Other Provisions Contract Clauses (2,221)
Grouped Into 44 Collections of Similar Clauses From Business Contracts
This page contains Other Provisions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Other Provisions. (a) Issuer agrees and acknowledges that Dealer is a "financial institution" and "financial participant" within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a "termination value,"
... "payment amount" or "other transfer obligation" within the meaning of Section 362 of the Bankruptcy Code and a "settlement payment," within the meaning of Section 546 of the Bankruptcy Code, and (B) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 555 and 561 of the Bankruptcy Code. (b) Dealer and Issuer hereby agree and acknowledge that Dealer has authorized Issuer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer to use any information that Issuer receives or has received with respect to the Transaction in any manner. (c) In the event Issuer becomes the subject of proceedings ("Bankruptcy Proceedings") under the Bankruptcy Code or any other applicable bankruptcy or insolvency statute, any rights or claims of Dealer hereunder in respect of the Transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of holders of Shares, and Dealer hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer (other than common stockholders) to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the "Claim Amount") taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of such Bankruptcy Proceedings, Dealer expressly waives (i) any other rights or distributions to which it might otherwise be entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to assert in respect of such rights and claims. (d) Notwithstanding any provision of this Confirmation or any other agreement between the parties to the contrary, neither the obligations of Issuer nor the obligations of Dealer hereunder are secured by any collateral, security interest, pledge or lien. (e) Each party waives any and all rights it may have to set off obligations arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. (f) Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Issuer, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. (g) It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement if, at any time on or prior to the Valuation Date, the price per Share on the Exchange, as determined by the Calculation Agent, is at or below the Threshold Price (as specified in Schedule I).
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Other Provisions. (a) Issuer agrees and acknowledges that Dealer is a "financial
institution" institution," "financial participant" and
"financial "swap participant" within the meaning of Sections
101(22) 101(22), 101(22A) and
101(22A) 101(53C) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and
... delivery hereunder or in connection herewith is a "termination value," "payment amount" amount," "offset or net out" or "other transfer obligation" within the meaning of Section 362 362(b) of the Bankruptcy Code and a "settlement payment," within the meaning of Section 546 546(e) of the Bankruptcy Code, (B) this Confirmation is a "swap agreement," as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and (B) delivery hereunder or in connection herewith is a "transfer" within the meaning of Section 546(g) of the Bankruptcy Code, (C) the rights given to Dealer under this Confirmation and under the Agreement upon the occurrence of an Event of Default with respect Issuer constitute "contractual rights" to cause the liquidation, termination or acceleration of or the offset or net out termination values under or in connection with a "securities contract" and a "swap agreement", (D) this Confirmation is a "master netting agreement" as defined in 101(38A) of the Bankruptcy Code and (E) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 555 546(g), 548(d)(2), 555, 560, and 561 of the Bankruptcy Code. (b) Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights against Issuer hereby agree and acknowledge that Dealer has authorized Issuer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer to use any information that Issuer receives or has received with respect to the Transaction that are senior to the claims of common stockholders of Issuer in any manner. (c) In United States bankruptcy proceedings of Issuer; provided that nothing herein shall limit or shall be deemed to limit Dealer's right to pursue remedies in the event of a breach by Issuer becomes of its obligations and agreements with respect to the subject of proceedings ("Bankruptcy Proceedings") under the Bankruptcy Code Transaction; provided further that nothing herein shall limit or any other applicable bankruptcy or insolvency statute, any shall be deemed to limit Dealer's rights or claims of Dealer hereunder in respect of the Transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of holders of Shares, and Dealer hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer (other any transactions other than common stockholders) to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the "Claim Amount") taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of such Bankruptcy Proceedings, Dealer expressly waives (i) any other rights or distributions to which it might otherwise be entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to assert in respect of such rights and claims. (d) this Transaction. (c) Notwithstanding any provision of this Confirmation or any other agreement between the parties to the contrary, neither the obligations of Issuer nor the obligations of Dealer hereunder are secured by any collateral, security interest, pledge or lien. (e) (d) Each party waives any and all rights it may have to set off obligations arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. (f) (e) Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Issuer, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. (g) Any Shares delivered pursuant to this provision shall be included in the calculation of the Final Settlement Amount. (f) It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement if, at any time on or prior to the Final Valuation Date, the price per Share Closing Price (as defined in Schedule I hereto) of the Shares on the Exchange, as determined by the Calculation Agent, Exchange for any two consecutive Exchange Business Days is at or below the such Threshold Price (as specified in Schedule I). RESTRICTED 12. Designation of an Early Termination Date upon Event of Default. Upon receiving notice of an Event of Default under the Agreement, if the Non-defaulting Party does not designate an Early Termination Date pursuant to Section 6(a) of the Agreement prior to the earlier of (x) the date on which all applicable conditions precedent under Section 2(a)(iii) of the Agreement are satisfied and (y) the 30th calendar day immediately following the receipt of such notice (the earlier of clauses (x) and (y), the "Condition End Date"), the Non-defaulting Party shall irrevocably lose the right to invoke Section 2(a)(iii) of the Agreement in respect of such Event of Default. For the avoidance of doubt, any obligation of the Non-defaulting Party that would have become due under the Transaction but for Section 2(a)(iii) of the Agreement will become payable or deliverable on the Condition End Date.
