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. This Agreement, together with the Surviving Provisions and Section 5 of the Employment Agreement, is the entire agreement between the parties with regard to the subject matter hereof. Executive and the Company acknowledge that there are no other agreements, written, oral or implied regarding such subject matter, and that neither the Company nor Executive may rely on any prior negotiations, discussions, representations or agreements regarding the subject matter hereof. Whenever possible, each pro...vision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but 12 if any provision shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or any of the remaining provisions of this Agreement. The Company represents that the Board of Directors of the Company has duly and validly authorized this Agreement. This Agreement may be modified only in writing, and such writing must be signed by both Executive and the Company and recited that it is intended to modify this Agreement. Within 10 days after both the Effective Date and the Company's receipt of substantiation of expenses, the Company shall pay to Dechert LLP all legal fees incurred by Executive to Dechert LLP in connection with the negotiation and execution of this Agreement.View More
Miscellaneous. This Agreement, together with the Surviving Provisions and Section 5 9.02 of the Employment Agreement, is the entire agreement between the parties with regard to the subject matter hereof. Executive and the Company acknowledge that there are no other agreements, written, oral or implied regarding such subject matter, and that neither the Company nor Executive may rely on any prior negotiations, discussions, representations or agreements regarding the subject matter hereof. Whenever possible, eac...h provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but 12 if any provision shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or any of the remaining provisions of this Agreement. The Company represents that the Board of Directors of the Company has duly and validly authorized this Agreement. This Agreement may be modified only in writing, and such writing must be signed by both Executive and the Company and recited that it is intended to modify this Agreement. Within 10 days after both Email: scohen@sheppardmullin.com To the Effective Date Executive: Gregg Linn 10994 East Beck Lane Scottsdale, AZ 85225 Email: -11- 14. Binding Effect: This Agreement shall be binding upon the Parties and upon their dependents, heirs, representatives, executors, administrators, successors and assigns, and shall inure to the Company's receipt benefit of substantiation of expenses, the Company shall pay to Dechert LLP all legal fees incurred by Executive to Dechert LLP in connection with the negotiation Parties and execution of this Agreement. their respective dependents, heirs, representatives, executors, administrators, successors and assigns. View More
Miscellaneous. This Amendment (and/or the Lease) shall not be modified or amended except by written agreement executed by both parties hereto. All understandings and agreements previously made between the parties with respect to the subject matter of this Amendment are merged in this Amendment, which, together with the Lease, alone fully and completely expresses the agreement between Landlord and Tenant. As hereby amended, Landlord and Tenant hereby ratify and confirm the Lease, which shall continue in full fo...rce and effect, subject to and in accordance with its terms. If any provision or portion of this Amendment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, regulation, administrative decision, or public policy, and if such court should declare such provision, or portion thereof, to be illegal, invalid, void or unenforceable as written, then it is the intention of the parties hereto that any such provision or portion thereof shall be given force to the fullest extent that it is legal, valid and enforceable, and the remainder of this Amendment shall be construed as if such illegal, invalid, unlawful void or unenforceable provision, or portion thereof, were not contained herein. In the event of any conflicts or inconsistencies between the terms of the Lease, and the terms of this Lease (as amended by this Amendment), the terms of this Lease (as amended by this Amendment) shall govern and control in each instance. This Amendment shall bind and inure to the benefit of the parties hereto, and their respective successors and assigns. This Amendment shall not be binding on any party until both parties have executed and delivered duplicate counterparts of this Amendment. This Amendment, along with the Lease, constitutes the entire agreement between the parties regarding the subject matters set forth herein, and no prior or contemporaneous agreements shall be of any force or effect. This Amendment may be executed in individual, duplicate counterparts, which counterparts shall be deemed one and the same instrument. This Amendment may also be executed and transmitted via facsimile, email or PDF, and any faxed, emailed or PDF'd signatures shall be deemed original signatures. This Amendment shall be governed by and construed in accordance with the laws of the State of Connecticut. The parties hereto consent to the non-exclusive jurisdiction of the State and Federal Courts located in the State of Connecticut. Each party hereby warrants and represents that the person signing this Amendment on behalf of such party has full power and authority to do so and that such execution of this Amendment on behalf of such party has been duly authorized by all necessary and proper action of such party.View More
