Grouped Into 893 Collections of Similar Clauses From Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Miscellaneous. (a) Entire Agreement. Other than the Continuing Obligations, this Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. (b) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties. (c) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Connecticut,... without giving effect to the principles of conflict of laws. (d) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such portion will be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion will not affect the force, effect, and validity of the remaining portion hereof. (e) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. (f) Successors. This Agreement is personal to Dr. Rothberg and, without the prior written consent of the Company, will not be assignable by Dr. Rothberg otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by Dr. Rothberg's legal representatives. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Agreement, "the Company" will mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise. (g) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. [Remainder of page intentionally left blank.] 3 This Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative and by Dr. Rothberg. BUTTERFLY NETWORK, INC. By: /s/ Todd M. Fruchterman, M.D., Ph.D. Name: Todd M. Fruchterman, M.D., Ph.D.View More
Miscellaneous. (a) Entire Agreement and Termination of Executive Chairman Agreement. Other than the Continuing Obligations, this This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. hereof, including the Executive Chairman Agreement between Dr. Rothberg and the Company dated as of June 10, 2021 (the "Executive Chairman Agreement'). The parties acknowledge and agree that the Executive Chairman Agreement is... terminated as of the Effective Date, and waive any advance notice of termination provision included in the Executive Chairman Agreement. (b) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties. (c) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Connecticut, without giving effect to the principles of conflict of laws. (d) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such portion will be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion will not affect the force, effect, and validity of the remaining portion hereof. (e) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. (f) Successors. This Agreement is personal to Dr. Rothberg and, without the prior written consent of the Company, will not be assignable by Dr. Rothberg otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by Dr. Rothberg's legal representatives. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Agreement, "the Company" will mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise. 3 (g) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. [Remainder of page intentionally left blank.] 3 4 This Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative and by Dr. Rothberg. BUTTERFLY NETWORK, INC. By: /s/ Todd M. Fruchterman, M.D., Ph.D. Name: Todd M. Fruchterman, M.D., Ph.D.View More
Miscellaneous. The Employee shall bear all tax payments deriving from the rights and benefits granted under this Agreement. It is hereby expressed that all the payments specified in this Agreement are gross, and statutory tax and all the other compulsory payments, including health insurance contributions and national insurance contributions, shall be deducted from them and from all the rights and benefits received by the Employee pursuant hereto. 6.2. To avoid any doubt, this Agreement also constitutes a compr...omise agreement and notice of final clearance in according with Article 29 of 1963 Severance Pay Law. 6.3. In signing this Agreement, the Employee represents that he reviewed and examined his rights and had a sufficient opportunity to receive a counsel advice regarding the same, and will be entering this Agreement voluntarily, without reservation and that it will be binding on him as a settlement agreement. 6.4. This Agreement constitutes the entire agreement and understanding between the parties concerning the Employee's employment with the Company and its termination and supersedes and replaces any and all prior agreements. This Agreement may only be amended in writing.View More
Miscellaneous. The Employee shall bear all tax payments deriving from the rights and benefits granted under this Agreement. It is hereby expressed that all the payments amounts specified in this Agreement are gross, and statutory tax and all the other compulsory payments, including health insurance contributions and national insurance contributions, shall be deducted from them and from all the rights and benefits received by the Employee pursuant hereto. 6.2. To avoid 10.2. For the avoidance of any doubt, this... Agreement also constitutes a compromise agreement and notice of final clearance in according with Article 29 of 1963 Severance Pay Law. 6.3. 10.3. In signing this Agreement, Agreement the Employee represents that he she reviewed and examined his her rights and had a sufficient opportunity to receive a counsel advice regarding the same, and will be entering this Agreement voluntarily, without reservation and that it will be binding on him as a settlement agreement. 6.4. 10.4. This Agreement constitutes the entire agreement and understanding between the parties concerning Parties hereto in respect of the Employee's employment with the Company and its termination and supersedes and replaces any and all prior agreements. subject-matter hereof. This Agreement may only be amended in writing. by a written document signed by the Parties hereto. View More
Miscellaneous. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the conflict of law provisions thereof or any other jurisdiction, other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. The provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Po...oling and Servicing Agreement; and the Pooling and Servicing Agreement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.View More
Miscellaneous. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the conflict of law provisions thereof or any other jurisdiction, other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. The provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Po...oling and Servicing Agreement; Indenture; and the Pooling and Servicing Agreement, Indenture, as amended by this Amendment, shall be read, taken and construed as one and the same instrument. View More
Miscellaneous. 5.1 The Credit Agreement (as amended hereby) and the obligations of the Borrower thereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their terms. 5.2 The Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers as follows: (a) The Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment. 5.3 This Amendment shall const...itute a Loan Document for all purposes. 5.4 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.View More