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Other Provisions. (a)
Issuer agrees The parties hereto agree and
acknowledges acknowledge that
Dealer Seller is a
"financial institution" and "financial participant" within the meaning of
Sections Section 101(22)
and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that
it the Transaction is
the intent of the parties that (A) this Confirmation is either (i) a "securities
contract," contract" as such term is defined in Section 741(7) of the Bankruptcy Code,
with respect to in... which case each payment and delivery hereunder or in connection herewith made pursuant to the Transaction is a "termination value," "payment amount" or "other transfer obligation" within the meaning of "settlement payment", as such term is defined in Section 362 of the Bankruptcy Code and a "settlement payment," within the meaning of Section 546 741(8) of the Bankruptcy Code, and (B) Dealer that Seller is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code, or (ii) a "swap agreement", as such term is defined in Section 101(53B) of the Bankruptcy Code, in which case each party is a "swap participant", as such term is defined in Section 101(53C) of the Bankruptcy Code, and that Seller is entitled to the protections afforded by, among other sections, Sections 362(b)(17), 362(o), 546(e), 555 546(g) and 561 560 of the Bankruptcy Code. (b) Dealer Seller and Issuer Buyer hereby agree and acknowledge that Dealer Seller has authorized Issuer Buyer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer Buyer to use any information that Issuer Buyer receives or has received with respect to the Transaction in any manner. (c) In the event Issuer If Buyer becomes the subject of proceedings ("Bankruptcy Proceedings") under the Bankruptcy Code or any other applicable bankruptcy or insolvency statute, statute from time to time in effect, any rights or claims of Dealer Seller hereunder in respect of the Transaction this transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of holders of Shares, and Dealer Seller hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer Buyer (other than common stockholders) to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer Seller hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the "Claim Amount") taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer Seller shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of such Bankruptcy Proceedings, Dealer Seller expressly waives (i) any other rights or distributions to which it might otherwise be entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to assert in respect of such rights and claims. 22 (d) Notwithstanding any provision of this Confirmation Agreement or any other agreement between the parties to the contrary, neither the obligations of Issuer Buyer nor the obligations of Dealer Seller hereunder are secured by any collateral, security interest, pledge or lien. (e) Each party waives any and all rights it may have to set off obligations arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. (f) Notwithstanding anything to the contrary herein, Dealer Seller may, by prior notice to Issuer, Buyer, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. (g) It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement if, at any time on or prior to the Valuation Date, the price per Share on the Exchange, as determined by the Calculation Agent, is at or below the Threshold Price (as specified in Schedule I).
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Other Provisions. 9.1 Notices. 9.2 Entire Agreement. 9.3 Limitation on Payments and Benefits. 9.4 Representations and Warranties by the Executive. 9.5 Waiver and Amendments. 9.6 Section 409A. 9.7 Governing Law, Dispute Resolution and Venue. 9.8 Assignability by the Company and the Executive. 9.9 Counterparts. 9.10 Headings. 9.11 Severability. 9.12 Judicial Modification. 9.13 Tax Withholding.
