Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Authority of Compensation Committee. In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Compensation Committee shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Compensation Committee with respect to this Agreement shall be made in the Compensation Committee's discretion and shall be final and binding on the Participant. (b) No Right t...o Continued Employment. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the Restricted Shares is contingent upon his or her continued employment by the Company, this Agreement does not constitute an express or implied promise of continued employment or confer upon the Participant any rights with respect to continued employment by the Company. (c) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. (d) Participant's Acknowledgments. The Participant acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan. EX-10.5 6 d754022dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 ALNYLAM PHARMACEUTICALS, INC. Restricted Stock Agreement Name of Participant: Number of shares of restricted common stock awarded: Grant Date: Alnylam Pharmaceuticals, Inc. (the "Company") has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company's 2009 Stock Incentive Plan (the "Plan") and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below. ALNYLAM PHARMACEUTICALS, INC. By: [insert name and title] Accepted and Agreed: [insert name of Participant] ALNYLAM PHARMACEUTICALS, INC. Restricted Stock Agreement The terms and conditions of the award of shares of restricted common stock of the Company (the "Restricted Shares") made to the Participant, as set forth on the cover page of this Agreement, are as follows: 1. Issuance of Restricted Shares. (a) The Restricted Shares are issued to the Participant, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Participant to the Company. (b) The Restricted Shares will initially be issued by the Company in book entry form only, in the name of the Participant. Following the vesting of any Restricted Shares pursuant to Section 2 below, the Company shall, if requested by the Participant, issue and deliver to the Participant a certificate representing the vested Restricted Shares. The Participant agrees that the Restricted Shares shall be subject to the forfeiture provisions set forth in Section 3 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement. View More

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 the Representatives c/o J. P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention Equity Syndicate Desk. Notices to the Company shall be given to it at 1830 Route 130 North, Burlington New Jersey 080...16, (fax: (609) 589-2978); Attention: Chief Financial Officer. Notices to the Selling Stockholders shall be given to the Attorneys-in-Fact at , , , (fax: ); Attention: . (b) Authority of Representatives. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be binding upon the Underwriters. 25 (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, without regard to principles of conflict of laws that would result in the application of any law other than the laws of the state of New York. (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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a "pdf" or "tif") shall be effective as delivery of a manually executed counterpart thereof. (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. View More

Miscellaneous. i. Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company or the Holder shall bind and inure to the benefit of the successors and permitted assigns of the Company and the Holder, respectively, whether so expressed or not. ii. Governing Law. This Note shall be governed by the laws of the State of New Jersey as applied to contracts entered into and to be performed entirely within the State of New Jersey. iii. Waiver of Jury Trial. THE PARTIES HEREBY K...NOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE PAYEE OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE. iv. Notices. Any notice pursuant to this Note to be given or made (i) by the Holder to or upon the Company or (ii) by the Company to or upon the Holder, shall be sufficiently given or made if sent by certified or registered mail, postage prepaid, addressed (until another address is sent by the Company or the Holder to the other party) as follows: To the Company: Kannalife, Inc. 3805 Old Easton Road Doylestown, PA 18902 Attn: Dean Petkanas, CEO To the Holder: [●] [●] [●] Attn: [●] v. No Waiver. No delay in exercising any right hereunder shall be deemed a waiver thereof, and no waiver shall be deemed to have any application to any future default or exercise of rights hereunder. vi. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Note, but this Note shall be construed as if such unenforceable provision had never been contained herein. View More

Miscellaneous. This Amendment and the Amendment Agreement as amended hereby shall be binding upon and shall inure to the benefit of the parties to the Amendment and the Amendment Agreement and their respective successors.

