sets forth, in an exclusive and exhaustive manner..., the Employee's terms of employment by the Employer. The Employee affirms that in the framework of the Employment Agreement he is awarded preferential rights, and the parties therefore affirm that no customs, conventions, norms, agreements or other arrangements, if and when applicable, shall apply to the Employee. It is clarified that other than any equity incentives or other additional compensation approved by the Board, the Employee shall not be entitled to any payment, right and/or benefit from the Employer in connection with his Position that is not explicitly detailed in the Agreement, including any payments, benefits or rights to which other employees of the Employer are entitled to (if any) or any benefits the Employee received from any former employer, other than as mandated by applicable law. (c) Confidentiality. The Employee acknowledges and confirms that all terms of Employee's employment are personal and confidential, and undertakes to keep such term in confidence and refrain from disclosing such terms to any third party. Each Party may disclose any of such terms or the Agreement if required by applicable law or stock exchange rules or regulations. (d) Formal Notice to Employee. The Agreement and its annexes and exhibits constitute notice to the Employee pursuant to the Notice to Employee and Job Candidate Law (Employment Conditions and Candidate Screening and Selection), 5762-2002. View More

Miscellaneous. The Amendment is limited as specified in this letter agreement and shall not constitute a modification, amendment or waiver of any other provision of the Agreement. Except as specifically amended by the Amendment, all other provisions of the Agreement are hereby ratified and remain in full force and effect. This letter agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and the same shall become effective w...hen counterparts have been signed by each Party and each Party has delivered its signed counterpart to the other Party before 12:01 a.m., New York time, on April 1, 2015. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the Party executing same with the same force and effect as if such facsimile or ".pdf" signature page was an original thereof. View More

Miscellaneous. 5.1 Transfer of Note. This Note shall not be transferable or assignable in any manner and no interest shall be pledged or otherwise encumbered by the Holder without the consent of the Maker, which consent shall not be unreasonably withheld. 5.2 Titles and Subtitles. The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note. 5.3 Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the... terms of this Note, the prevailing party shall be entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled. 5.4 Amendments and Waivers. This Note may be amended and the observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Maker and the Holder. The Maker waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, and notice of dishonor. No delay on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right under this Note. 5.5 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 3 5.6 Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws principles. 5.7 Counterparts. This Note may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed as of the date first written above. MAKER: BIOLIFE SOLUTIONS, INC. a Delaware corporation By: /S/ Michael Rice Title: CEO, President Name: Michael Rice Address: 3303 Monte Villa Parkway Suite 310 Bothell, WA 98021 HOLDER: /S/ Thomas Girschweiler Thomas Girschweiler 4 EX-10.33 4 blfs_ex1033.htm PROMISSORY NOTE Unassociated Document EXHIBIT 10.33 THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. $5,750,000 Bothell, Washington January 11, 2008 (as amended October 20, 2008, December 16, 2009, November 16, 2010,August 10, 2011, and May 30, 2012) BIOLIFE SOLUTIONS, INC. SECURED MULTI-DRAW TERM LOAN NOTE BioLife Solutions, Inc., a Delaware corporation (the "Maker"), for value received, hereby promises to pay to Thomas Girschweiler (the "Holder"), the principal amount of Five Million Two Hundred and Fifty Thousand Dollars ($5,750,000) or such lesser amount as shall equal the aggregate amount of the unpaid Refinanced Amount and the principal amounts of Advances and Additional Advances made to the Company by the Holder (collectively, "Advances") under, and as defined in, the Secured Multi-Draw Term Loan Facility Agreement (as defined below), together with interest on the unpaid amount thereof from the date hereof until paid in accordance with the terms hereof. View More