Miscellaneous. This a. Definitions. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Lease. b. Ratification. Except as specifically amended or modified by this Amendment, the Lease shall remain in full force and effect and is hereby ratified and confirmed. All references herein and hereafter to the Lease shall include this Amendment. c. Severability of Provisions. If any provision of this Amendment (and/or the Lease) is for any reason held t...o be invalid, illegal or unenforceable in any respect, such provision shall not affect the validity, legality or enforceability of any other provision of this Amendment. d. Entire Agreement; Amendments and Waivers. This Amendment, together with any exhibits hereto and the agreements and documents contemplated herein to be modified or amended except by written agreement executed by both parties hereto. All understandings and agreements previously made between any of the parties with respect hereto, constitutes the entire agreement between Tenant and the Landlord pertaining to the subject matter contained herein and supersedes any and all previous agreements between the parties hereto regarding the subject matter hereto. Any provision of thisAmendment may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the party asserted to be bound thereby, and then such amendment or waiver shall be effective only in the specific instance and specific purpose for which given. e. Authority. The individuals signing this Amendment are merged on behalf of each party represent and warrant that such individual has the authority under the company's governing documents to execute and deliver this Amendment in this Amendment, which, together with the name of and on behalf of the company. 5 f. Successors and Assigns. The Lease, alone fully as amended hereby, shall apply to and completely expresses the agreement between Landlord and Tenant. As hereby amended, bind Landlord and Tenant hereby ratify and confirm the Lease, which shall continue in full force and effect, subject to and in accordance with its terms. If any provision or portion of this Amendment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, regulation, administrative decision, or public policy, and if such court should declare such provision, or portion thereof, to be illegal, invalid, void or unenforceable as written, then it is the intention of the parties hereto that any such provision or portion thereof shall be given force to the fullest extent that it is legal, valid and enforceable, and the remainder of this Amendment shall be construed as if such illegal, invalid, unlawful void or unenforceable provision, or portion thereof, were not contained herein. In the event of any conflicts or inconsistencies between the terms of the Lease, and the terms of this Lease (as amended by this Amendment), the terms of this Lease (as amended by this Amendment) shall govern and control in each instance. This Amendment shall bind and inure to the benefit of the parties hereto, and their respective successors and assigns. This g. Conflicts. Notwithstanding anything to the contrary in the Lease, in the event of a conflict or inconsistency between the terms of the Lease and the terms and conditions of this Amendment, the terms and conditions set forth in this Amendment shall control and shall be deemed to supersede the Lease. Whether or not be binding on any party until both parties have executed specifically amended by this Amendment, all of the terms and delivered duplicate counterparts provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment. This Amendment, along with the Lease, constitutes the entire agreement between the parties regarding the subject matters set forth herein, and no prior or contemporaneous agreements shall be of any force or effect. h. Counterparts. This Amendment may be executed in individual, duplicate two or more counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment In order to facilitate the agreements contemplated by this Amendment, signatures transmitted by facsimile or via e-mail in a "PDF" format may also be executed and transmitted via facsimile, email or PDF, and any faxed, emailed or PDF'd signatures shall be deemed used in place of original signatures. Each party intends to be bound by such party's facsimile or "PDF" format signature on this Amendment, is aware that the other parties are relying on such party's facsimile or "PDF" format signature, and hereby waives any defenses to the enforcement of this Amendment based upon the form of signature. i. Governing Law. This Amendment shall be deemed to have been made in theState of New York and the validity, construction, interpretation, and enforcement hereof, and the rights of the parties hereto, shall be determined under, governed by by, and construed in accordance with the internal laws of the State of Connecticut. The parties hereto consent New York, without regard to principles of conflicts of law. In any action or proceeding arising herefrom, Tenant hereby consents to the non-exclusive jurisdiction of the State and Federal Courts located in any competent court within the State of Connecticut. Each party hereby warrants New York and represents that the person signing this Amendment on behalf to service of such party has full power and authority to do so and that such execution of this Amendment on behalf of such party has been duly process by any means authorized by all necessary and proper action of such party. New York law. View More