Other Provisions. 9.1 Notices. 9.2 Entire Agreement.
9.3 Limitation on Payments and Benefits. 9.4 Representations and Warranties by the Executive. 9.5 Waiver and Amendments. 9.6 Section 409A. 9.7 Governing Law, Dispute Resolution and Venue. 9.8 Assignability by the Company and the Executive. 9.9 Counterparts. 9.10 Headings. 9.11 Severability.
9.12 Judicial Modification. 9.13 Tax Withholding.
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Other Provisions. 9.1 Notices. 9.2 Entire Agreement. 9.3 Limitation on Payments and Benefits. 9.4 Representations and Warranties by the Executive. 9.5 Waiver and Amendments. 9.6 Section 409A. 9.7 Governing Law, Dispute Resolution and Venue. 9.8 Assignability by the Company and the Executive. 9.9 Counterparts. 9.10 Headings. 9.11 Severability. 9.12 Judicial Modification. 9.13 Tax Withholding.
Other Provisions. 9.1 Notices. 9.2 Entire Agreement.
9.3 Limitation on Payments and Benefits. 9.4 Representations and Warranties by the Executive. 9.5 Waiver and Amendments. 9.6 Section 409A. 9.7 Governing Law, Dispute Resolution and Venue. 9.8 Assignability by the Company and the Executive. 9.9 Counterparts. 9.10 Headings. 9.11 Severability.
9.12 Judicial Modification. 9.13 Tax Withholding.
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Other Provisions. (a) Issuer agrees and acknowledges that Dealer is a "financial institution" and "financial participant" within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a "termination value,"
... "payment amount" or "other transfer obligation" within the meaning of Section 362 of the Bankruptcy Code and a "settlement payment," within the meaning of Section 546 of the Bankruptcy Code, and (B) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 555 and 561 of the Bankruptcy Code. (b) Dealer and Issuer hereby agree and acknowledge that Dealer has authorized Issuer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer to use any information that Issuer receives or has received with respect to the Transaction in any manner. (c) In the event Issuer becomes the subject of proceedings ("Bankruptcy Proceedings") under the Bankruptcy Code or any other applicable bankruptcy or insolvency statute, any rights or claims of Dealer hereunder in respect of the Transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of holders of Shares, and Dealer hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer (other than common stockholders) to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the "Claim Amount") taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of such Bankruptcy Proceedings, Dealer expressly waives (i) any other rights or distributions to which it might otherwise be entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to assert in respect of such rights and claims. (d) Notwithstanding any provision of this Confirmation or any other agreement between the parties to the contrary, neither the obligations of Issuer nor the obligations of Dealer hereunder are secured by any collateral, security interest, pledge or lien. (e) Each party waives any and all rights it may have to set off obligations arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. (f) Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Issuer, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. (g) It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement if, at any time on or prior to the Valuation Date, the price per Share on the Exchange, as determined by the Calculation Agent, is at or below the Threshold Price (as specified in Schedule I).
