Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. (b) This Agreement may be executed in two counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (c) The rights and benefits of this Agreement shall inure to the bene...fit of, and be enforceable by the Company's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned either to an affiliate of the Purchaser or with the prior written consent of the Company. The rights and obligations of the Company under this Agreement may only be assigned with the prior written consent of the Purchaser. No person or entity not a party to this Agreement shall be deemed to be a third-party beneficiary hereunder or entitled to any rights hereunder. (d) All representations, warranties, covenants and agreements contained in this Agreement shall survive indefinitely. (e) No modifications or amendments to, or waivers of, any provision of this Agreement may be made, except pursuant to a document signed by the Company and the Purchaser. (f) When a reference is made in this Agreement to Sections, paragraphs, clauses or Annexes, such reference shall be to a Section, paragraph, clause or Annex to this Agreement unless otherwise indicated. The words "include," "includes," and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof will not be construed for or against any party. The words "hereof," "herein," "herewith," "hereby" and "hereunder" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. (g) This Agreement and all other documents required to be delivered pursuant hereto constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior documents, agreements and understandings, both written and verbal, among the parties with respect to the subject matter hereof and the transactions contemplated hereby. (h) If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, then, if possible, such illegal, invalid or unenforceable 6 provision will be modified to such extent as is necessary to comply with such present or future laws and such modification shall not affect any other provision hereof; provided that if such provision may not be so modified, such illegality, invalidity or unenforceability will not affect any other provision, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein. View More

Miscellaneous. (a) Disputes. Any dispute or disagreement that may arise under or as a result of this Agreement, or any question as to the interpretation of this Agreement, may be determined by the Company's Board of Directors in its absolute and uncontrolled discretion, and any such determination shall be final, binding, and conclusive on all affected persons. (b) Notices. Any notice that a party may be required or permitted to give to the other shall be in writing, and may be delivered personally, by overnigh...t courier or by certified or registered mail, postage prepaid, addressed to the parties at their current principal addresses, or such other address as either party, by notice to the other, may designate in writing from time to time. 5 (c) Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (d) Agreement Binding. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. (e) Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of the Agreement. (f) Parties of Interest. Nothing herein shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party. (g) Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. View More

Miscellaneous. (a) Th is Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any conflict of laws principles of that or any other jurisdiction. (b) This Agreement and the Secured Note constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede any prior agreements with respect to the subject matter hereof. (c) If any provision of this Agreement is held to be invalid or unenforceable, the invalidit...y or enforceability of any such provision shall not affect the validity or enforceability of any other provision hereof. This Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment in violation of this Section 9(c) shall be null and void. This Agreement shall (i) be binding upon the Pledgor's successors and assigns and (ii) inure to the benefit of the successors and permitted assigns of the Secured party. (d) If any dispute between the parties under this Agreement or the Secured Note results in litigation or arbitration, the prevailing party shall be entitled to recover all reasonable costs incurred by such party in connection with such action, including, but not limited to, reasonable attorneys' fees and expenses and, if Secured Party is the prevailing party, Secured Party's reasonable collection costs. (e) All headings are used herein for convenience of reference only and shall not be used to construe or interpret this Agreement. Unless varied by this Agreement, all terms used herein which are defined by the Delaware Uniform Commercial Code shall have the same meanings hereunder as assigned to them by the Delaware Uniform Commercial Code. 16918003.2 IN WITNESS WHEREOF, the parties hereto have executed this Pledge & Security Agreement effective as of the Effective Date. SECURED PARTY PLEDGOR: REDWOOD MORTGAGE INVESTORS IX, LLC REDWOOD MORTGAGE INVESTORS VIII a Delaware limited liability company a California limited partnership By: Redwood Mortgage Corp., By: Redwood Mortgage Corp., a California corporation, its Manager a California corporation, its General Partner By: /s/ Michael Burwell By: /s/ Michael Burwell Michael Burwell, President Michael Burwell, President 16918003.2 EXHIBIT A LOANS HELD FOR SALE Loan Number. Name of Borrower Original Principal Balance 4715 University J, LLC $ 1,600,000.00 4683 Clara J., LLC $ 2,300,000.00 16918003.2 EX-10.2 3 ck0001448038-ex102_11.htm EX-10.2 ck0001448038-ex102_11.htm EXHIBIT 10.2 SECURED PROMISSORY NOTE $850,000.00 September 30, 2020 FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Redwood Mortgage Investors VIII, a California limited partnership ("Maker"), promises to pay to Redwood Mortgage Investors IX, LLC, a Delaware limited liability company ("Payee"), the principal sum of Eight Hundred and Fifty Thousand Dollars ($850,000.00) ("Principal") together with interest as provided in this Secured Promissory Note ("Note") and on the following terms and conditions: 1. Secured Note. This Note is secured by that certain Pledge and Security Agreement of even date herewith, entered into by and between Maker and Payee (the "Pledge Agreement"). All capitalized terms not otherwise defined herein shall have the meanings given in the Pledge Agreement. View More

