Miscellaneous Contract Clauses (41,182)

Miscellaneous. 6.1 Successors and Assigns. 6.2 Governing Law. 6.3 Counterparts. 6.4 Titles and Subtitles. 6.5 Notices. 6.7 Attorneys' Fees. 6.8 Entire Agreement; Amendments and Waivers. 6.9 Severability. 6.10 Legend. 6.11 Acknowledgment. 6.12 Officers and Directors Not Liable. 6.14 Waiver of Jury Trial.

Miscellaneous. This Second Amendment will be governed and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. Capitalized terms used but not defined in this Second Amendment shall have the meanings ascribed to them in the Employment Agreement. [Signatures appear on next page.]

Miscellaneous. This Amendment shall be considered as an amendment to and ratification of the Original Deed of Trust, and the Original Deed of Trust, as herein expressly amended, is hereby ratified, approved and confirmed in every respect. All liens created, extended or renewed by the Original Deed of Trust are hereby extended, renewed and carried forward by this instrument and incorporated herein. All references to the Original Deed of Trust in any documents heretofore or hereafter executed shall be deemed to ...refer to the Original Deed of Trust as amended by this Amendment. [The rest of this page is intentionally left blank; the signature pages follow.] FIRST AMENDMENT – Page 4 EXECUTED on the date(s) of the acknowledgment(s) below to be effective as of the date first set forth above. GRANTOR: PRIMEENERGY RESOURCES CORPORATION, f/k/a PrimeEnergy Corporation By: /s/ Beverly A. Cummings Beverly A. Cummings Executive Vice President, Treasurer & Chief Financial Officer STATE OF TEXAS § § COUNTY OF ____________ § This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings, Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Resources Corporation, a Delaware corporation (f/k/a PrimeEnergy Corporation), on behalf of said corporation. View More

Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, U.S.A., WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 5.2 Submission to Jurisdiction. Section 12.02 of the Credit Agreement is hereby incorporated by reference herein as if fully set forth herein. 4 5.3 Finance Document. This Agreement is a Finance Document. 5.4 Counterparts. This Agreement may be signed in ...separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. View More

Miscellaneous. Unless otherwise specifically provided in this Agreement, any notices, requests, demands or other communications permitted or required to be given under this Agreement shall be in writing and shall be sent by facsimile, hand delivery or by a nationally recognized overnight delivery service, to the addresses and facsimile numbers of the parties set forth below (or to such other address or facsimile number as a party may hereafter designate by a notice to the other that complies with this section)... and shall be deemed given (a) in the case of a notice sent by facsimile, when received by the recipient if the sending party receives a confirmation of delivery from its own facsimile machine; and (b) in the case of a notice that is hand delivered or sent by such overnight courier, when delivered (provided that the sending party retains a confirmation of delivery). Any notice which, pursuant to the terms hereof must be sent by Borrower by certified or registered mail shall be deemed given and effective when received by Lender, or Borrower, as the case may be. If to Lender: If to Borrower: Rosenthal & Rosenthal, Inc. Reed's Inc. 1370 Broadway 201 Merritt 7 Corporate Park New York NY 10018 Norwalk, Connecticut 06851 Attn: Robert Miller Attn: Valentin Stalowir Facsimile: (212) 356-0989 Facsimile: with a copy to Wilentz, Goldman & Spitzer, P.A. Paul H. Shur, Esq. 110 William Street 26th Floor New York, NY 10038-0958 Email: pshur@wilentz.com 11.2. Nothing contained herein shall impose on Lender any liability for any contracts, undertakings or other obligations of Borrower to others, including obligations of Borrower to any Account Debtor for breach of the terms of any contract of sale between Borrower and the Account Debtor. 11.3. Wherever in this Agreement (i) the term "including" appears, such term shall be deemed to mean "including without limitation"; (ii) the term "satisfactory" or "acceptable" to Lender appears, such terms shall be deemed to mean "acceptable" or "satisfactory" to Lender and its counsel in their commercially reasonable discretion; and (iii) the terms "in the opinion" or "in the judgment" of Lender appear, such terms shall be deemed to mean commercially reasonably determined "in the sole opinion" and "in the sole judgment" of Lender and its counsel. 16 11.4. Terms used in this Agreement that are not defined in this Agreement but are defined in the UCC shall have the meanings given in the UCC. 11.5. DRAFTING PRESUMPTION. In the event of any ambiguity or dispute regarding the definition or meaning of any word, phrase, or other verbiage, or the construction of any provision in this Agreement, there shall be no presumption favoring the definition, meaning or construction propounded by a particular party based upon which party (or which party's attorney) drafted the word, verbiage or provision at issue, and same will be deemed mutually drafted. View More