Miscellaneous. All notices required or permitted to be given under this Agreement shall be given in writing and be effective when such notices have been either personally delivered (including delivery by FedEx or other couriers) or when sent by facsimile to the relevant addresses as follows: To: Shenzhen Smoore Technology Limited Block 16, Dongcai Industry Park Gushu Village, Xixiang Town Bao'an District, Shenzhen PRC Attn: Derek Zhu, General Counsel Email: derek.zhu@smoorecig.com To: AIM ImmunoTech, Inc.: 211...7 SW Highway 484 Ocala, Florida 34473 U.S.A. Attn: Tom Equels Email: Tom.Equels@aimimmuno.com or such other address as either Party may hereinafter specify by written notice to the other under this Section 9.1. Such notices and communications shall be deemed effective on the date of personal delivery or upon confirmed answer back by facsimile. 9.2 Entire Agreement, Amendment and Waivers. This Agreement, including all Exhibits hereto, constitutes the entire agreement between the Parties with respect to the specific subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. This Agreement may not be modified, amended or terminated, nor may any term hereof be waived, except by an instrument in writing, signed by the authorized representatives of the Parties. 6 9.3 Severability and Enforcement. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable or void, as written in whole or in part, such provision shall be deemed to be amended to the extent necessary to be enforceable and applied by such court in the broadest possible manner, consistent with enforceability, and the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. 9.4 Assignment and Binding Effect. This Agreement shall be binding upon and inure solely to the benefit of each Party, and, as such, this Agreement may not be assigned nor may any of the rights or obligations be delegated, without the prior approval and express written consent of the Parties. 9.5 Remedies. The Parties agree that they will be entitled to seek injunctive relief against the other Party in the event of any breach of the confidentiality terms of this Agreement, in addition to any other relief (including damages) available under this Agreement or under law. 9.6 Governing Law. (a) The validity, interpretation, enforceability and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to the application of conflict laws. (b) Arbitration of this Agreement may only be brought per the arbitration terms of the previously executed confidentiality agreement. 9.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 9.8 Waiver. Neither Party's waiver of any breach or failure to enforce any of the terms and conditions of this Agreement, at any time, shall in any way affect, limit or waiver such Party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 9.9 Headings. The headings in this Agreement are for the convenience of reference only and shall not affect its interpretation. 9.10 Construction. This Agreement has been jointly prepared on the basis of the mutual understanding of the Parties and shall not be constructed against either Party by reason of such Party's being the drafter of the same. 9.11 Exhibits, Schedules and Attachments. Any and all exhibits, schedules and attachments referred to herein form an integral part of this Agreement and are incorporated into this Agreement by such reference.View More
Miscellaneous. All notices required or permitted to be given under this Agreement shall be given in writing and be effective when such notices have been either personally delivered (including delivery by FedEx or other couriers) or when sent by facsimile to the relevant addresses as follows: To: Shenzhen Smoore Technology Limited Block 16, Dongcai Industry Park Gushu Village, Xixiang Town Bao'an District, Shenzhen PRC Attn: Derek Zhu, General Counsel Email: derek.zhu@smoorecig.com To: AIM ImmunoTech, Inc.: 211...7 SW Highway 484 Ocala, Florida 34473 U.S.A. Attn: Tom Equels Email: Tom.Equels@aimimmuno.com or such other address as either Party may hereinafter specify by written notice to the other under this Section 9.1. Such notices and communications shall be deemed effective on the date of personal delivery or upon confirmed answer back by facsimile. 9.2 10.1 Notices. 10.2 Entire Agreement, Agreement; Amendment and Waivers. This Agreement, including all Exhibits hereto, constitutes is the entire agreement between the Parties Rochester and AIM with respect to the specific subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. This Agreement may not be modified, amended or terminated, nor may any term hereof be waived, except by an instrument in writing, signed by the authorized representatives of the Parties. 6 9.3 Severability both Rochester and AIM. 10.3 Severability; Enforcement. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable unenforceable, or void, as written written, in whole or in part, such provision shall will be deemed to be amended to the extent necessary to be enforceable and applied by such court in the broadest possible manner, consistent with enforceability, and the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall will remain in full force and effect. 9.4 Assignment and 10.4 Assignment; Binding Effect. This Agreement shall be binding upon and inure solely to the benefit of each Party, party hereto, and, as such, this Agreement may not be assigned assigned, nor may any of the rights or obligations be delegated, without the prior approval and express written consent of the Parties. 9.5 both parties. 10.5 Remedies. The Parties parties agree that they will be entitled to seek injunctive relief against the other Party party in the event of any breach of the confidentiality terms of this Agreement, in addition to any other relief (including damages) available under this Agreement or under law. 9.6 10.6 Governing Law. (a) The validity, interpretation, enforceability enforceability, and performance of this Agreement shall will be governed by and construed in accordance with the laws of the State of New York, U.S.A., York without regard to the application of conflict laws. (b) Arbitration of Any legal action or proceeding with respect to this Agreement may only be brought per in the arbitration terms courts of New York, and by execution and delivery of this Agreement, the previously executed confidentiality agreement. 9.7 parties agree to the jurisdiction of those courts. 10.7 Counterparts. This Agreement may be executed in one one, or more counterparts, each of which shall be deemed an original original, and all of which shall constitute one and the same Agreement. 9.8 10.8 Waiver. Neither Party's waiver of any breach or failure to enforce any of the terms and conditions of this Agreement, at any time, shall in any way affect, limit or waiver such Party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 9.9 5 EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. 10.9 Headings. The headings in this Agreement are for the convenience of reference only and shall not affect its interpretation. 9.10 10.10 Construction. This Agreement has been jointly prepared on the basis of the mutual understanding of the Parties and shall not be constructed against either Party by reason of such Party's party's being the drafter of the same. 9.11 hereof or thereof. 10.11 Exhibits, Schedules and Attachments. Any and all exhibits, schedules and attachments referred to herein form an integral part of this Agreement and are incorporated into this Agreement by such reference. View More
Miscellaneous. a. This Agreement may be executed in two or more counterparts and by facsimile signature, delivery of PDF images of executed signature pages by email or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. b. This Agreement shall be governed by and interpreted in accordance with laws of the State of New York, excluding its choice of law rules. The parties hereto hereby waive the right to a jury tri...al in any litigation resulting from or related to this Agreement. The parties hereto consent to exclusive jurisdiction and venue in the federal and state courts sitting in the County of New York, State of New York. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on any party hereto in the manner authorized by applicable law or court rule. c. Each of the Holder and the Company hereby agrees and provides further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement.View More
Miscellaneous. a. The Holder shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever with respect to the transactions contemplated hereby. If the transactions contemplated hereby constitute material non-public information concerning the Company, then the Company shall, prior to 8:30AM on the trading day following such request, issue a current report on Form 8-K disclosing the material terms of the transactions c...ontemplated hereby and attaching this Agreement and all other related agreements thereto, including without limitation the Exchange Note. If the Company does not so file a Form 8-K, then the Company represents and warrants that the transactions contemplated hereby do not constitute material non-public information concerning the Company. The Company shall not at any time furnish any material non-public information to the Holder without the Holder's prior written consent. b. This Agreement may be executed in two or more counterparts and by facsimile signature, delivery of PDF images of executed signature pages by email or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. b. c. This Agreement shall be governed by and interpreted in accordance with laws of the State of New York, excluding its choice of law rules. The parties hereto hereby waive the right to a jury trial in any litigation resulting from or related to this Agreement. The parties hereto consent to exclusive jurisdiction and venue in the federal and state courts sitting in the County of New York, State of New York. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on any party hereto in the manner authorized by applicable law or court rule. c. d. Each of the Holder and the Company hereby agrees and provides further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement. View More