Miscellaneous. (a)Except as expressly permitted hereby, neither party may assign any of its interest in this Agreement or any Supplement or delegate any of its obligations hereunder or thereunder without the written consent of the other party. No such consent shall be required for any assignment by Operator to any affiliate or successor, provided that any such assignee meets all of the requirements set forth herein with respect to the Operator. (b)Unless otherwise provided herein, all notices and other communi...cations required or permitted under this Agreement shall be in writing and shall be deemed delivered upon physical delivery thereof to the recipient, upon receipt of a facsimile copy with electronic confirmation received by the sender or five (5) days after being sent by U.S. Mail with postage prepaid, addressed as follows: If to User:Mr. Richard P. McKenney 1 Fountain Square Chattanooga, TN 37402 Facsimile: (423) 294-7056 If to Operator:Unum Group 1 Fountain Square Chattanooga, TN 37402 Attn: General Counsel Facsimile: (423) 294-5036 (c)The terms and provisions of this Agreement and any Supplements hereto shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to its conflicts of laws provisions except such principles which permit the parties to select the law to be applied to this Agreement. (d)This Agreement and the Supplements hereunder shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors and permitted assigns. (e)This Agreement and each relevant Supplement hereunder constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and may not be amended, waived or modified except in a writing signed by the party to be charged. (f)This Agreement and any Supplement hereunder may be executed in two or more counterparts and by the parties hereto and thereto on separate counterparts, all such counterparts together to constitute one and the same instrument. (g)This Agreement and any Supplements hereunder supersede all prior agreements or assertions with respect to the subject matter hereof, whether oral or written, and all other communications between the parties with respect to the subject matter hereof. (h)This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that invoices shall have been submitted for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that are required to be paid or provided in any given calendar year shall not affect the in-kind benefits that are obligated to be paid or provided in any other calendar year; (iii) the right to receive reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall obligations to make reimbursements or provide in-kind benefits apply later than five years beyond User's lifetime. [Signatures on the following page.] View More

Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder s...hall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive, to Executive's address appearing on the records of the Corporation. If to the Corporation: Enerpac Tool Group Corp. N86 W12500 Westbrook Crossing Menomonee Falls, WI 53051 Attention: Chairman of the Audit Committee With a copy to: Michael Best & Friedrich, LLP 790 N. Water Street Milwaukee, WI 5320260606 Attention: Martin P. Tierney 11 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Corporation may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Corporation's failure to insist upon strict compliance with any provisions of this Agreement or the failure to assert any right the Executive or the Corporation may have hereunder, including, without limitation, the right of the Executive to terminate employment for cause pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right or of any other provision or right of this Agreement. (f) The Executive and the Corporation acknowledge that, except as may otherwise be provided herein or under any other written agreement between the Executive and the Corporation, the employment of the Executive by the Corporation is "at will" and the Executive's employment may be terminated by the Corporation at any time. (g) The Corporation agrees that if it breaches any payment obligation hereunder, the Corporation will pay all reasonable attorney fees and costs incurred by Executive in enforcing Executive's rights hereunder. (h) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. (i) If the Corporation sells, leases, exchanges or otherwise disposes of, in a single transaction or series of related transactions, all or substantially all of its property and assets, or if the Corporation ceases to exist as a separate entity as a result of a merger, spin-off, reorganization or otherwise, then the Corporation will, as a condition precedent to any such transaction, cause effective provision to be made so that the person or entity acquiring such property and assets or succeeding to the business of the Corporation as the surviving entity of a merger, spin-off, reorganization or otherwise, as applicable, becomes bound by, and replaces the Corporation under, this Agreement. View More