Miscellaneous. (a) Cumulative Remedies. All obligations of Payor, and all rights, powers and remedies of the Company, expressed herein shall be in addition to, and not in limitation of, those provided by law or in any written agreement or instrument (other than this Note). 2 (b) Binding Effect. This Note shall inure to the benefit of the Company and its successors or assignees. This Note shall be binding upon Payor and his estate and heirs. (c) Amendments; Waivers. No course of dealing by the Company nor any d...elay on the part of the Company in the exercise of any right or remedy shall operate as a waiver hereunder, and no single or partial exercise by the Company of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No covenant, obligation or other provision of this Note may be waived by the Company and no consent contemplated hereby may be given by the Company other than in a writing signed by the Company explicitly waiving such covenant, obligation or provision or giving such consent. Payor waives presentment, demand, protest and notice of every kind in connection with the enforcement and collection of this Note. (d) Governing Law. The execution, delivery and performance of this Note shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. (e) Notices. Any notice, statement, or other communication required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sufficiently given: (i) upon personal delivery to the person to be notified, (ii) when sent by electronic mail if sent during normal business hours of the recipient or, if sent after normal business hours, on the next business day; provided that, in either case, the sender did not receive an "undeliverable" message or other message indicating that the electronic mail message did not reach its intended recipient, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company or Payor, as applicable, at their address as set forth below: if to the Company, to: Organogenesis Inc. 150 Dan Road Canton, MA 02021 Attn: Chairman of the Board E-mail: maufer@aestores.com with a copy to: William R. Kolb, Esq. Foley Hoag LLP 155 Seaport Boulevard Boston, MA 02210 E-mail: wkolb@foleyhoag.com if to Payor, to: 3 Geoff MacKay E-mail: GMacKay@Organo.com Either party may at any time change its or his address or e-mail address for purposes of this paragraph by notice given as aforesaid. Executed under seal as of the date first above written. /s/ Geoff MacKay Geoff MacKay ACCEPTED: Organogenesis Inc. By: /s/ Gary S. Gillheeney, Sr. Name: Gary S. Gillheeney, Sr. Title: EVP, COO & CFO 4 EX-10.22 28 a18-41203_1ex10d22.htm EX-10.22 Exhibit 10.22 SECURED PROMISSORY NOTE $500,000 July 1, 2011 Canton, Massachusetts FOR VALUE RECEIVED, Geoff MacKay, a resident of The Commonwealth of Massachusetts ("Payor"), hereby promises to pay to the order of Organogenesis Inc., a Delaware corporation (the "Company"), the principal amount of Five Hundred Thousand Dollars ($500,000), together with interest on the principal balance of this Note from time to time outstanding, all as herein provided. View More

Miscellaneous. (a) All notices or other communications given or made hereunder shall be in writing and shall be delivered by hand or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Subscriber at the address set forth herein and to the Company at the following address: GeNO LLC 45 First Avenue Waltham, MA 02451 Attention: Dr. Kurt Dasse, President (b) This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed a...nd enforced in accordance with the laws of the State of Delaware, exclusive of its conflict of laws provisions. (c) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only in writing executed by all of the parties hereto. View More

Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holders of outstanding Warrants to purchase a majority of the shares of Common Stock underlying all the outstanding Warrants. This Warrant is being delivered in the State of New York and shall be construed and enforced in accordance with and governed by the laws of such State. The headings in this Warrant are for purposes of reference only, and shall no...t limit or otherwise affect any of the terms hereof. View More

Miscellaneous. (a) Notices. All notices and other communications hereunder shall 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 Underwriters shall be given to the Representative at 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk. Notices to the Company shall be given to it at CoStar Group, Inc., 1331 L Street NW, Washington, DC 20005, (fax: (202) 346-6...500); Attention: Jonathan Coleman. 25 (b) 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 applicable to agreements made and to be performed in such state. (c) 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. (d) 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. (e) 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. 26 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, COSTAR GROUP, INC. By: /s/ Jonathan Coleman Name: Jonathan Coleman Title: General Counsel Accepted: June 5, 2014 J. P. MORGAN SECURITIES LLC For itself and on behalf of theseveral Underwriters listedin Schedule 1 hereto. By: /s/ Thomas V. Rueger, Jr. View More

Miscellaneous. Sections 12.1 through 12.7 and 12.9 through 12.12 of the May Purchase Agreement and the September Purchase Agreement, as applicable, are hereby incorporated herein by reference, mutatis mutandis.

Miscellaneous. This Amendment shall be effective for all purposes as of the Amendment Date. Except as expressly modified herein, the Agreement shall continue to remain in full force and effect in accordance with its terms. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same document.