Miscellaneous Contract Clauses (41,182)

Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder upon any Person other than (i) each of the parties hereto and their respective successors and permitted assigns and (ii) each other Indemnitee and, with respect to the provisions of Section 5(b), the Investor Directors, all of whom are intended to be third party beneficiarie...s thereof. No amendment, modification, supplement or discharge of this 18 Agreement, and no waiver hereunder shall be valid and binding unless set forth in writing and duly executed by the party or other Indemnitee against whom enforcement of the amendment, modification, supplement or discharge is sought. Neither the waiver by any of the parties hereto or any other Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any party hereto or any other Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any provisions hereof, or any rights, powers or privileges hereunder. Subject to Section 2(d) hereof, the rights, indemnities and remedies herein provided are cumulative and are not exclusive of any rights, indemnities or remedies that any party or other Indemnitee may otherwise have by contract, at law or in equity or otherwise. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Whenever the words "include", "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." 12. Information. Each of Brickman LP, Parent and the Company hereby consents to the Investor Directors sharing any information such Investor Directors receive from any member of the Company Group with officers, directors, members, employees and representatives of the Managers and their respective Affiliates (other than other portfolio companies) and to the internal use by the Managers and their respective Affiliates of any information received from any member of the Company Group, subject, however, to the Managers maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of any member of the Company Group in violation of applicable law. View More

Miscellaneous. Tenant hereby represents and warrants to Landlord as follows: (i) the execution and delivery of this Amendment by Tenant has been duly authorized by all requisite corporate action, (ii) neither the Lease nor the interest of Tenant therein has been assigned, sublet, encumbered or otherwise transferred; (iii) there are no defenses or counterclaims to the enforcement of the Lease or the liabilities and obligations of Tenant thereunder; (iv) Tenant is not in breach or default of any of its respectiv...e obligations under the Lease; (v) Landlord has made no representations or warranties, except as expressly and specifically set forth in the Lease and this Amendment. To Tenant's knowledge, Landlord is not in breach or default of any of its respective obligations under the Lease. Except for Landlord's Work as defined in Section 5 above, Landlord has performed all work and constructed all improvements required to be performed or constructed by Landlord pursuant to the Lease. The submission of drafts of this document for examination and negotiation does not constitute an offer, or a reservation of or option for, the Extension Term or any of the other terms and conditions set forth in this Amendment, and this Amendment shall not be binding upon Landlord or Tenant unless and until each party hereto has executed and delivered a fully executed copy of this Amendment to the other party. Except as expressly and specifically set forth in this Amendment, the Lease is hereby ratified and confirmed, and all of the terms, covenants, agreements and provisions of the Lease shall remain unaltered and unmodified and in full force and effect throughout the balance of the Term of the Lease, as extended hereby. View More

Miscellaneous. This Agreement is not binding upon the parties until it is signed below on behalf of each patty. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to Capital One Financial Corporation, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, and (b) if to the Underwriter, to Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, United States of America, Attention: Debt Capital Markets Syndicate, with a copy at the same address to: Attention: General Counse...l, Facsimile: (646) 374-1071; or in any case to such other address as the person to be notified may have requested in writing. 18 14. Representations and Indemnities to Survive. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, its officers and directors and of the Underwriter set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement. View More

Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agr...eement. Counterparts of this Amendment may be delivered by facsimile or electronic transmission. (d) Neither the Indenture Trustee nor the Owner Trustee shall be responsible for the validity or sufficiency of this Amendment, nor for the recitals contained herein. (e) Each of the parties hereto acknowledges and agrees that this Amendment is being executed and delivered by BNY Mellon Trust of Delaware not individually but solely and exclusively in its capacity as Owner Trustee on behalf of the Issuer for the purpose and with the intention of binding Issuer. No obligations or liabilities hereunder shall run against BNY Mellon Trust of Delaware in its individual capacity or against its properties or assets. Under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents. View More

