Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) This Subscription Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. (b) This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement ...and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature among them. 2 (c) This Subscription Agreement shall be governed by the laws of the state of Nevada exclusive of its conflict of laws provisions. (d) This Subscription Agreement may be executed in counterparts, all of which taken together shall constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the original or the same counterpart. Delivery between the parties hereto of a counterpart by facsimile or other electronic transmission shall not in any way impair the validity of such counterpart, and any counterpart so delivered shall be valid and binding as if an original. View More

Miscellaneous. 12.6Section 409A; Withholding. 12.6.1The payments under this Agreement are intended either to be exempt from Section 409A of the Code under the short-term deferral, separation pay, or other applicable exception, or to otherwise comply with Section 409A. 12.6.4All compensatory payments under this Agreement are subject to any required tax or other withholdings.12.7Interpretation.

Miscellaneous. (a) Except as herein modified or amended, the provisions, conditions and terms of the Existing Lease shall remain unchanged and is ratified by Landlord and Tenant, republished and confirmed as being binding upon the parties and in full force and effect. (b) In the event of any inconsistency between the provisions of the Existing Lease and this Agreement, the provisions of this Agreement shall govern and control. (c) Each signatory of this Agreement represents hereby that he or she has the author...ity to execute and deliver the same on behalf of the party hereto for which such signatory is acting. (d) This Agreement may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties. Transmission of a facsimile or by email of a pdf copy of the signed counterpart of this Agreement shall be deemed the equivalent of the delivery of the original, and any party so delivering a facsimile or pdf copy of the signed counterpart of this Agreement by email transmission shall in all events deliver to the other party an original signature promptly upon request. View More

Miscellaneous. This LOI supersedes any prior written or oral understanding or agreements between the parties related to the subject matter hereof (other than the NDA). This LOI may be amended, modified or supplemented only by written agreement of the parties. The headings set forth in this LOI are for convenience of reference only and shall not be used in interpreting this LOI. In this LOI, the term "including" (and with correlative meaning "include") means including without limiting the generality of any desc...ription preceding or succeeding such term and shall be deemed in each case to be followed by the words "without limitation". This LOI may be executed in any number of counterparts (including by facsimile, pdf or other electronic document transmission), each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. [Remainder of Page Intentionally Left Blank; Signature Page Follows] 3 CONFIDENTIAL Please acknowledge your acceptance of and agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this LOI. View More

Miscellaneous. 10.1Notices. 10.2No Right to Continued Employment or Service. 10.4Withholding. 10.5Benefits Not Assignable. 10.6Governing Law; Forum Selection; Jury Waiver. 10.8No Trust Fund; Unfunded Obligations. 10.9No Third Party Beneficiaries. 10.10Controlling Document. 10.11No Limitation of Rights. 10.12Counterparts. 10.13Severability. 10.14Certain Interpretive Matters. 10.15Entire Agreement; Superseding Effect; No Duplicative Benefits. 10.16Full Understanding. 10.17Compliance with Recoupment, Ownership an...d Other Policies or Agreements. 10.18Tax Matters. 10.19Entity. View More

Miscellaneous. (a)Full Force and Effect. Except as modified by this Amendment, all of the terms, conditions and provisions of the Master Leasing Agreement and amendments thereto shall remain in full force and effect and are hereby ratified and confirmed. The term "Agreement," as used in the Master Leasing Agreement, shall mean the Master Leasing Agreement, as amended by that certain Amendment to Master Leasing Agreement, dated as of May 19, 2022, by and between AIR and DevCo, and as further amended by this Ame...ndment. (b)Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (c)Electronic Signatures. In order to expedite the transactions contemplated hereby, emailed or DocuSign signatures may be used in place of original signatures on this Amendment. The Parties intend to be bound by the signatures on any emailed or DocuSigned copy of this Amendment, are aware that the other Party will rely on the emailed or DocuSigned signatures, and hereby waive any defenses to the enforcement of the terms hereof based on the form of signature. (d)Applicable Law. This Amendment shall be subject to the provisions of Section 19(e) of the Master Leasing Agreement, which section is hereby incorporated by reference. [remainder of page intentionally left blank] 6 2078388.02E-NYCSR07A - MSW IN WITNESS HEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Effective Date. View More