Miscellaneous. (a) The Loan Documents as modified herein contain the entire understanding and agreement of Borrower and Lender with respect to the Loan and supersede all prior representations, warranties, agreements, arrangements, and understandings. Except for actions expressly permitted to be taken by Lender as specifically set forth in the Credit Agreement or in any other Loan Document, no amendment, modification, termination or waiver of any provision of the Loan Documents as modified herein, or any consen...t to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and Lender. (b) All references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as hereby modified and amended. This Amendment shall also constitute a Loan Document and all terms and conditions of the Credit Agreement (as modified herein) including, without limitation, events of default and the miscellaneous provisions set forth therein (including without limitation, consent to jurisdiction, applicable law, and waiver of jury) are incorporated herein as though set forth in full and Lender shall be entitled to the benefits thereof with respect to this Amendment. (c) This Amendment may be executed in any number of counterparts, including by facsimile, .pdf or other electronic signature, with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.View More
Miscellaneous. (a) The Loan Documents as modified herein contain the entire understanding and agreement of Borrower the Borrower, Agent and the Lender with respect to the Loan and supersede all prior representations, warranties, agreements, arrangements, and understandings. Except for actions expressly permitted to be taken by Lender as specifically set forth in the Credit Agreement or in any other Loan Document, no amendment, modification, termination or waiver of any No provision of the Loan Documents as mod...ified herein, may be changed, discharged, supplemented, terminated, or any consent waived except in a writing signed pursuant to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and Lender. requirements of the Credit Agreement. (b) All references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as hereby modified and amended. This Amendment shall also constitute a Loan Document and all terms and conditions of the Credit Agreement (as modified herein) including, without limitation, events of default and the miscellaneous provisions set forth therein (including without limitation, therein, such as consent to jurisdiction, applicable law, and waiver of jury) jury trial, are incorporated herein as though set forth in full and Lender the Agent and the Lenders shall be entitled to the benefits thereof with respect to this Amendment. 2 (c) This Amendment may be executed in any number of counterparts, including counterparts (and by facsimile, .pdf or other electronic signature, with the same effect as if all different parties hereto had signed the same document. All such counterparts in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment in electronic (i.e., "pdf" or "tif") format or via "Docusign" or similar method shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. effective as delivery of a manually executed counterpart of this Amendment. View More
Miscellaneous. This Addendum No. 2 shall constitute a part of, and shall be deemed included in, the Agreement, and the Agreement and this Addendum No. 2 shall be interpreted and enforced as one combined agreement. Other than as addended herein, the Agreement shall remain in full force and effect. This Addendum No. 2 may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited t...o, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.View More
Miscellaneous. This Addendum No. 2 shall constitute a part of, and shall be deemed included in, the Agreement, and the Agreement and this Addendum No. 2 shall be interpreted and enforced as one combined agreement. Other than as addended herein, the Agreement shall remain in full force and effect. This Addendum No. 2 may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited t...o, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document. View More
Miscellaneous. (a) No Contract for Continuing Services. This Plan shall not be construed as creating any contract for continued services between the Company, any Company Group entity or any of their subsidiaries or affiliates and any Participant and nothing herein contained shall give any Participant the right to be retained as an employee of the Company, and Company Group entity or any of their subsidiaries or affiliates. (b) No Transfers. A Participant's rights in an interest under the Plan or with respect t...o any Unit may not be sold, assigned or otherwise transferred. (c) Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, the Plan shall not establish any fiduciary relationship between the Company or any of its subsidiaries or affiliates and any Participant. To the extent that any Participant holds any rights by virtue of an award under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or any of its subsidiaries. 