Miscellaneous. Any inconsistencies or conflicts between the terms and conditions of the Existing Lease and the terms and conditions of this Amendment shall be resolved in favor of the terms and conditions of this Amendment. Except as specifically modified and amended hereby, the Existing Lease is hereby ratified and confirmed and shall remain in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be an original and, when taken together, shall constitute one origi...nal instrument. This Amendment shall be binding on the parties hereto and their respective successors and assigns. [Remainder of page left intentionally blank.] View More

Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the substantive and not the conflicts laws of the State of Georgia. (b) Counterparts. This Agreement may be executed by the parties hereto in two or more counterparts and each executed counterpart shall be considered an original. (c) Drafting. This Agreement has been negotiated between the parties and, for construction purposes, shall not be deemed the drafting of any one party. (d) Entire Agreem...ents; Amendments. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver, or discharge is sought. This Agreement supersedes all prior agreements and memoranda between Purchaser and Seller which relate to the Property. The invalidity of any one of the covenants, agreements, conditions or provisions of this Agreement or any portion thereof shall not affect the remaining portions thereof or any part hereof and this Agreement shall be amended to substitute a valid provision which reflects the intent of the parties as was set forth in the invalid provision. (e) Day for Performance. Wherever herein there is a day or time period established for performance and such day or the expiration of such time period is a Saturday, Sunday or holiday, then such time for performance shall be automatically extended to the next following business day. (f) Attorney's Fees. Should any suit or proceeding brought to enforce the terms of this Agreement or any obligation herein, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses therein incurred. (g) TIME IS OF THE ESSENCE OF THIS AGREEMENT. (h) Electronic Signature/Multiple Counterparts. For purposes of negotiating, executing and amending this Agreement, any signed document transmitted by facsimile machine or scanned email shall be treated in all manner and respects as an original document. The signature of any party thereon shall be considered for those purposes as an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. At the request of any party, a facsimile or scanned email document shall be re-executed by all parties in original form. No party may raise the use of a facsimile machine or scanned email, or the fact that any signature was transmitted through the use of a facsimile or scanned email as a defense to the enforcement of this Agreement. In addition, this agreement may be executed in multiple counterparts, each of which together shall constitute one and the same agreement and which shall together be fully binding on the parties hereto. -10- (i) Companion Agreement. Contemporaneous with its execution of this Agreement, Purchaser has entered into a written agreement for the purchase and sale of certain real property owned by SBS Holdings at Tall Pines, LLC (the "Tall Pines Agreement"), the terms of which are similar to those of this Agreement. Anything to the contrary notwithstanding, in the event that Purchaser exercises its right to terminate the Tall Pines Agreement pursuant to any right to terminate expressly provided therein, then Purchaser shall provide Seller with written notice of such termination Seller contemporaneous with Purchaser's required notice of termination under that agreement, whereupon Seller shall have the right to terminate this Agreement upon written notice to Purchaser within five (5) days of such termination notice from Purchaser, whereupon the Deposit shall be returned to Purchaser. Further, anything to the contrary notwithstanding, in the event that Purchaser does not terminate the Tall Pines Agreement pursuant to any right to terminate expressly provided therein and does not close the purchase of the subject property under the Tall Pines Agreement, then Purchaser shall be in default of this Agreement, whereupon Seller shall have the right to terminate this Agreement and receive and retain the Deposit. In the event that this Agreement is terminated pursuant to this provision, neither party shall have any further rights or obligations hereunder except for those which expressly survive the termination hereof. View More