Miscellaneous. 8.1 Governing Law; Arbitration. This Note shall be governed by and construed in accordance with the laws of the State of Delaware. Disputes shall be subject to binding arbitration in accordance with Section 7.3(b) of the Note Purchase Agreement. 8.2 Entire Agreement. This Note, together with the Note Purchase Agreement and any other documents executed in connection herewith, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and ther...eof. 8.3 Amendments. No term of this Note may be amended, waived, discharged or terminated except in accordance with Section 7.9 of the Note Purchase Agreement. 8.4 Notices, etc. All notices, requests, demands and other communications made under this Note shall be made in accordance with Section 7.6 of the Note Purchase Agreement. 4 8.5 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to Holder upon any breach or default of the Company under this Note shall impair any such right, power or remedy of Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of Holder of any breach or default under this Note, or any waiver on the part of Holder of any provision or condition of this Note must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Note or by law or otherwise afforded to Holder, shall be cumulative and not alternative. 8.6 Severability. In case any provision of this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 8.7 Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note. With respect to this Note, the Company agrees to file any and all required notices and make any and all required disclosures as may be required under the applicable usury laws of all applicable jurisdictions. 8.8 Titles. The titles of the Sections and subsections of this Note are for convenience or reference only and are not to be considered in construing this Note. View More

Miscellaneous. (a) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles. (b) Waiver. The waiver by any party of a breach or a default of any provision of this Agreement by any other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of a party to exercise or avail itself of any right, power or ...privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such party. (c) Waiver of Jury Trial. To the fullest extent permitted by applicable law each party hereby irrevocably waives all right of trial by jury in any action, proceeding, claim, or counterclaim arising out of or in connection with this Agreement or any matter arising hereunder. (d) No Agency. Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose. Neither Licensor, on the one hand, nor Licensee, on the other hand, shall be responsible for the acts or omissions of the other. No party will have authority to speak for, represent or obligate the other party in any way without prior written authority from such other party. (e) Entire Agreement. This Agreement and the Separation Agreement together contain the full understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and writings relating thereto. No waiver, alteration or modification of any of the provisions hereof shall be binding unless made in writing and signed by the parties. (f) Headings. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. 3 (g) Notices. All notices required or permitted hereunder will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile transmission if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the party to be notified at the address as set forth below or at such other address as such party may designate by written notice to the other parties hereto. Notices shall be provided to the addresses set forth below: If to Licensor: Stephanie Gill If to Licensee: Martha Wiegand CNX Resources Corporation CONSOL Energy Inc. Address: 1000 CONSOL Energy Drive, Canonsburg, PA 15317 Address: 1000 CONSOL Energy Drive, Canonsburg, PA 15317 Attn: General Counsel Attn: General Counsel Phone No. : 724-485-4234 Phone No. : 724-485-4009 (h) Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the invalid provision shall be severed herefrom. (i) Assignment. This Agreement may not be assigned or otherwise transferred by Licensee in any manner without the prior written consent of Licensor in its sole discretion, including without limitation by operation of law, a change of control, merger, acquisition, or otherwise. Licensor may freely assign any or all of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of and will be binding on the parties hereto and their respective permitted assigns. (j) Counterparts; Images Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of such together shall constitute one and the same instrument. Scanned PDF copies of signatures and facsimile copies of signatures may be deemed original signatures. View More

Miscellaneous. Lending affiliates of the Agents, the Forward Purchasers and the Forward Sellers may have lending relationships with issuers of securities underwritten or privately placed by the Agents and the Forward Sellers. To the extent required under the securities laws, prospectuses and other disclosure documents for securities underwritten or privately placed by the Agents and the Forward Sellers will disclose the existence of any such lending relationships and whether the proceeds of the issue will be u...sed to repay debts owed to affiliates of the Agents, the Forward Purchasers and the Forward Sellers. The Agents, the Forward Purchasers and the Forward Sellers and one or more of their affiliates may make markets in the Common Stock or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, shares of the Common Stock or other securities of the Company, at the same time that Agents and the Forward Sellers are acting as agents pursuant to this Agreement; provided that the Agents and the Forward Sellers acknowledge and agree that any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that the Company has and shall have no control over any decision by the Agents, the Forward Purchasers, the Forward Sellers and their affiliates to enter into any such transactions. View More