Miscellaneous. . Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed or delivered (a) if to the Company, at the office of the Company, Vicor Corporation, 25 Frontage Road, Andover, MA 01810, Attention of Chief Financial Officer, with a copy to Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202, or (b) if to the Underwriters, to the Representative at the offices of Needham & Company, LLC, 250 Park Avenue, New York..., NY 10177, Attention: Corporate Finance Department, with a copy to DLA Piper LLP (US), 401 Congress Avenue, Suite 2500, Austin, TX 78701, telecopy number: (512) 457-7001, Attention: John J. Gilluly III, P.C. Any such notice shall be effective only upon receipt. Any notice under Section 9 or 10 may be made by telecopier or telephone, but if so made shall be subsequently confirmed in writing. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, and the controlling persons, directors and officers referred to in Section 7, 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" as used in this Agreement shall not include a purchaser, as such purchaser, of Shares from any of the several Underwriters. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Any action required or permitted to be made by the Representative under this Agreement may be taken by Needham & Company, LLC. As used in this Agreement, "business day" means any day on which Nasdaq is open for trading, "knowledge" means the knowledge of the directors and officers of the Company after reasonable inquiry. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. In case any provision in this Agreement 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. Each of the Company and the Underwriters hereby waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby. View More

Miscellaneous. The MCO and this letter agreement will be governed under California law. Any payments hereunder will be subject to withholding for taxes and the like-This agreement is dated as of July 1, 2012. /s/ Raymond Huggenberger /s/ Alison Bauerlein Raymond Huggenberger, CEO for Inogen Alison Bauerlein -3- EX-10.23 5 d597508dex1023.htm EX-10.23 EX-10.23 Exhibit 10.23 Alison Bauerlein ("Associate") Management Carve-Out Bonus Award 1. Introduction. The Inogen CEO and the Board of Directors (the "Board") has... decided to grant a Management Carve-Out Incentive Bonus benefit to a select group of key associates whose contributions are important to Inogen's (the "Company's") future success. The goal of this benefit (the "Management Carve Out Bonus Program" or "MCO") is to motivate recipients with the opportunity to share in the increased wealth created as the long term objectives of the Company are achieved. You have been confidentially selected as one of the few associates to receive this new benefit because of the important contributions you have made and are expected to make to the achievement of such objectives going forward. View More

Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter continued herein, and supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof, including that certain Consulting Agreement, effective as of April 1, 2018, between the parties, which is hereby terminated as of February 23, 2021. No changes or modifications or waivers to this Agreement will be effective unless in writing a...nd signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. View More

Miscellaneous. 5.1CHOICE OF LAW. 5.2CONSENT TO JURISDICTION. 5.3WAIVER OF JURY TRIAL.

Miscellaneous. (a) Time is of the essence in this Note. (b) The provisions of this Note shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Note shall be effective and binding upon the Parties, and interpreted in a manner consistent with the parties' original intent prior to the severance of this Note, to the extent reasonably practicable. (c) This Note and the other Credit Documents collectively: (i) constitute the final expression... of the agreement between Borrower and Lender concerning the Loan; (ii) contain the entire agreement between Borrower and Lender respecting the matters set forth herein and in such other Credit Documents; and (iii) may not be contradicted by evidence of any prior or contemporaneous oral agreements or understandings between Borrower and Lender. Neither this Note nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification is sought. (d) If there is a conflict between or among the terms, covenants, conditions or provisions of this Note and the other Credit Documents, any term, covenant, condition or provision that Lender may elect to enforce from time to time so as to enlarge the interest of Lender in its security for the Obligations, afford Lender the maximum financial benefits or security for the Obligations, or provide Lender the maximum assurance of payment of the Loan and the Obligations in full shall control. BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN PROVIDED WITH SUFFICIENT AND NECESSARY TIME AND OPPORTUNITY TO REVIEW THE TERMS OF THIS NOTE AND EACH OF THE CREDIT DOCUMENTS WITH ANY AND ALL COUNSEL IT DEEMS APPROPRIATE, AND THAT NO INFERENCE IN FAVOR OF, OR AGAINST, LENDER OR BORROWER SHALL BE DRAWN FROM THE FACT THAT EITHER SUCH PARTY HAS DRAFTED ANY PORTION OF THIS NOTE OR ANY OF THE CREDIT DOCUMENTS. View More