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Other Provisions. (a) Issuer agrees and acknowledges that Dealer is a "financial
institution" institution," "financial participant" and
"financial "swap participant" within the meaning of Sections
101(22) 101(22), 101(22A) and
101(22A) 101(53C) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and
... delivery hereunder or in connection herewith is a "termination value," "payment amount" amount," "offset or net out" or "other transfer obligation" within the meaning of Section 362 362(b) of the Bankruptcy Code and a "settlement payment," within the meaning of Section 546 546(e) of the Bankruptcy Code, (B) this Confirmation is a "swap agreement," as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and (B) delivery hereunder or in connection herewith is a "transfer" within the meaning of Section 546(g) of the Bankruptcy Code, (C) the rights given to Dealer under this Confirmation and under the Agreement upon the occurrence of an Event of Default with respect Issuer constitute "contractual rights" to cause the liquidation, termination or acceleration of or the offset or net out termination values under or in connection with a "securities contract" and a "swap agreement", (D) this Confirmation is a "master netting agreement" as defined in 101(38A) of the Bankruptcy Code and (E) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 555 546(g), 548(d)(2), 555, 560, and 561 of the Bankruptcy Code. (b) Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights against Issuer hereby agree and acknowledge that Dealer has authorized Issuer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer to use any information that Issuer receives or has received with respect to the Transaction that are senior to the claims of common stockholders of Issuer in any manner. (c) In United States bankruptcy proceedings of Issuer; provided that nothing herein shall limit or shall be deemed to limit Dealer's right to pursue remedies in the event of a breach by Issuer becomes of its obligations and agreements with respect to the subject of proceedings ("Bankruptcy Proceedings") under the Bankruptcy Code Transaction; provided further that nothing herein shall limit or any other applicable bankruptcy or insolvency statute, any shall be deemed to limit Dealer's rights or claims of Dealer hereunder in respect of the Transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of holders of Shares, and Dealer hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer (other any transactions other than common stockholders) to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the "Claim Amount") taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of such Bankruptcy Proceedings, Dealer expressly waives (i) any other rights or distributions to which it might otherwise be entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to assert in respect of such rights and claims. (d) this Transaction. (c) Notwithstanding any provision of this Confirmation or any other agreement between the parties to the contrary, neither the obligations of Issuer nor the obligations of Dealer hereunder are secured by any collateral, security interest, pledge or lien. (e) (d) Each party waives any and all rights it may have to set off obligations arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. (f) (e) Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Issuer, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. (g) Any Shares delivered pursuant to this provision shall be included in the calculation of the Final Settlement Amount. (f) It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement if, at any time on or prior to the Final Valuation Date, the price per Share Closing Price (as defined in Schedule I hereto) of the Shares on the Exchange, as determined by the Calculation Agent, Exchange for any two consecutive Exchange Business Days is at or below the such Threshold Price (as specified in Schedule I). RESTRICTED 12. Designation of an Early Termination Date upon Event of Default. Upon receiving notice of an Event of Default under the Agreement, if the Non-defaulting Party does not designate an Early Termination Date pursuant to Section 6(a) of the Agreement prior to the earlier of (x) the date on which all applicable conditions precedent under Section 2(a)(iii) of the Agreement are satisfied and (y) the 30th calendar day immediately following the receipt of such notice (the earlier of clauses (x) and (y), the "Condition End Date"), the Non-defaulting Party shall irrevocably lose the right to invoke Section 2(a)(iii) of the Agreement in respect of such Event of Default. For the avoidance of doubt, any obligation of the Non-defaulting Party that would have become due under the Transaction but for Section 2(a)(iii) of the Agreement will become payable or deliverable on the Condition End Date.
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Other Provisions. (a)
Issuer agrees The parties hereto agree and
acknowledges acknowledge that
Dealer Seller is a
"financial institution" and "financial participant" within the meaning of
Sections Section 101(22)
and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that
it the Transaction is
the intent of the parties that (A) this Confirmation is either (i) a "securities
contract," contract" as such term is defined in Section 741(7) of the Bankruptcy Code,
with respect to in... which case each payment and delivery hereunder or in connection herewith made pursuant to the Transaction is a "termination value," "payment amount" or "other transfer obligation" within the meaning of "settlement payment", as such term is defined in Section 362 of the Bankruptcy Code and a "settlement payment," within the meaning of Section 546 741(8) of the Bankruptcy Code, and (B) Dealer that Seller is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code, or (ii) a "swap agreement", as such term is defined in Section 101(53B) of the Bankruptcy Code, in which case each party is a "swap participant", as such term is defined in Section 101(53C) of the Bankruptcy Code, and that Seller is entitled to the protections afforded by, among other sections, Sections 362(b)(17), 362(o), 546(e), 555 546(g) and 561 560 of the Bankruptcy Code. (b) Dealer Seller and Issuer Buyer hereby agree and acknowledge that Dealer Seller has authorized Issuer Buyer to disclose the Transaction to any and all persons, and there are no express or implied agreements, arrangements or understandings to the contrary, and authorizes Issuer Buyer to use any information that Issuer Buyer receives or has received with respect to the