Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Agreement is binding on the parties' successors and assigns. Nothing in this Agreement shall impact the Executive's employment status with the Company other than as an executive of the Company or Executive's status as a member of the Company's board of directors. This Agreement may be executed in any number of counterparts, all of which are considered one and the same Agreement notwithstanding that all parties hereto have not signed the same counterpart. Signatures of this Agreement which a...re transmitted by facsimile are valid for all purposes. Any party shall, however, deliver an original signature of this Agreement to the other party upon request. If any provision of this Agreement is held by the final judgment of any court of competent jurisdiction to be illegal, invalid or unenforceable, the validity of the remaining portions or provisions must not be impaired or affected, and the rights and obligations of the parties must be construed and enforced as if this Agreement did not contain that certain part, term or provision held to be illegal, invalid or unenforceable. This Agreement and the rights and obligations of the parties hereto, must be construed and enforced in accordance with the laws of the State of Delaware. View More

Miscellaneous. (a) Amendment and Termination. The Company reserves the right to amend or terminate the Program at any time in its discretion without the consent of any Participant, but no such amendment shall adversely affect the rights of the Participants with regard to outstanding Awards. (b) No Contract for Continuing Services. This Program shall not be construed as creating any contract for continued services between the Company or any of its Subsidiaries and any Participant and nothing herein contained sh...all give any Participant the right to be retained as an employee or consultant of the Company or any of its Subsidiaries. (c) Governing Law. The Program and each Award Notice awarded under the Program shall be construed in accordance with and governed the laws of the State of Ohio, without regard to principles of conflict of laws of such state. (d) Construction. Wherever appropriate, the use of the masculine gender shall be extended to include the feminine and/or neuter or vice versa; and the singular form of words shall be extended to include the plural; and the plural shall be restricted to mean the singular. (e) Headings. The Section headings and Section numbers are included solely for ease of reference. If there is any conflict between such headings or numbers and the text of this Program, the text shall control. (f) Effect on Other Plans. Nothing in this Program shall be construed to limit the rights of Participants under the Company's or its Subsidiaries' benefit plans, programs or policies. (g) Clawback Policy. All Awards granted under this Program shall be subject to forfeiture (as determined by the Compensation Committee) in accordance with the terms of the Company's clawback or recoupment policy (as in effect from time to time). EX-10.3 4 Ex-10.3.htm EX-10.3 EXHIBIT 10.3 HEALTH CARE REIT, INC. 2015-2017 LONG-TERM INCENTIVE PROGRAM 1. Purpose. This 2015-2017 Long-Term Incentive Program (the "Program") is adopted pursuant to the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the "Equity Plan") and any successor equity plan and is intended to provide an incentive for superior work and to motivate executives and employees of Health Care REIT, Inc. (the "Company") toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives and employees. The Program is for the benefit of Participants (as defined below). View More

Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Company Catalyst Biosciences, Inc. 611 Gateway Blvd., Suite 710 South San Francisco, CA 94080 Attn: Nassim Usman, Ph.D. with a copy to Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019 Attention: Stephen Thau, Esq. (ii) to the Underwriters Raymond James & Associates, Inc. 880 Carillon Parkway St. P...etersburg, Florida 33716 Attention: General Counsel with a copy to Mintz, Levin, Cohn, Ferris, Glovsky & Popeo P.C. 666 Third Avenue New York, New York 10017 Attention: Ivan K. Blumenthal, Esq. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and its directors and officers. View More

Miscellaneous. 6.2 Notices. 6.4 Further Assurances. 6.5 Headings. 6.6 Counterparts. 6.7 Governing Law. 6.8 Severability. 6.9 Amendments.

Miscellaneous. (a) Headings. The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof. (b) Modifications. No modification hereof or of any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought. (c) Governing Law; Loan Document. This Amendment is a contract made under and governed by the internal laws of the State of New York applicable to contract...s made and to be performed entirely within that state, without regard to conflict-of-laws principles. This Amendment is a Loan Document and is subject to and has the benefit of all the provisions in the Credit Agreement applicable to Loan Documents. (d) Counterparts. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile, pdf or electronic transmission shall be deemed to be an original signature hereto. Electronic records of this Amendment maintained by the Administrative Agent or the Lenders will be deemed to be originals. View More

Miscellaneous. This Eleventh Amendment to the Credit Agreement, and all other terms and conditions of the Credit Agreement not specifically amended by this Eleventh Amendment shall continue and remain in full force and effect. No variation, modification, or amendment to this Eleventh Amendment shall be deemed valid or effective unless and until it is signed by the parties hereto. This Eleventh Amendment may be executed in counterparts, each of which once so executed shall be deemed to be original and all of wh...ich taken together shall constitute one and the same agreement. View More

Miscellaneous. 7.1 Severability. 7.3 Assignment. 7.4 Amendments and Modifications. 7.5 Governing Law; Waiver of Jury Trial; Specific Performance. 7.6 Notices. 7.7 Entire Agreement; Third-Party Beneficiaries. 7.8 Counterparts. 7.9 Effect of Headings. 7.10 Legal Representation. 7.11 Expenses. 7.12 Further Assurances. 7.14 Several Liability. 7.15 No Recourse.

Miscellaneous. Except as expressly set forth herein, this Amendment shall not be construed to modify any of the Parties' respective rights and obligations under the Collaboration Agreement. This Amendment shall be construed and interpreted according to the laws of the State of Delaware, without regard to conflicts of laws principles. This Amendment may be executed in more than one counterpart, each of which shall be deemed to be an original but all of which taken together shall be deemed a single instrument. A... facsimile transmission of the signed Amendment will be legal and binding on both Parties. This Amendment shall be incorporated into and shall, as of the Amendment Effective Date, form part of the Collaboration Agreement between the Parties. View More

Miscellaneous. This Restricted LTIP Unit Agreement may not be amended except in writing signed by the Company and the Employee. Notwithstanding the foregoing, this Restricted LTIP Unit Agreement may be amended in writing signed only by the Company to: (a) correct any errors or ambiguities in this Restricted LTIP Unit Agreement; and/or (b) to make such changes that do not materially adversely affect the Employee's rights hereunder. This grant shall in no way affect the Employee's participation or benefits under... any other plan or benefit program maintained or provided by the Company. In the event of a conflict between this Restricted LTIP Unit Agreement and the Plan, the Plan shall govern. View More

Miscellaneous. This Second Extension Agreement shall be governed and construed in accordance with the laws of the State of New Jersey, without reference to its conflict of laws rules. 1 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement. This Second Extension Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties,... both written and oral, with respect to its subject matter. This Second Extension Agreement may not be amended or modified except in the manner for an amendment of the Employment Agreement as set forth therein. The observance of any term of this Second Extension Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) in the manner set forth in the Employment Agreement and the failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Second Extension Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision. This Second Extension Agreement shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Second Extension Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Executed counterparts may be delivered via facsimile or other means of electronic transmission. Remainder of page intentionally left blank; signature page follows. View More