Miscellaneous Contract Clauses (41,182)

Miscellaneous. a. Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby for a period of one year. b. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. c. Entire Agreement. This Agreement and the Schedule attached hereto constitute the entire ag...reement and understanding between the parties with respect to the subject matters herein, and supersede and replace any prior agreements and understandings, whether oral or written between and among them with respect to such matters. This Agreement supersedes and replaces the Commitment which is hereby terminated. The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of the Company and Invesco. d. Title and Subtitles. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. e. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. f. Applicable Law. This Agreement shall be governed by and construed in accordance with laws of the State of California, applicable to contracts between California residents entered into and to be performed entirely within the State of California. g. Venue. Any action, arbitration, or proceeding arising directly or indirectly from this Agreement or any other instrument or security referenced herein shall be litigated or arbitrated, as appropriate, in the County of New York, in the State of New York. h. Authority. The individual executing and delivering this Agreement on behalf of Invesco has been duly authorized and is duly qualified to execute and deliver this Agreement in connection with the purchase of the Shares and the signature of such individual is binding upon Invesco. i. Notices. All notices and other communications provided for or permitted hereunder shall be made by hand-delivery, telecopier, or overnight air courier guaranteeing next day delivery at the address set forth on the signature page hereof to Invesco and with respect to 10 the Company at its principal place of business. All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. The parties may change the addresses to which notices are to be given by giving five days prior written notice of such change in accordance herewith. View More

Miscellaneous. The Plan shall be administered by the CEO or the designee of the CEO ("Plan Administrator") unless otherwise delegated by the Board. Subject to the express provisions of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive discretion to construe, interpret, and administer the Plan. All decisions, determinations, and interpretations by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operati...on of any Plan award shall be final and binding on all Participants, Beneficiaries, heirs, assigns, or other persons holding or claiming rights under the Plan or any award. 7.2Non-Transferability of Rights and Interests. Neither a Participant nor a Beneficiary may alienate, assign, transfer, or otherwise encumber his or her rights and interests under the Plan, nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person, and any attempt to do so shall be null and void. Katherine J. BlackSenior Vice PresidentHuman Resources and Communications EX-10.7 5 exhibit1071stquarter201610.htm EXHIBIT 10.7 Exhibit EXHIBIT 10.7Tennessee Valley AuthorityLONG-TERM INCENTIVE PLAN RETENTION GRANT NOTICEPursuant to the provisions of the Tennessee Valley Authority Long-Term Incentive Plan ("Plan"), approved effective October 1, 2015, the Tennessee Valley Authority ("TVA") hereby grants Charles G. Pardee ("Participant") as of October 1, 2015 ("Grant Date"), an award of $200,000 ("Long-Term Retention Incentive Award"), upon and subject to the terms and conditions set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.1. Grant of Award The Long-Term Retention Incentive Award shall be subject to all the terms and conditions of the Plan and this Notice. The Long-Term Retention Incentive Award represents the right of the Participant to receive a lump sum cash payment subject to the vesting requirements provided in Section 3 below. View More

Miscellaneous. The validity and interpretation of this Agreement shall be governed by the laws of the State of New York. This Agreement shall inure to the benefit of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each controlling person and each officer and director of the Company and the Underwriters referred to in Section 9, and their respective successors, assigns, executors and administrators. Nothing in this Agreement is intended or shall be construed to give to any... other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such, of any of the Senior Notes from any of the several Underwriters. The Company and the Underwriters each acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Underwriters have an arms length business relationship that creates no fiduciary duty on the part of either party and each expressly disclaims any fiduciary relationship, except that the Underwriters acknowledge that they owe a duty of trust or confidence to the Company as contemplated by paragraph (b)(2)(i) of Rule 100 (17 CFR §243.100) of Regulation FD under the Securities Exchange Act. View More

Miscellaneous. This Amendment contains the parties' entire agreement regarding the subject matter covered by this Amendment, and supersedes all prior correspondence, negotiations and agreements, if any, whether oral or written, between the parties concerning such subject matter. There are no contemporaneous oral agreements, and there are no representations or warranties between the parties not contained in this Amendment. Except as modified by this Amendment, the terms and provisions of the Lease Agreement sha...ll remain in full force and effect, and the Lease Agreement, as modified by this Amendment, shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall be one instrument. View More

Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. 19 25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or l...egal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. View More

Miscellaneous. All notices or other communications hereunder shall be written in English, and delivered in person (including by courier), by first class mail or facsimile, to the addresses set forth below. A notice shall be deemed to have been delivered (a) on the date of signing of the delivery receipt in the case of delivery in person (including by courier); (b) on the 10th day of the mailing date in the case of delivery by mail; and (c) on the date recorded in the transmission record in the case of facsimil...e, unless delivery is made after 5 pm on a Business Day or on a non-Business Day in the place of receipt, in which case delivery shall be deemed to occur at 9 am on the following Business Day. Party A: YOU On Demand (Beijing) Technology Co., Ltd. Address: Suite 2603, 26/F, Tower A, 10 Jintongxi Road, Chaoyang District, Beijing, PRC Tel: +86 10 8590 6561 Fax: +86 10 8590 6577 Attn: Grace He Loan Agreement Party B: Yang Lan Address: No. 602 Unit 1 18/F, No. 19 West Third Ring North Road, Haidian District, Beijing, PRC Tel: +86 10 8776 2856 Party C: Zhu Yun Address: No.501, Room 13, 15th Floor, Liuheyuan, Shijingshan District, Beijing, PRC. Tel: +86 138 0111 9910 12.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties in respect of the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. 12.3 Amendment. This Agreement may be amended only by a written agreement signed by the parties, which amendment shall be attached to this Agreement as an Appendix. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment. 12.4 No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right, authority or privilege under this Agreement, or under any other related agreement, shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 12.5 Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 12.6 Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns (if any). 12.7 Assignment. Party B and Party C shall not assign any of their rights or obligations hereunder without the prior written consent of Party A. Party A shall have the right to assign all or any of its rights or obligations under this Agreement to a Designated Person at any time. Party B and Party C shall cooperate fully with Party A to affect any such assignment, including without limitation signing any documentation. 12.8 Counterparts. This Agreement may be executed in any number of counterparts. Each such counterpart shall be deemed to be an original instrument, and all such counterparts shall together constitute one and the same instrument. Loan Agreement 12.9 Languages and Versions. This Agreement is executed in three (3) original sets with both Chinese and English language versions. Each party shall retain one (1) original set. The Chinese and English language versions shall have the same legal effect. [The space below has been intentionally left blank.] View More

Miscellaneous. 4.1 Interest Rate. Any interest payable hereunder that is in excess of the maximum interest rate permitted under applicable law shall be reduced to the maximum interest rate permitted under such applicable law. 4.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand or by facsimile transmission, when telexed, or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid..., to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Issuer: Innovus Pharmaceuticals, Inc. 9171 Towne Center Drive, Suite 440 San Diego, CA 92122 Attn: Chief Financial Officer Facsimile: 858-249-7871 With a copy (which copy shall not constitute notice) to: Innovus Pharmaceuticals, Inc. 9171 Towne Center Drive, Suite 440 San Diego, CA 92122 Attn: Legal Department Facsimile: (858) 249-7872 If to Debenture Holder at its address as furnished to Issuer. 4.3 Further Indebtedness. No indebtedness of the Issuer is senior to this Debenture in right of payment, whether with respect to interest, damages or upon liquidation or dissolution or otherwise. Without the Debenture Holder's consent, the Issuer will not, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits there from that is senior or paripassu in any respect to the obligations of the Issuer under this Debenture. 4.4 Entire Agreement; Exercise of Rights. (a) This Debenture embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. No amendment of any provision of this Debenture shall be effective unless it is in writing and signed by each of the parties; and no waiver of any provision of this Debenture, nor consent to any departure by either party from it, shall be effective unless it is in writing and signed by the affected party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 4 (b) No failure on the part of a party to exercise, and no delay in exercising, any right under this Debenture, or any agreement contemplated hereby, shall operate as a waiver hereof by such party, nor shall any single or partial exercise of any right under this Debenture, or any agreement contemplated hereby, preclude any other or further exercise thereof or the exercise of any other right. 4.5 Governing Law. This Debenture shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed entirely within such state, without regards to its conflicts of law provisions. 4.6 Transferability. This Debenture shall not be transferable in any manner without the express written consent of Issuer, which consent may not be unreasonably withheld. View More

