Miscellaneous Contract Clauses (41,182)

Miscellaneous. 8.1 Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties to this Agreement. 8.2 Governing Law. This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts of laws provisions. 8.3 Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agree...ment with respect to the grant and vesting of this Award and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and vesting of this Award and the administration of the Plan. 8.4 Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance. 8.5 Code Section 409A. The parties intend that the Award and this Agreement involve the transfer of "property" subject to Section 83 of the Code and, as such, are exempt from the requirements of Section 409A of the Code, and, with respect to Dividend Proceeds payable in cash, the parties intend that such payments are exempt from the requirements of Section 409A of the Code as short term deferrals under Section 1.409A-1(b)(4) of the Treasury Regulations. The Award and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intent. View More

Miscellaneous. 5.1. Amendments; Waiver. This Agreement may be amended, modified or supplemented only by a written instrument signed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be valid and enforceable unless such waiver is in writing and signed by the party to be charged, and, unless otherwise stated therein, no such waiver shall constitute a waiver of any other provision hereof (whether or not similar) or a continuing waiver. 5.2. Binding Effect; Assignment. This ...Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. 5.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings of the parties. 5.4. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland without regard to any conflicts of law provisions that would result in the application of the laws of any other jurisdiction. Any legal action or proceeding arising from this Agreement shall be adjudicated solely and exclusively in the state and/or federal courts in Maryland. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 5.5. Notices. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served, sent via facsimile, sent via electronic mail or sent by United States mail or by commercial courier and shall be deemed to have been given when received at the address set forth below: 4 If to Hunt-InfraREIT: Hunt-InfraREIT, L.L.C. Attn: Hunter L. Hunt, President 1900 North Akard Street Dallas, TX 75201 Facsimile: 214-978-8989 E-mail: HHunt@huntoil.com If to the Company: InfraREIT, Inc. Attn: Chief Executive Officer 1807 Ross Avenue, 4th Floor Dallas, TX 75201 E-mail: DCampbell@huntutility.com With a copy to: InfraREIT, Inc. Attn: General Counsel 1807 Ross Avenue, 4th Floor Dallas, TX 75201 E-Mail: Legal@huntutility.com The address of any party hereto may be changed by a notice in writing given in accordance with the provisions of this Section 5.6. 5.6. Severability. If all or any portion of any provision contained in this Agreement shall be determined by a court of law to be invalid, illegal or unenforceable in any respect for any reason, such provision or portion thereof shall be deemed stricken and severed from this Agreement, and the remaining provisions and portions thereof shall continue in full force and effect. 5.7. Counterparts. Any number of counterparts hereof may be executed and each such counterpart shall be deemed to be an original instrument. A signature delivered by facsimile or other means of electronic transmission shall be deemed to constitute an original signature. 5.8. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. View More

Miscellaneous. You will have no rights as a stockholder with respect to the Shares until the exercise of the option and payment of the full purchase price therefore in accordance with the terms of the 2015 Plan and this Letter of Grant. Nothing herein contained shall impose any obligation on the Company or any parent or subsidiary of the Company or on you with respect to your continued employment by the Company or any parent or subsidiary of the Company. Nothing herein contained shall impose any obligation upo...n you to exercise this option. View More

Miscellaneous. Developer is an independent contractor for Client. Nothing in this Agreement will be construed as creating an employer-employee relationship, partnership or joint venture, as a guarantee of future employment or projects, as a limitation upon Client's sole discretion to terminate this Agreement at any time without cause, or as creating an exclusive relationship or minimum commitment. Developer is not authorized to assume, create or incur any liability on behalf of Client. 12.2 Notices. All notice...s and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed to those contained in this Agreement or such other address as the party to receive the notice or request so designates by written notice to the other. 12.3 Assignment. Developer may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the express written consent of Client, and any attempted assignment by Developer in violation of this section will be void. For purposes of this Agreement, an "assignment" by Developer under this section will be deemed to include, without limitation, each of the following: (a) a change in beneficial ownership of Developer of greater than twenty percent (20%) (whether in a single transaction or series of transactions) if Developer is a partnership, trust, limited liability Client or other like entity; (h) a merger of Developer with another party, whether or not Developer is the surviving entity; (c) the acquisition of more than twenty percent (20%) of any class of Developer's voting stock (or any class of non-voting security convertible into voting stock) by another party (whether in a single transaction or series of transactions); and (d) the sale or other transfer of more than fifty percent (50%) of Developer's assets (whether in a single transaction or series of transactions). In the event of such assignment or attempted assignment by Developer, Client will have the right to immediately terminate this Agreement. 12.4 Governing Law and Forum. This Agreement will be construed and controlled by the laws of the State of Nevada, United States of America, without reference to the conflicts of law provisions thereof. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of either the state or federal courts located in Nevada, United States of America. 12.5 Construction. This Agreement does not constitute an offer by Client and it will not be effective until signed by both parties. This Agreement (including any Schedules) constitutes the entire agreement between the parties with respect to the Work and all other subject matter hereof and merges all prior and contemporaneous communications. It may not be modified except by a written agreement signed on behalf of Developer and Client by their respective duly authorized representatives. Any party's delay or failure to require performance of any provision of this Agreement will not in any way diminish or prejudice the right of such party to require performance of that provision, and any waiver by a party of a breach of any provision of this Agreement will not be construed as a waiver of any subsequent breach of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, then it will be enforced to the maximum extent permitted to effectuate its original purpose, and the remainder of this Agreement will remain in full force and effect. View More

Miscellaneous. 5.1 Further Assurances. 5.2 Governing Law; Waiver of Jury Trial. 5.4 Headings. 5.5 Expenses. 5.6 Amendments. 5.7 Severability. 5.8 Entire Agreement. 5.9 Representation by Counsel; Interpretation.