Transaction in any manner. (c) In the event Issuer If Buyer becomes the subject of proceedings ("Bankruptcy Proceedings") under the Bankruptcy Code or any other applicable bankruptcy or insolvency statute, statute from time to time in effect, any rights or claims of Dealer Seller hereunder in respect of the Transaction this transaction shall rank for all purposes no higher than, but on a parity with, the rights or claims of holders of Shares, and Dealer Seller hereby agrees that its rights and claims hereunder shall be subordinated to those of all parties with claims or rights against Issuer Buyer (other than common stockholders) to the extent necessary to assure such ranking. Without limiting the generality of the foregoing, after the commencement of Bankruptcy Proceedings, the claims of Dealer Seller hereunder shall for all purposes have rights equivalent to the rights of a holder of a percentage of the Shares equal to the aggregate amount of such claims (the "Claim Amount") taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate fair market value of all outstanding Shares on the record date for distributions made to the holders of such Shares in the related Bankruptcy Proceedings. Notwithstanding any right it might otherwise have to assert a higher priority claim in any such Bankruptcy Proceedings, Dealer Seller shall be entitled to receive a distribution solely to the extent and only in the form that a holder of such percentage of the Shares would be entitled to receive in such Bankruptcy Proceedings, and, from and after the commencement of such Bankruptcy Proceedings, Dealer Seller expressly waives (i) any other rights or distributions to which it might otherwise be entitled in such Bankruptcy Proceedings in respect of its rights and claims hereunder and (ii) any rights of setoff it might otherwise be entitled to assert in respect of such rights and claims. 22 (d) Notwithstanding any provision of this Confirmation Agreement or any other agreement between the parties to the contrary, neither the obligations of Issuer Buyer nor the obligations of Dealer Seller hereunder are secured by any collateral, security interest, pledge or lien. (e) Each party waives any and all rights it may have to set off obligations arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. (f) Notwithstanding anything to the contrary herein, Dealer Seller may, by prior notice to Issuer, Buyer, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. (g) It shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement if, at any time on or prior to the Valuation Date, the price per Share on the Exchange, as determined by the Calculation Agent, is at or below the Threshold Price (as specified in Schedule I).
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Other Provisions. Entire Agreement; Governing Law. This letter agreement constitutes the entire agreement between you and the Company and supersedes and replaces any prior or contemporaneous agreements, representations or understandings, whether written, oral or implied, between you and the Company. This letter agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Severability; Counterparts. If any
... provision of this letter agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions will not be affected and will remain in full force and effect. This letter agreement may be executed in counterparts, each of which is an original and which together constitute a single agreement. Equitable Relief. You understand that monetary damages will not adequately compensate the Company for a breach of your obligations. Accordingly, you agree that the Company may specifically enforce this letter agreement and that the Company will be entitled to seek a temporary or permanent injunction or restraining order to prevent any breach or threatened breach of your obligations under this letter agreement. You thus hereby waive any claim or defense that there is an adequate remedy at law for such breach or threatened breach and further agree that no bond or other security will be required in obtaining such equitable relief. Assignment. You may not assign your rights or obligations under this letter agreement without the Company's prior written consent. You understand that the Company may assign this letter agreement without your consent to any entity (i) resulting from any merger, consolidation or other reorganization involving the Company, including, without limitation, a merger or other reorganization for the purpose of changing the Company's domicile, or (ii) to which the Company transfers all or substantially all of its assets.
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Other Provisions. Entire Agreement; Governing Law. This letter agreement constitutes the entire agreement between you and the Company and supersedes and replaces any prior or contemporaneous agreements, representations or understandings, whether written, oral or implied, between you and the Company. This letter agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Severability; Counterparts. If any
... provision of this letter agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions will not be affected and will remain in full force and effect. This letter agreement may be executed in counterparts, each of which is an original and which together constitute a single agreement. Equitable Relief. You understand that monetary damages will not adequately compensate the Company for a breach of your obligations. Accordingly, you agree that the Company may specifically enforce this letter agreement and that the Company will be entitled to seek a temporary or permanent injunction or restraining order to prevent any breach or threatened breach of your obligations under this letter agreement. You thus hereby waive any claim or defense that there is an adequate remedy at law for such breach or threatened breach and further agree that no bond or other security will be required in obtaining such equitable relief. AVITA Medical 28159 Avenue Stanford, Suite 220 Valencia, CA 91355 P +1(661) 367-9170 | f +1 (661) 367-9180 | avitamedical.com Assignment. You may not assign your rights or obligations under this letter agreement without the Company's prior written consent. You understand that the Company may assign this letter agreement without your consent to any entity (i) resulting from any merger, consolidation or other reorganization involving the Company, including, without limitation, a merger or other reorganization for the purpose of changing the Company's domicile, or (ii) to which the Company transfers all or substantially all of its assets.