5 (d) Governing Law. The Plan shall be construed in accordance with and governed by the laws of the state of California, without regard to principles of conflict of laws of such state. (e) Tax Withholding. The Company shall have the right to deduct from all payments hereunder any taxes required by law to be withheld with respect to such payments. (f) Effect on Other Plans. Nothing in this Plan shall be construed to limit the rights of Participants under the Company's benefit plans, programs or policies. (g) Benefits and Burdens. This Plan shall inure to the benefit of and be binding upon the Company and the Participants, their respective successors, executors, administrators, heirs and permitted assigns. (h) Enforceability. If any portion or provision of this Plan shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Plan shall be valid and enforceable to the fullest extent permitted by law. (i) Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (j) Notices. Any notices, requests, demands, and other communications provided for by this Plan shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to a Participant at the last address the Participant has filed in writing with the Company, or to the Company at their main office, attention of the Committee. 6 EX-10.1 2 d585016dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDED AND RESTATED PROLOGIS PROMOTE PLAN 1. Purpose. The purposes of this Amended and Restated Prologis Promote Plan (the "Plan") is to align the compensation of certain executives and employees of Prologis, Inc. (the "Company") and its subsidiaries with the performance of the Funds (as defined below), by linking a portion of their compensation to Incentive Fees (as defined below) generated by such Funds. Nothing in this Plan shall be construed as creating an express or implied contract of employment. This Plan is effective as of January 1, 2012 (the "Effective Date").View More
Miscellaneous. (a) Amendment and Termination. Except as otherwise provided herein, the Board and/or Compensation Committee of the Board reserves the right to amend the Plan at any time in its sole discretion provided, however, that except as expressly provided in Section 3, Section 5 or Section 6, no such amendment shall adversely affect the then-existing rights of a Participant with regard to the Plan (including without limitation his or her rights to previously allocated Award Percentage) absent his or her w...ritten consent. 3 (b) No Contract for Continuing Services. This Plan shall not be construed as creating any contract for continued services between the Company, any Company Group entity or any of their subsidiaries or affiliates and any Participant and nothing herein contained shall give any Participant the right to be retained as an employee or director of the Company, and Company Group entity or any of their subsidiaries or affiliates. (b) Company. (c) No Transfers. A Participant's rights in an interest under the Plan or with respect to any Unit may not be sold, assigned or otherwise transferred. (c) transferred other than to the Participant's heirs by reason of the Participant's death. (d) Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, the Plan shall not establish any fiduciary relationship between the Company or any of its subsidiaries or affiliates and any Participant. To the extent that any Participant holds any rights by virtue of an award under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or any of its subsidiaries. 5 (d) Company. (e) Governing Law. The Plan shall be construed in accordance with and governed by the laws of the state State of California, Delaware, without regard to any principles of conflict of laws of such state. (e) state that would require the application of the laws of any other jurisdiction. (f) Tax Withholding. The Company shall have the right to deduct from all payments hereunder any taxes required by law to be withheld with respect to such payments. (f) Effect on Other Plans. Nothing in this Plan shall be construed to limit the rights of Participants under the Company's benefit plans, programs or policies. (g) Benefits and Burdens. This Plan shall inure to the benefit of and be binding upon the Company and the Participants, their respective successors, executors, administrators, heirs and permitted assigns. (h) Enforceability. If any portion or provision of this Plan shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Plan shall be valid and enforceable to the fullest extent permitted by law. (i) (h) Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (j) Notices. Any notices, requests, demands, (i) Successors. This Plan shall inure to the benefit of and other communications provided for be binding upon the Company and the Participants, their respective successors, executors, administrators, heirs and permitted assigns. In addition to any obligations imposed by law upon any successor to the Company, the Company will use its reasonable efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Plan shall be sufficient if in writing the same manner and delivered in person or sent by registered or certified mail, postage prepaid, to a Participant at the last address the Participant has filed in writing with the Company, or to the same extent that the Company at their main office, attention of the Committee. 6 would be required to perform if no such succession had taken place. 