Miscellaneous. This Agreement together with all exhibits hereto, contains the entire understanding of the Parties with respect to the matters contained herein, and supersedes all proposals and agreements, written or oral, and all other communications between the Parties relating to the subject matter of this Agreement. In signing this Agreement, the Consultant is not relying on any promise of representation of the Company except as expressly set forth herein. Neither this Agreement nor any right or obligation ...hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of the Company. The Company may assign this Agreement to its affiliates, successors and assigns, and the Consultant expressly consents to such assignment. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules. Any disputes relating to this Agreement or the Consultant's services shall be heard exclusively before Delaware state or federal courts. The Parties expressly agree to such exclusive jurisdiction and fora and hereby waive any right to a trial by jury with respect to any such dispute. This Agreement may not be modified or amended except in writing signed or executed by Consultant and the Company. In case any provisions (or portions thereof) contained in this Agreement will, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear. View More

Miscellaneous. The Merger Agreement remains in full force and effect, as amended hereby. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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 them c/o Morgan Stanley & Co. LLC, Attention: Equity Syndicate Desk, with a copy to the Legal Department 1585 Broadway New York, NY 10036. Notices to the Selling Stockholders shall be given to them c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57t...h Street, Suite 4200, New York, New York 10019, Attention: David Sorkin. Notices to the Company shall be given to it at 108 Wilmot Road, Deerfield, Illinois 60015, Attention: Marco Pagni (fax: 847-315-3652), with a copy to 108 Wilmot Road, Deerfield, Illinois 60015, Attention: Corporate Secretary. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (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. 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, WALGREENS BOOTS ALLIANCE, INC. By: /s/ Marco Pagni Name: Marco Pagni Title: Executive Vice President, Global Chief Administrative Officer and General Counsel KKR SPRINT (2006) LIMITED By: /s/ William J. Janetschek Name: William J. Janetschek Title: Director KKR SPRINT (EUROPEAN II) LIMITED By: /s/ William J. Janetschek Name: William J. Janetschek Title: Director KKR SPRINT (KPE) LIMITED By: /s/ William J. Janetschek Name: William J. Janetschek Title: Director KKR EUROPEAN CO-INVEST FUND I L.P. By: KKR MIF Carry Holdings L.P., its general partner By: KKR MIF Carry Limited, its general partner By: /s/ William J. Janetschek Name: William J. Janetschek Title: Director KKR REFERENCE FUND INVESTMENTS L.P. By: KKR IFI GP L.P., its general partner By: KKR IFI Limited, its general partner By: /s/ William J. Janetschek Name: William J. Janetschek Title: Director KKR ASSOCIATES RESERVE LLC By: /s/ William J. Janetschek Name: William J. Janetschek Title: Authorized Signatory KKR ASSOCIATES 2006 (OVERSEAS), LIMITED PARTNERSHIP By: KKR 2006 Limited, its general partner By: /s/ William J. Janetschek Name: William J. Janetschek Title: Secretary SPRINT CO-INVEST 2 L.P. By: Sprint Co-Invest 2 GP Limited, its general partner By: /s/ William J. Janetschek Name: William J. Janetschek Title: Director Accepted as of the date first written above By: /s/ Tilli Dias Name: Tilli Dias Title: Executive Director SCHEDULE 1 The purchase price per share for the Securities to be paid by the several Underwriters shall be $80.43. Name of Underwriter Number ofSecurities Morgan Stanley & Co. LLC 15,000,000 Total 15,000,000 SCHEDULE 2 Selling Stockholders Number of Securities to beSold KKR Sprint (2006) Limited 7,945,677 KKR Sprint (European II) Limited 4,528,463 KKR Sprint (KPE) Limited 1,748,711 KKR European Co-Invest Fund I L.P. 9,909 KKR Reference Fund Investments L.P. 34,858 KKR Associates Reserve LLC 4,377 KKR Associates 2006 (Overseas), Limited Partnership 345,452 Sprint Co-Invest 2 L.P. 382,553 Total 15,000,000 SCHEDULE 3 Pricing Terms 1. The Selling Stockholders are selling 15,000,000 shares of Common Stock. View More