Miscellaneous. The provisions of Sections 10.04 (Costs and Expenses); 10.07 (No Fiduciary Duty); 10.10 (Confidentiality); 10.13 (Counterparts); 10.17 (Governing Law and Jurisdiction); and 10.18 (Waiver of Jury Trial) of the Credit Agreement shall apply with like effect to this Amendment.

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) 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 Represent...atives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-270-1063; Attention: Investment Grade Syndicate Desk; Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10020; Attention: Global Capital Markets Syndicate Desk, with a copy to the Legal and Compliance Department and RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281 (fax: 212-428-6260); Attention: Debt Capital Markets. Notices to the Company shall be given to it at Comerica Bank Tower, 1717 Main Street, Dallas, Texas 75201 (fax: (214) 462-4440); Attention: Chief Legal Officer. 22 (c) Governing Law. 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. (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. (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. This Fourth Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts shall together constitute the same instrument. The captions and paragraph headings used herein are for convenience only and shall not be used in construing or interpreting this Fourth Amendment. This Fourth Amendment constitutes the full and complete agreement and understanding between the parties hereto concerning the subject matter her...eof and shall supersede any and all prior written and oral agreements with regard to such subject matter. View More

Miscellaneous. 4.2 Binding Effect and Assignment. 4.3 Amendments and Modification. 4.4 Notices. 4.6 Publicity. 4.7 Specific Performance. 4.8 Entire Agreement. 4.9 Counterparts. 4.10 Further Assurances. 4.11 No Agreement Until Executed. 4.12 Captions.

Miscellaneous. (a) The rights, benefits or interests a Participant may have under this Plan are not assignable or transferable and will not be subject in any manner to alienation, sale or any encumbrances, liens, levies, attachments, pledges or charges of the Participant or his or her creditors. (b) To the extent that the application of any formula described in the Director Compensation Policy does not result in a whole number of shares of Common Stock, the result will be rounded down to the next whole number.... (c) The Plan has been adopted under the Equity Plan and shall be subject to all of the terms and conditions of the Equity Plan (and/or such successor plan, as determined by the Administrator). (d) The adoption and maintenance of this Plan will not be deemed to be a contract between the Company and a Participant to retain his or her position as a Director. * * * * * 4 EX-10.38 3 d898569dex1038.htm EX-10.38 EX-10.38 Exhibit 10.38 ALLISON TRANSMISSION HOLDINGS, INC. Amended and Restated Non-Employee Director Deferred Compensation Plan 1. General. The Amended and Restated Non-Employee Director Deferred Compensation Plan (the "Plan"), as set forth herein, has been adopted by the Board of Directors (the "Board") of Allison Transmission Holdings, Inc. (the "Company") effective as of the date the Allison Transmission Holdings, Inc. 2015 Equity Incentive Award Plan (the "Equity Plan") is approved by the stockholders of the Company in 2015. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of the members of the Board to those of Company stockholders and by providing such members with an incentive for outstanding performance to generate superior returns to Company stockholders. Capitalized but undefined terms used herein shall have the meanings provided for in the Equity Plan. View More