4 EX-10.1 2 d585016dex101.htm EX-10.1 a15-24458_1ex10d1.htm EX-10.1 Exhibit 10.1 AMENDED AND RESTATED PROLOGIS PROMOTE COMBIMATRIX CORPORATION TRANSACTION BONUS PLAN 1. Purpose. The purposes CombiMatrix Corporation, a Delaware corporation (the "Company") considers it essential to the best interests of this Amended its shareholders to induce certain employees to continue their position with the Company and Restated Prologis Promote to encourage such individuals to exert their very best efforts in connection with a Qualifying Transaction. Therefore, the Board and the Compensation Committee of the Board have determined that the CombiMatrix Corporation Transaction Bonus Plan (the "Plan") is should be adopted to align reinforce and encourage the compensation of certain executives attention and employees of Prologis, Inc. (the "Company") and its subsidiaries with the performance dedication of the Funds (as defined below), by linking individuals who hold awards under the Plan (each, a portion of "Participant" collectively, the "Participants"), to their compensation to Incentive Fees (as defined below) generated by such Funds. Nothing in this Plan shall be construed as creating an express or implied contract of employment. assigned duties. This Plan is effective as of January 1, 2012 (the "Effective Date"). December 2, 2015. View More
Miscellaneous. This Agreement shall continue in full force and effect until the latest of (a) the termination of the FF Master Agreement, (b) the completion of the dissolution, liquidation and winding up of Flash Forward, and (c) the date on which a single Party owns all of the Interests. 4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such state without regard ...to the conflict of laws principles of such state, except where application of Japanese law is mandatory. 4.3 Further Assurances. Each Party shall from time to time, and shall cause its Affiliates who are party to any FF Operative Document from time to time to, at the reasonable request of the other Parties, and without further consideration (unless otherwise provided for under the FF Operative Documents), execute and deliver such instruments, cooperate and take any other actions as may be reasonably necessary to effectuate (i) the provisions of this Agreement and (ii) the transactions contemplated herein.4.4 Other Terms. Further to Section 1.1 above, the general, miscellaneous, interpretive, non-disclosure and other terms and conditions provided in Appendix A shall apply to this Agreement as if set forth herein.4.5 No Admission. Nothing in this Agreement shall constitute or be used as an admission, acquiescence, acknowledgement, or agreement by anyone as to the merit of any claims or defenses, whether or not asserted in any arbitration or other litigation, except to enforce the provisions of this Agreement or any part of any other agreement expressly amended herein. In addition, nothing in this Agreement shall constitute or be used as an admission in any arbitration, litigation, or other proceeding regarding the interpretation of any other agreement. [The remainder of this page is intentionally left blank.View More
Miscellaneous. This Agreement shall continue in full force and effect until the latest of (a) the termination of the FF Master Agreement, (b) the completion of the dissolution, liquidation and winding up of Flash Forward, and (c) the date on which a single Party owns all of the Interests. 4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such state without regard ...to the conflict of laws principles of such state, except where application of Japanese law is mandatory. 4.3 Further Assurances. Each Party shall from time to time, and shall cause its Affiliates who are party to any FF Operative Document from time to time to, at the reasonable request of the other Parties, and without further consideration (unless otherwise provided for under the FF Operative Documents), execute and deliver such instruments, cooperate and take any other actions as may be reasonably necessary to effectuate (i) the provisions of this Agreement and (ii) the transactions contemplated herein.4.4 5.2 Other Terms. Further to Section 1.1 above, the general, miscellaneous, interpretive, non-disclosure and other terms and conditions provided in Appendix A shall apply to this Agreement as if set forth herein.4.5 herein.5.3 No Admission. Nothing in this Agreement shall constitute or be used as an admission, acquiescence, acknowledgement, or agreement by anyone as to the merit of any claims or defenses, whether or not asserted in any arbitration or other litigation, except to enforce the provisions of this Agreement or any part of any other agreement expressly amended herein. In addition, nothing in this Agreement shall constitute or be used as an admission in any arbitration, litigation, or other proceeding regarding the interpretation of any other agreement. [The remainder of this page is intentionally left blank.View More