Miscellaneous. This Agreement (including the agreement referenced herein) is the complete and exclusive statement of your agreement with the Company on the subject matters herein, and supersedes and replaces any and all prior agreements or representations with regard to the subject matter hereof, whether written or oral (including those set forth in the Offer Letter). It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified, ame...nded or extended except in a writing signed by you and a duly authorized member of the Board. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provisions had never been contained herein. This Agreement and the terms of your employment with the Company shall be governed in all aspects by the laws of the State of California. If you agree to the terms and conditions set forth herein, please sign below. Best regards, /s/ Sean Bohen Sean Bohen, M.D., Ph.D. Chief Executive Officer Accepted and agreed: /s/ Kinney Horn Kinney Horn Date: November 13, 2020 EX-10.11 11 tm2027048d10_ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 November 13, 2020 Kinney Horn VIA EMAIL Re:Employment Terms Dear Kinney: As you know, you are currently employed by Olema Pharmaceuticals, Inc. (the "Company") as its Chief Business Officer, pursuant to the terms of an offer letter from the Company dated May 14, 2020 (the "Offer Letter"). In connection with your continuing employment, you and the Company are hereby agreeing to the amended terms of employment set forth herein. The terms set forth in this offer letter ("Agreement") amend, restate, supersede and replace the terms set forth in the Offer Letter in their entirety. View More

Miscellaneous. The Plan shall be administered by the Senior Vice President, Human Resources and Communications of TVA ("Plan Administrator") unless otherwise designated by the CEO. The Plan Administrator shall have the power and authority to resolve all questions which may arise in connection with the Award and make factual determinations relating to, and correct mistakes in the Awards. Any action taken by the Plan Administrator regarding the Plan or the Award shall be final, binding, and conclusive. 7.2.Non-T...ransferability of Rights and Interests. Participant or Participant's Beneficiary may not alienate, assign, transfer or otherwise encumber his or her rights with regard to the Award, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person, and any attempt to do any of the foregoing shall be null and void. In the event of Participant's death, the Plan Administrator shall authorize payment of the Award to Participant's Beneficiary. Katherine J. BlackSenior Vice PresidentHuman Resources and Communications EX-10.2 3 exhibit102123114.htm EXHIBIT 10.2 Exhibit 10.2 (123114) EXHIBIT 10.2Tennessee Valley AuthorityLONG-TERM RETENTION INCENTIVE PLAN AWARD NOTICEPursuant to the provisions of the TVA Long-Term Retention Incentive Plan ("Plan"), as approved effective February 28, 2014, the Tennessee Valley Authority ("TVA") hereby grants JOHN MADISON THOMAS III, ("Participant") as of January 1, 2015 ("Grant Date"), an award of $200,000 ("Award"), upon and subject to the terms and conditions set forth below.1. Grant of Award - Rights and PaymentThe Award shall be subject to all the terms and conditions of the Plan and this Notice. The Award represents the right of Participant to receive a lump sum cash payment subject to the vesting requirements provided in Section 3 below. View More

Miscellaneous. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be 4 affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. The headings in this Agreement are solely for conveni...ence of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. The Grantee shall cooperate and take such actions as may be reasonably requested by the Corporation in order to carry out the provisions and purposes of the Agreement. The Grantee is responsible for complying with all laws applicable to Grantee, including federal and state securities reporting laws. NAVIENT CORPORATION By: Jack Remondi President and Chief Executive Officer Accepted by: Date 5 EX-10.2 3 d893658dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 Navient Corporation 2014 Omnibus Incentive Plan Three-Year Bonus Restricted Stock Unit Agreement Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"), the Compensation and Personnel Committee (the "Committee") of the Navient Corporation Board of Directors (the "Board") hereby grants to (the "Grantee") on February 18, 2015 (the "Grant Date") an award (the "Award") of shares of Bonus Restricted Stock Units ("Bonus RSUs"), which represent the right to acquire shares of common stock of Navient Corporation (the "Corporation") subject to the following terms and conditions (this "Agreement"): 1. Restrictions on Transfer. The Award is fully vested at grant, but subject to transfer restrictions ("Transfer Restrictions"), with such restrictions to lapse in one-third increments on the first, second and third anniversary of the Grant Date, and upon such lapsing the subject portion of the Award shall be settled in shares of the Corporation's common stock. View More