Miscellaneous. 5.1 6.1 The Credit Agreement (as amended hereby) and the obligations of the Borrower thereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their terms. 5.2 6.2 The Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers as follows: (a) The Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment. 5.3 6.3 This Amendment... shall constitute a Loan Document for all purposes. 5.4 6.4 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. View More
Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) 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 the Represent...atives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, 4th Floor, New York, New York 10179, Attn: Equity Syndicate Desk, Facsimile: (212) 622-8358; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282,and Cowen and Company, LLC, 599 Lexington Avenue, New York, New York 10022 (fax: (646) 562-1249), Attention: Head of Equity Capital Markets, and with a copy to Latham & Watkins LLP, 12670 High Bluff Drive, San Diego, California 92130, Facsimile: (858) 523-5450, Attention: Cheston J. Larson, Esq. Notices to the Company shall be given to it at ImmunoGen, Inc., 830 Winter Street, Waltham, Massachusetts 02451, Facsimile: (781) 895-0613, Attention: Craig Barrows. (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (d) 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. (e) 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. (f) 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. 26 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.View More
Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) 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 the Represent...atives c/o J.P. Morgan Securities Jefferies LLC, 383 520 Madison Avenue, 4th Floor, New York, New York 10179, Attn: Equity Syndicate Desk, Facsimile: (212) 622-8358; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282,and Cowen and Company, LLC, 599 Lexington Avenue, New York, New York 10022 (fax: (646) 562-1249), 10022, Facsimile: (212) 284-2280, Attention: Head of Equity General Counsel, with a copy to c/o Leerink Partners LLC, 299 Park Avenue, New York, New York 10171, with a copy to RBC Capital Markets, LLC, 200 Vesey Street, New York, New York, 10281, and with a copy to Latham & Watkins LLP, 12670 High Bluff Drive, San Diego, California 92130, Facsimile: (858) 523-5450, Attention: Cheston J. Larson, Esq. Notices to the Company shall be given to it at ImmunoGen, Inc., 830 Winter Street, Waltham, Massachusetts 02451, Facsimile: (781) 895-0613, Attention: Craig Barrows. (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (d) 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. (e) 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. (f) 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. 26 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. View More
Miscellaneous. (a)This Agreement is binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. (b)This Agreement will be governed and interpreted in accordance with the laws of the State of Nevada, and may be executed in more than one counterpart, each of which shall constitute an original document. (c)No alterations, amendments, changes or additions to this agreement will be binding upon either the Company or Holder unless reduced to writing and signed by bot...h parties. (d)Capitalized terms used within this Agreement unless otherwise defined, shall have the meaning ascribed thereto in the Plan. (e)Nothing contained herein shall be construed as a guarantee of continued employment of Holder for any specific duration of time. (f)This Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission), each of which shall be deemed an original, but all of which when taken together shall constitute one instrument.View More
Miscellaneous. (a)This Agreement is binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. (b)This Agreement will be governed and interpreted in accordance with the laws of the State of Nevada, and may be executed in more than one counterpart, each of which shall constitute an original document. (c)No alterations, amendments, changes or additions to this agreement will be binding upon either the Company or Holder unless reduced to writing and signed by bot...h parties. (d)Capitalized terms used within this Agreement unless otherwise defined, shall have the meaning ascribed thereto in the Plan. (e)Nothing contained herein shall be construed as a guarantee of continued employment of Holder for any specific duration of time. (f)This Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission), each of which shall be deemed an original, but all of which when taken together shall constitute one instrument. (g)This Amended and Restated Option Agreement is intended to replace and supercede an original Stock Option Agreement provided to Holder on or about March 26, 2014 (the "Original Grant Date") in order to restate certain items contained therein, however, shall continue to remain in effect as of the Original Grant Date. View More
Miscellaneous. This Agreement contains the entire agreement of the parties with respect to its subject matter. This Agreement shall be binding upon and shall inure to the benefit of the respective parties, the successors and assigns of the Company, and the heirs, legatees and personal representatives of Recipient.
Miscellaneous. This Agreement contains the entire agreement of the parties with respect to its subject matter. This Agreement shall be binding upon and shall inure to the benefit 4 of the respective parties, the successors and assigns of the Company, and the heirs, legatees and personal representatives of Recipient.
Miscellaneous. 13.2Section 409A. 1.1Establishment 1.1 Establishment of the Program and Effective Date. 1.3Duration 1.3 Duration of the Program. 2.2Decisions 2.2 Decisions Binding.
Miscellaneous. This Agreement constitutes the entire understanding and agreement between the Company and CONSULTANT with respect to the subject matter hereof and supersedes all prior understandings or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to the benefit of each party's success...ors, but may not be assigned without the prior written approval of the other party. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. CONSULTANT hereby discloses that he is a retired attorney, in good standing, whose Bar license in California is currently non-active; he is not providing legal services under this Agreement nor being paid for such by the Company.View More
Miscellaneous. This Agreement constitutes the entire understanding and agreement between the Company and CONSULTANT Parties with respect to the subject matter hereof and supersedes all prior understandings or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties. the Company and Consultant. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to... the benefit of each party's successors, Party's successors but may not be assigned without the prior written approval of the other party. Party. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. The descriptive headings of the paragraphs sections of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. CONSULTANT hereby discloses that he is a retired attorney, in good standing, whose Bar license in California is currently non-active; he is not providing legal services under this Agreement nor being paid for such by the Company.View More
