Other Terms Clause Example with 5 Variations from Business Contracts
This page contains Other Terms clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Other Terms. a. Legal Representation; Review of Release. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release with his attorney, that he has carefully read and fully understands all of the provisions of this Release and that he is voluntarily entering into this Release. b. Binding Nature of Release. This Release shall be binding upon the Executive and upon his heirs, administrators, representatives and executors. c. Modification of Release; Waiver. This Re...lease may be amended, only upon a written agreement executed by the Executive and the Company. d. Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits if all or part of Section 2 of this Release is held to be invalid or unenforceable. e. Governing Law and Interpretation. This Release shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Entire Agreement; Absence of Reliance. This Release constitutes the entire agreement between the Executive and the Company and supersedes any previous agreements or understandings between the Executive and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, the Ongoing Obligations and any other obligations specifically preserved in this Release. The Executive acknowledges that he is not relying on any promises or representations by the Company or the agents, representatives or attorneys of any of the entities within the definition of Company regarding any subject matter addressed in this Release.View More
Variations of a "Other Terms" Clause from Business Contracts
Other Terms. a. Legal Representation; Review of Release. Release Agreement. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release Agreement with his attorney, own attorney. The Executive represents that he has carefully read and fully understands all of the provisions of this Release Agreement and that he is voluntarily entering into this Release. Release Agreement. b. Binding Nature of Release. Release Agreement. This Release Agreement shall be binding upo...n the Executive and upon his heirs, administrators, representatives representatives, executors, successors and executors. assigns, and the Company and its successors and assigns. This Release Agreement shall inure to the benefit of the Executive and the Company and to their heirs, administrators, representatives, executors, successors, and assigns. c. Modification of Release; Release Agreement; Waiver. This Release Agreement may be amended, revoked, changed, or modified only upon a written agreement executed by the Executive and the Company. No modification waiver of any provision of this Release Agreement will be valid unless it is in writing and signed by the party against whom such waiver is charged. The failure of one party to require the performance of any term or obligation of this Release Agreement, or the waiver by one party of any breach of this Release Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 5 d. Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Release Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. Release Agreement. In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however, enforceable. e. Enforcement. Sections 5, 6, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits if all or part of Section 2 7 of this Release is held Agreement shall be subject to enforcement pursuant to the same procedures that apply to a breach of Paragraphs 4 or 5 of the Employment Agreement (as further detailed in Paragraph 15 of the Employment Agreement). Any other disputes concerning this Release Agreement shall be invalid or unenforceable. e. subject to resolution pursuant to Paragraph 15 of the Employment Agreement. f. Governing Law and Interpretation. This Release Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its the conflict of laws provisions. provisions of Massachusetts law. The language of all parts of this Release Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Executive or the Company. g. Entire Agreement; Absence of Reliance. This Release Agreement, together with the Employment Agreement as modified herein, and all relevant equity agreements, constitutes the entire agreement of the Executive concerning any subject matter of this Release Agreement and supersedes all prior agreements between the Executive and the Company and supersedes with respect to any previous agreements or understandings between the Executive and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, the Ongoing Obligations and any other obligations specifically preserved in this Release. related subject matter. The Executive acknowledges that he is not relying on any promises or representations by the Company or the its agents, representatives or attorneys of any of the entities within the definition of Company regarding any subject matter addressed in this Release. Release Agreement, other than the provisions of this Release Agreement and the Employment Agreement pursuant to which Executive is to receive certain consideration in return for signing this Release Agreement and allowing it to become effective. View More
Other Terms. a. Legal Representation; Review of Release. Release Agreement. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release Agreement with his attorney, own attorney. The Executive represents that he has carefully read and fully understands all of the provisions of this Release Agreement and that he is voluntarily entering into this Release. Release Agreement. b. Binding Nature of Release. Release Agreement. This Release Agreement shall be binding upo...n the Executive and upon his heirs, administrators, representatives representatives, executors, successors and executors. assigns, and the Company and its successors and assigns. This Release Agreement shall inure to the benefit of the Executive and the Company and to their heirs, administrators, representatives, executors, successors, and assigns. c. Modification of Release; Release Agreement; Waiver. This Release Agreement may be amended, revoked, changed, or modified only upon a written agreement executed by the Executive and the Company. No modification waiver of any provision of this Release Agreement will be valid unless it is in writing and signed by the party against whom such waiver is charged. The failure of one party to require the performance of any term or obligation of this Release Agreement, or the waiver by one party of any breach of this Release Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. d. Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Release Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. Release Agreement. In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however, enforceable. 6 e. Enforcement. Sections 5, 6, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits if all or part of Section 2 7 of this Release is held Agreement shall be subject to enforcement pursuant to the same procedures that apply to a breach of Paragraphs 4 or 5 of the Employment Agreement (as further detailed in Paragraph 15 of the Employment Agreement). Any other disputes concerning this Release Agreement shall be invalid or unenforceable. e. subject to resolution pursuant to Paragraph 15 of the Employment Agreement. f. Governing Law and Interpretation. This Release Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its the conflict of laws provisions. provisions of Massachusetts law. The language of all parts of this Release Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Executive or the Company. g. Entire Agreement; Absence of Reliance. This Release Agreement, together with the Employment Agreement, constitutes the entire agreement of the Executive concerning any subject matter of this Release Agreement and supersedes all prior agreements between the Executive and the Company and supersedes with respect to any previous agreements or understandings between the Executive and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, the Ongoing Obligations and any other obligations specifically preserved in this Release. related subject matter. The Executive acknowledges that he is not relying on any promises or representations by the Company or the its agents, representatives or attorneys of any of the entities within the definition of Company regarding any subject matter addressed in this Release. Release Agreement, other than the provisions of this Release Agreement and the Employment Agreement pursuant to which Executive is to receive certain consideration in return for signing this Release Agreement and allowing it to become effective. View More
Other Terms. a. Legal Representation; Review of Release. Release Agreement. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release Agreement with his attorney, own attorney. The Executive represents that he has carefully read and fully understands all of the provisions of this Release Agreement and that he is voluntarily entering into this Release. Release Agreement. b. Binding Nature of Release. Release Agreement. This Release Agreement shall be binding upo...n the Executive and upon his heirs, administrators, representatives representatives, executors, successors and executors. assigns, and the Company and its successors and assigns. This Release Agreement shall inure to the benefit of the Executive and the Company and to their heirs, administrators, representatives, executors, successors, and assigns. c. Modification of Release; Release Agreement; Waiver. This Release Agreement may be amended, revoked, changed, or modified only upon a written agreement executed by the Executive and the Company. No modification waiver of any provision of this Release Agreement will be valid unless it is in writing and signed by the party against whom such waiver is charged. The failure of one party to require the performance of any term or obligation of this Release Agreement, or the waiver by one party of any breach of this Release Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 4 d. Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Release Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. Release Agreement. In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however, enforceable. e. Enforcement. Sections 5, 6, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits if all or part of Section 2 7 of this Release is held Agreement shall be subject to enforcement pursuant to the same procedures that apply to a breach of Paragraphs 4 or 5 of the Employment Agreement (as further detailed in Paragraph 16 of the Employment Agreement). Any other disputes concerning this Release Agreement shall be invalid or unenforceable. e. subject to resolution pursuant to Paragraph 16 of the Employment Agreement. f. Governing Law and Interpretation. This Release Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its the conflict of laws provisions. provisions of Massachusetts law. The language of all parts of this Release Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Executive or the Company. g. Entire Agreement; Absence of Reliance. This Release Agreement, together with the Employment Agreement, constitutes the entire agreement of the Executive concerning any subject matter of this Release Agreement and supersedes all prior agreements between the Executive and the Company and supersedes with respect to any previous agreements or understandings between the Executive and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, the Ongoing Obligations and any other obligations specifically preserved in this Release. related subject matter. The Executive acknowledges that he is not relying on any promises or representations by the Company or the its agents, representatives or attorneys of any of the entities within the definition of Company regarding any subject matter addressed in this Release. Release Agreement, other than the provisions of this Release Agreement and the Employment Agreement pursuant to which Executive is to receive certain consideration in return for signing this Release Agreement and allowing it to become effective. View More