Miscellaneous. (a) Governing Law. This Amendment 1 shall be governed by, and construed in accordance with, the internal laws of the State of New York. (b) Severability. The provisions of this Amendment 1 are severable, and if any subsection or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provisio...n in any other jurisdiction, or any other clause or provision in this Amendment 1 in any jurisdiction. (c) Counterparts. This Amendment 1 may be executed in any number of counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (d) Binding Effect; Assignment. This Amendment 1 shall be binding upon and inure to the benefit of Borrower and the Lender and their respective successors and assigns; provided, however, that the rights and obligations of Borrower under this Amendment 1 shall not be assigned or delegated without the prior written consent of the Lender. View More

Miscellaneous. a. Recitals Incorporated. The Recitals set forth at the beginning of this Agreement are deemed incorporated herein, and the parties hereto represent they are true, accurate and correct. b. Acknowledgement of Distressed Loan Notice. HLBE acknowledges receipt of notice of its rights under AgStar's distressed loan program and 12 U.S.C. § 2202a(b) and to request restructuring of their loans under such program. HLBE acknowledges and agrees that it has not requested restructuring of their respective l...oans and has elected to enter into this Agreement in lieu of any such 9 restructuring. c. [reserved] d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. e. Severability. If any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from the remainder of such agreement and the validity, legality and enforceability of the remaining provisions shall not be adversely affected or impaired thereby and shall remain in full force and effect. f. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. g. Entire Agreement. This Agreement, together with the Exhibits set forth the entire agreement between the parties pertaining to the transactions contemplated by this Agreement. This Agreement may be amended or modified only by a written instrument signed by the party against which enforcement is sought. [Remainder of page intentionally blank. Signature page immediately follows.] View More

Miscellaneous. (a) Withholdings. All compensation of any kind payable under this Agreement will be subject to all legally-required withholdings and deductions as determined in good faith by the Company. (b) Entire Agreement. This Agreement together with Attachment A contains the entire understanding of the parties on the subject matter hereof and supersedes all other documents on the subject hereof; may not be amended, except by written agreement of the parties signed by each of them; will be binding upon, and... inure to the benefit of, the parties and their personal representatives, successors and permitted assigns; and may not be assigned by either party without the prior written consent of the other party. (c) Construction. (i) Each party has read and understood this Agreement, and each party has had an opportunity to review this Agreement with counsel. Accordingly, each provision of this Agreement is to be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision. (ii) The words "herein," "hereof," "hereunder," "hereby," "herewith" and words of similar import when used in this Agreement are to be construed to refer to this Agreement as a whole. (iii) An "affiliate" of the Company is any entity controlling, controlled by, or under common control with, the Company. (iv) The words "include" "includes" "including" and words of similar import mean considered as part of a larger group, and not limited to any one or more enumerated items. (v) When used in this Agreement, the word "will" is either predictive or is synonymous with the word "shall," meaning "required"; and the word "may" means "permitted." (d) Prior Dealings etc. No representation, affirmation of fact, course of prior dealings, promise or condition in connection herewith or usage of the trade that is not expressly incorporated herein will be binding on the parties. (e) Waiver. The failure to insist upon strict compliance with any term, covenant or condition contained herein will not be deemed a waiver of that term, nor will any waiver or relinquishment of any right at any one or more times be deemed a waiver or relinquishment of that right at any other time or times. No term or condition hereof will be waived unless in writing by the party to be bound by the waiver. (f) Captions. The captions of the paragraphs herein are for convenience only, and are not to be used to construe or interpret this Agreement. (g) Counterparts & Execution. This Agreement may be executed in multiple counterparts, each of which may be considered an original, but all of which together constitute but one and the same instrument. This Agreement when signed by a party may be delivered by electronic facsimile transmission with the same force and effect as if the same were an executed and delivered original, manually-signed counterpart. (h) Governing Law & Jurisdiction. This Agreement will be governed by, and construed in accordance with, the domestic laws of the State of Texas without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or of any other jurisdiction) that would cause the application hereto of the laws of any jurisdiction other than the State of Texas. Any judicial proceeding brought against a party to this Agreement, or any dispute arising out of this Agreement or matter related hereto must be brought in the state courts of Montgomery County, Texas, and each party accepts the exclusive jurisdiction of those courts. View More