Miscellaneous. This Agreement constitutes the entire agreement between you and the Company, and replaces all prior and contemporaneous agreements, whether written or oral, with respect to the subject matter of this Agreement and all related matters, including, without limitation, the Change of Control Agreement. This Agreement may not be amended and no breach will be deemed waived unless agreed to in a signed writing by you and an authorized officer of the Company. The headings and captions in this Agreement a...re for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This is a Massachusetts contract and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by single-arbitrator arbitration in Boston, Massachusetts in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear the cost of its or his or her, respectively, own legal fees in connection with such dispute. This Agreement may be executed in separate counterparts (including by electronically delivered .pdf files or copies of manually signed signature pages), each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. [Remainder of page intentionally left blank.] 9 If the foregoing is acceptable to you, please sign this letter in the space provided and return it to the Company. The enclosed copy of this letter, which you should also sign and date, is for your records.View More
Miscellaneous. This Agreement constitutes the entire agreement between you and the Company, and replaces all prior and contemporaneous agreements, whether written or oral, with respect to the subject matter of this Agreement and all related matters, including, without limitation, matters; it being understood, for the Change avoidance of Control Agreement. doubt, that the Restrictive Covenants shall remain in effect in accordance with their terms. This Agreement may not be amended and no breach will be deemed w...aived unless agreed to in a signed writing by you and an authorized officer of the Company. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This is a Massachusetts New Jersey contract and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, New Jersey, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. Any controversy or claim arising out The governing law and jurisdiction provisions of or relating the Employment Agreement shall apply to this Agreement, or the breach thereof, shall be settled exclusively by single-arbitrator arbitration in Boston, Massachusetts in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear the cost of its or his or her, respectively, own legal fees in connection with such dispute. Agreement. This Agreement may be executed in separate counterparts (including by electronically delivered .pdf files or copies of manually signed signature pages), each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. [Remainder of page intentionally left blank.] 9 If the foregoing is acceptable to you, please sign this letter in the space provided and return it to the Company. The enclosed copy of this letter, which you should also sign and date, is for your records. View More
Miscellaneous. (a) Expenses. The Company agrees to pay all of the Agent's reasonable out- of-pocket fees and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, the Amended Credit Agreement and the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and expenses of counsel to the Agent. (b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (c...) Consent to Jurisdiction; Waiver of Jury Trial. The provisions of Sections9.13 and 9.17 of the Amended Credit Agreement (in the form attached hereto as Annex A) are incorporated herein and made applicable to, and shall govern, this Amendment mutatis mutandis to the same extent as they are applicable to the Amended Credit Agreement. (d) No Waiver. The execution, delivery and effectiveness of this Amendment, and effectiveness of the Amended Credit Agreement, shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Amended Credit Agreement. (e) Successor and Assigns. This Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. (f) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mail, pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. (g) Headings. The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof. (h) Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.View More
Miscellaneous. (a) Expenses. The Company agrees Loan Parties jointly and severally agree to pay all of the Administrative Agent's reasonable out- of-pocket out-of-pocket fees and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, the Amended Credit Agreement Amendment and the transactions contemplated hereby and thereby, including hereby, including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent. (b) Governing Law. Thi...s Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF. (c) Consent to Jurisdiction; Waiver of Jury Trial. The provisions of Sections9.13 and 9.17 of the Amended Credit Agreement (in the form attached hereto as Annex A) are incorporated herein and made applicable to, and shall govern, this Amendment mutatis mutandis to the same extent as they are applicable to the Amended Credit Agreement. (d) No Waiver. The execution, delivery and effectiveness of this Amendment, and effectiveness of the Amended Credit Agreement, shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Amended Credit Agreement. (e) Successor and Assigns. This Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. (f) (d) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mail, pdf e-mail or any other electronic means that reproduces an image of the actual executed signature page transmission (including in portable document format (PDF) or otherwise) shall be effective as delivery of a manually an original executed counterpart of this Amendment. (g) 5 (e) Headings. The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof. (h) (f) Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought. View More