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Other Provisions. The provisions of the Agreement that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the provisions of this Amendment shall control.
Other Provisions. The provisions of the
Agreement Note that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the
Agreement, Note, the provisions of this Amendment shall control.
Other Provisions. The provisions of the
Credit Agreement that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the
Credit Agreement, the provisions of this Amendment shall control.
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Other Provisions. The provisions of the Agreement that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the provisions of this Amendment shall control.
Other Provisions. The provisions of the
Agreement Note that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the
Agreement, Note, the provisions of this Amendment shall control.
Other Provisions. The provisions of the
Credit Agreement that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the
Credit Agreement, the provisions of this Amendment shall control.
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, and shall become effective when one
... or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank].
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of
Delaware. Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and... works. 10 (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank]. blank.]
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of
Delaware. Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and... works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank]. blank.]
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of
Delaware. Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and... works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank]. blank.]
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, and shall become effective when one
... or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank].
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of
Delaware. Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and... works. 10 (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank]. blank.]
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of
Delaware. Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and... works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank]. blank.]
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Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of
Delaware. Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and... works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee's own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank]. blank.]
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Other Provisions. Entire Agreement; Governing Law. This letter agreement constitutes the entire agreement between you and the Company and supersedes and replaces any prior or contemporaneous agreements, representations or understandings, whether written, oral or implied, between you and the Company. This letter agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Severability; Counterparts. If any
... provision of this letter agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions will not be affected and will remain in full force and effect. This letter agreement may be executed in counterparts, each of which is an original and which together constitute a single agreement. Equitable Relief. You understand that monetary damages will not adequately compensate the Company for a breach of your obligations. Accordingly, you agree that the Company may specifically enforce this letter agreement and that the Company will be entitled to seek a temporary or permanent injunction or restraining order to prevent any breach or threatened breach of your obligations under this letter agreement. You thus hereby waive any claim or defense that there is an adequate remedy at law for such breach or threatened breach and further agree that no bond or other security will be required in obtaining such equitable relief. Assignment. You may not assign your rights or obligations under this letter agreement without the Company's prior written consent. You understand that the Company may assign this letter agreement without your consent to any entity (i) resulting from any merger, consolidation or other reorganization involving the Company, including, without limitation, a merger or other reorganization for the purpose of changing the Company's domicile, or (ii) to which the Company transfers all or substantially all of its assets.
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Other Provisions. Entire Agreement; Governing Law. This letter agreement constitutes the entire agreement between you and the Company and supersedes and replaces any prior or contemporaneous agreements, representations or understandings, whether written, oral or implied, between you and the Company. This letter agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Severability; Counterparts. If any
... provision of this letter agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions will not be affected and will remain in full force and effect. This letter agreement may be executed in counterparts, each of which is an original and which together constitute a single agreement. Equitable Relief. You understand that monetary damages will not adequately compensate the Company for a breach of your obligations. Accordingly, you agree that the Company may specifically enforce this letter agreement and that the Company will be entitled to seek a temporary or permanent injunction or restraining order to prevent any breach or threatened breach of your obligations under this letter agreement. You thus hereby waive any claim or defense that there is an adequate remedy at law for such breach or threatened breach and further agree that no bond or other security will be required in obtaining such equitable relief. AVITA Medical 28159 Avenue Stanford, Suite 220 Valencia, CA 91355 P +1(661) 367-9170 | f +1 (661) 367-9180 | avitamedical.com Assignment. You may not assign your rights or obligations under this letter agreement without the Company's prior written consent. You understand that the Company may assign this letter agreement without your consent to any entity (i) resulting from any merger, consolidation or other reorganization involving the Company, including, without limitation, a merger or other reorganization for the purpose of changing the Company's domicile, or (ii) to which the Company transfers all or substantially all of its assets.
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