Miscellaneous. (a) The provisions of Sections 2 and 6-17 will survive the termination of this Consulting Agreement for any reason. (b) Should any provision of this Consulting Agreement or the application thereof, to any extent, be held invalid or unenforceable, the remainder of this Consulting Agreement and the application thereof other than those provisions held invalid or unenforceable, shall not be affected thereby and shall continue valid and enforceable to the fullest extent permitted by law or equity. (c...) No waiver by either party of any breach of this Consulting Agreement shall be construed as a waiver of any succeeding breach of this Consulting Agreement. (d) This Consulting Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Any facsimile, PDF reproduction of original signatures or other electronic transmission of a signed counterpart shall be deemed to be an original counterpart and any signature appearing thereon shall be deemed to be an original signature. (e) This Consulting Agreement, together with the Separation Agreement and the documents referenced therein, represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements, either written or oral regarding the subject matter thereof. (f) For purposes of this Consulting Agreement, the term "Cause" means (i) any act of willful or intentional misconduct, or fraudulent act by the Consultant having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company; (ii) any intentional misappropriation of the property of the Company, or embezzlement of its funds or assets (whether or not a misdemeanor or felony); and (iii) willful breach by the Consultant of any of the provisions of Sections 8, 10, 11, 12 or 16 of this Consulting Agreement, and (iv) Consultant entering the employ of, or rendering any services to, any person engaged in any business that directly competes with the Business of Company as determined reasonably and in good faith by the Company. For purposes of this Section 17(f), "Business" shall mean any business directly related to design or development of hepatitis B virus treatments or hepatitis B curative therapeutic products and any other product or services that the Company can establish with contemporaneous documents it is providing, designing or developing during the Term of this Consulting Agreement and on which Consultant provides substantive Services during the Term of this Consulting Agreement. (g) This Consulting Agreement may be amended only by a written instrument signed by 7 both Company and Consultant. (h) The Consultant shall be listed as an additional insured under the Company's clinical trials/product liability insurance with respect to policies covering trials upon which Consultant provides Services. View More

Miscellaneous. (a) NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) two (2) business days after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to th...e Corporation at the address as set forth on the signature page hereof, to the Holder at the Holder's address as appearing on the Corporation's records, or at such other address as the Corporation or Holder may designate by ten (10) days advance written notice to the other party hereto. (b) ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, 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. (c) AMENDMENTS AND WAIVERS. This Warrant may be amended or modified only upon the written consent of both Holder and the Corporation. This Warrant and any provision hereof may be waived only by an instrument in writing signed by the party against which enforcement of the same is sought. (d) SEVERABILITY. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. (e) GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws principles. (f) BINDING EFFECT. This Warrant shall be binding upon any entity succeeding the Corporation by merger, consolidation or acquisition of all or substantially all of the Corporation's assets. All of the covenants and agreements of the Corporation shall inure to the benefit of the successors and assigns of the Holder hereof. View More

Miscellaneous. This Release will be construed and enforced in accordance with the laws of the State of California without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions will be enforced to the maximum extent possible. Should any provision of this Release require interpretation or construction, it is agreed by the Parties that t...he entity interpreting or constructing this Release shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the Party who prepared the document. The Parties agree to bear their own attorneys' fees and costs with respect to this Release. View More

Miscellaneous. Consultant agrees that any breach of Section 3 above by it would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of the Consultant's obligations hereunder. Consultant shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee of the ...Company. This Agreement is only an agreement for the provision of consulting services on a strictly contractual basis, and does not create employer-employee relations between the Consultant and the Company and does not confer upon the Consultant any rights, except for those set forth herein. This Agreement represents the only Agreement relating to this subject matter between the Consultant and the Company. Consultant will not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of the Company. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives. This Agreement shall be construed and governed by New York law, excluding laws relating to conflicts or choice of law. The Parties submit to the exclusive personal jurisdiction of the federal and state courts located in the Southern District of New York in connection with any dispute or any claim related to any dispute. No modifications or amendments to this Agreement can be made except in writing, signed by the Consultant and Company. Sections 3,4,5 shall survive termination or expiration of this Agreement. View More

Miscellaneous. 13.2NoticesAny notices provided for in this Agreement shall be sent to the following addresses or such other address as a party may designate in writing: 6 To Oaktree US:Oaktree Capital Management, LP333 South Grand Avenue28th FloorLos AngelesCalifornia 90071 Attention: Todd Molz, General CounselFacsimile: +1 (213) 830-8545 To the Sub-Advisor:Oaktree Capital Management (International) LimitedVerde, 10 Bressenden Place, London SW1E 5DHUnited Kingdom Attention: Dominic Keenan, Europe Regional Coun...selFacsimile: +44 (0) 207 201 4601All notices delivered by facsimile or hand shall be deemed given on the day received. View More