Miscellaneous. (a) All terms, conditions, provisions and covenants in the Loan Documents and all other documents delivered to the Agent and the Banks in connection therewith shall remain unaltered and in full force and effect except as modified or amended hereby. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any Loan Document or any other document executed in connection therewith, the terms and provisions hereof shall control.... (b) The execution, delivery and effectiveness of this Agreement shall neither operate as a waiver of any right, power or remedy of the Agent or the Banks under any of the Loan Documents nor constitute a waiver of any Default or Event of Default thereunder. (c) In consideration of the Agent's and the Banks' agreement to amend the existing credit facility, the Borrower hereby waives and releases the Agent and the Banks and their respective officers, attorneys, agents and employees from any liability, suit, damage, claim, loss or expense of any kind or failure whatsoever and howsoever arising that it ever had up until, or has as of, the date of this Agreement. (d) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. (e) In the event any provisions of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. (f) This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. (g) This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (h) The headings used in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. (i) This Agreement may be executed in one or more counterparts, each of which counterparts when executed and delivered shall be deemed to be an original, and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of 7 a signature page to this Agreement by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart hereof. View More

Miscellaneous. 7.1. Successors and Assigns. All the provisions of this Warrant Certificate by or for the benefit of the Company or the Warrant Holder shall bind and inure to the benefit of their respective successors and permitted assigns. 7.2. Notices. All notices, requests, demands and other communications hereunder shall be given in accordance with the terms of the Purchase Agreement. 7.3. Waivers; Amendments. Any provision of this Warrant Certificate may be amended or modified with (but only with) the writ...ten consent of the Company and the Warrant Holder. Any amendment, modification or waiver effected in compliance with this Section 7.3 shall be binding upon the Company and the Warrant Holder. No failure or delay of the Company or the Warrant Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereon or the exercise of any other right or power. The rights and remedies of the Company and the Warrant Holder hereunder are cumulative and not exclusive of any rights or remedies which each would otherwise have. 7.4. No Rights as a Shareholder. The Warrant shall not entitle the Warrant Holder, prior to the exercise of the Warrant, to any rights as a holder of shares of the Company. 7.5. Separability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 7.6. Governing Law. This Warrant shall be construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of law, except as otherwise required by mandatory provisions of law. 7.7. Section Headings. The section headings used herein are for convenience of reference only and shall not be construed in any way to affect the interpretation of any provisions of the Warrant. View More

Miscellaneous. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Underwriters, as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or the Company or any of their respective officers, directors or controlling persons referred to in Sections 5 and 6 hereof, an...d shall survive delivery of and payment for the Shares. In addition, the provisions of Sections 4(b), 5, 6 and 7 shall survive the termination or cancellation of this Agreement. This Agreement has been and is made for the benefit of the Underwriters, the Company and their respective successors and assigns, and, to the extent expressed herein, for the benefit of persons controlling any of the Underwriters, or the Company, and directors and officers of the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of Shares from any Underwriter merely because of such purchase. All notices and communications hereunder shall be in writing and mailed or delivered or by telephone or e-mail if subsequently confirmed in writing, (a) if to the Underwriters, c/o Ladenburg Thalmann & Co. Inc., 520 Madison Avenue, New York, NY 10022 Attention: David Strupp, email: dstrupp@ladenburg.com, with a copy to Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, NY 10018, Attention: Michael D. Maline, Esq., email: mmaline@goodwinprocter.com, and (b) if to the Company, to pSivida Corp., 400 Pleasant Street, Watertown, MA 02472, Attention: General Counsel, email: lfreedman@psivida.com, with a copy to Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199, Attention: Patrick O'Brien, Esq., email: Patrick.OBrien@ropesgray.com. 26 This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. [Remainder of page intentionally left blank] 27 Please confirm that the foregoing correctly sets forth the agreement among us. Very truly yours, PSIVIDA CORP. By: /s/ Lori Freedman Lori Freedman Vice President, Corporate Affairs and General Counsel Confirmed: LADENBURG THALMANN & CO. INC. Acting on behalf of itself and as Representative of the several Underwriters named in Schedule I annexed hereto. By: /s/ David J. Strupp, Jr. Name: David J. Strupp, Jr. View More

Miscellaneous. (a)On and after the date hereof, as used in the Agreement, "hereinafter," "hereto," "hereof" and words of like import and all references in the Agreement, the other Credit Documents and the respective exhibits and schedules thereto shall, unless the context otherwise requires, be deemed to be references to the Agreement as amended hereby and as further amended from time to time. (b)Except as expressly amended hereby, the parties hereto agree that the Agreement is ratified and confirmed, as amend...ed hereby, and shall remain in full force and effect in accordance with its terms and that all provisions of this Amendment are the legally binding and enforceable agreements of the parties hereto and their permitted successors and assigns. (c)This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York. (d)The provisions of Sections 12.15 and 12.16 of the Agreement regarding, among other things, jurisdiction, service of process and waiver of trial by jury, shall apply to this Amendment as if the same were set out in full herein in this place. (e)This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of a counterpart hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed original counterpart thereof. (f)Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment. View More