Other Terms. a. (a) Legal Representation; Review of Release. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release with his attorney, that he has carefully read and fully understands all of the provisions of this Release and that he is voluntarily entering into this Release. b. 3 (b) Binding Nature of Release. This Release shall be binding upon the Executive and upon his heirs, administrators, representatives and executors. c. (c) Modification of Release; W...aiver. This Release may be amended, only upon a written agreement executed by the Executive and a duly authorized officer of the Company. d. (d) Severability. In the event that If at any future time it is determined by a an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits if all or part of Section 2 of this Release is held to be invalid or unenforceable. e. enforceable. (e) Governing Law and Interpretation. Interpretation; Jurisdiction. This Release shall be deemed to be made and entered into in the Commonwealth of Massachusetts, Massachusetts and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its the conflict of laws provisions. provisions of Massachusetts law. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Parties. The Executive and the Company hereby agree that the Massachusetts courts shall have the exclusive jurisdiction to consider any matters related to this Release, including without limitation any claim for violation of this Release. With respect to any such court action, Executive and the Company (i) submit to the jurisdiction of such courts, (ii) consent to service of process, and (iii) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or venue. (f) Entire Agreement; Absence of Reliance. Agreement. This Release Agreement (including the Restrictive Covenant Agreement) constitutes the entire agreement between the Executive and regarding Executive's employment with the Company and supersedes any previous agreements or and understandings between the Executive parties, except [name preserved agreements] shall remain in full force and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, the Ongoing Obligations and any other obligations specifically preserved in this Release. effect. (g) Absence of Reliance. The Executive acknowledges that he is not relying on any promises or representations by the Company or the its agents, representatives or attorneys of any either of the entities within the definition of Company them regarding any subject matter addressed in this Release. (h) Assignment; Successors and Assigns, etc. Neither the Company nor the Executive may make any assignment of this Release or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Release without the consent of the Executive in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns. 4 (i) Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or PDF, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. 5 Exhibit B Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (copy attached hereto) RANA THERAPEUTICS, LLC Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement I, the undersigned, enter into this Agreement with RaNA Therapeutics, LLC ("the Company"). I acknowledge as a condition of my employment with the Company, and in consideration of my initial and continued employment, I am entering into this Agreement with the Company. For purposes of this Agreement, "Affiliate(s)" means any legal entity that is directly or indirectly controlled by, or controls or is under common control with, another legal entity, provided that "control" shall mean ownership as to more than 50% of another legal entity or the power to direct decisions of another legal entity, including, without limitation, the power to direct management and policies of another legal entity, whether by reason of ownership, by contract or otherwise. View More
Other Terms. a. Legal Representation; Review of Release. Release; Taxes. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release with his attorney, that he has carefully read and fully understands all of the provisions of this Release and that he is voluntarily entering into this Release. All compensation and benefits described in this Release shall be subject to applicable taxes and other lawful withholdings. b. Binding Nature of Release. This Release shall ...be binding upon the Executive and upon his heirs, administrators, representatives and executors. c. Modification of Release; Waiver. This Release may be amended, only upon a written agreement executed by the Executive and the Company. d. Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release (collectively a "provision") is illegal, invalid or unenforceable, such provision shall be enforced to the fullest extent permitted under applicable law, the remaining provisions and terms of this Release shall not be affected thereby thereby, and if applicable law does not permit the illegal, invalid or unenforceable term or provision to be reformed and enforced, such provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants provisions of this Release shall be binding and enforceable; provided, however, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits or the other compensation or benefits under this Release (subject to applicable law) if all or part of Section 2 4 of this Release is held to be invalid or unenforceable. e. Governing Law Law; Jurisdiction; and Interpretation. This Except as expressly otherwise provided in the Equity Documents or the Ongoing Obligations: (i) this Release shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions. provisions; and (ii) the Executive and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts in connection with any dispute between the Executive and the Company or any claim related to any such dispute. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Entire Agreement; Absence of Reliance. This Release constitutes the entire agreement between the Executive and the Company and supersedes any previous agreements or understandings between the Executive and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, Indemnification Agreement, Equity Documents, the Ongoing Obligations and any other obligations specifically preserved in this Release, including, without limitation, the terms and conditions of the Agreement that survive following the Effective Date of this Release or the Employment Termination Date and that are not amended by this Release. The Executive acknowledges that he is not relying on any promises or representations by the Company or the agents, representatives or attorneys of any of the entities within the definition of Company regarding any subject matter addressed in this Release. View More
