Successors and Assigns Contract Clauses (10,793)

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Purchaser. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of the Purchaser of the then-outstanding Securities. The Purchaser may assign their rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement. 4 11. Execution and Counterparts.... This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. View More

Successors and Assigns. Under this Note, Borrower and Operating Company includes its successors, and Lender includes its successors and assigns. 5 9. GENERAL PROVISIONS. A. All individuals and entities signing this Note are jointly and severally liable. B. Borrower waives all suretyship defenses. C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral. D. Lender may exercise any of its rights separatel...y or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. E. If any part of this Note is unenforceable, all other parts remain in effect. F. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale. MATTERS REGARDING INTEREST TO BE CHARGED BY LENDER AND THE EXPORTATION OF INTEREST SHALL BE GOVERNED BY FEDERAL LAW (INCLUDING WITHOUT LIMITATION 12 U.S.C. SECTIONS 85 AND 1831(u) AND THE LAW OF THE STATE OF CALIFORNIA. Borrower agrees that any legal action or proceeding with respect to any of its obligations under this Note may be brought by Lender in any state or federal court located in the State of California, as Lender in its sole discretion may elect. Borrower submits to and accepts in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of those courts. Borrower waives any claim that the State of California is not a convenient forum or the proper venue for any such suit, action or proceeding. The extension of credit that is the subject of this Note is being made by Lender in California. 6 5. BORROWER'S NAME(S) AND SIGNATURE(S). BORROWER CERTIFIES THAT THE INFORMATION PROVIDED IN THIS APPLICATION AND THE INFORMATION PROVIDED IN ALL SUPPORTING DOCUMENTS AND FORMS IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. BORROWER UNDERSTANDS THAT KNOWINGLY MAKING A FALSE STATEMENT TO OBTAIN A GUARANTEED LOAN FROM SBA IS PUNISHABLE UNDER THE LAW, INCLUDING UNDER 18 USC 1001 AND 3571 BY IMPRISONMENT OF NOT MORE THAN FIVE YEARS AND/OR A FINE OF UP TO $250,000; UNDER 15 USC 645 BY IMPRISONMENT OF NOT MORE THAN TWO YEARS AND/OR A FINE OF NOT MORE THAN $5,000; AND, IF SUBMITTED TO A FEDERALLY INSURED INSTITUTION, UNDER 18 USC 1014 BY IMPRISONMENT OF NOT MORE THAN THIRTY YEARS AND/OR A FINE OF NOT MORE THAN $1,000,000. By signing below, each individual or entity becomes obligated under this Note as Borrower. Funds will be credited to your Deposit Account Number ending in: xxxx BORROWER: By: /s/ Amit Shah Name: Amit Shah Title: Authorized Signer Date: 4/21/2020 7 EX-10.1 2 ex10-1.htm Exhibit 10.1 Silicon Valley Bank U.S. Small Business Administration Paycheck Protection Program Note SBA Loan No. 1738617208 SBA Loan Name Borrower Legal Name Mateon Therapeutics, Inc. DBA Date 4/21/2020 Loan Amount $ 250000 Interest Rate 1.0% per annum Borrower Mateon Therapeutics, Inc. Operating Company Not applicable Lender Silicon Valley Bank 1.PROMISE TO PAY. In return for the Loan, Borrower promises to pay to the order of Lender the amount of $ 250000 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note. View More

Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Company, the Administrative Agent, the Collateral Agent, the Collateral Monitoring Agent, the Banks and their respective successors and assigns to the extent such successors and assigns are permitted as provided in Section 9.2, Section 10.6 and Section 11.1 of the Credit Agreement, in the case of the Company, any Agents, and any Bank, respectively.

Successors and Assigns. Under this Note, Borrower includes its successors, and Lender includes its successors and assigns. 4 | Page 12. GENERAL PROVISIONS. A.Borrower must sign all documents necessary at any time to comply with the Loan. B.Borrower's execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized to do so on behalf of Borrower. C.This Note shall not be governed by any existing or future credit agreement or loan agreement wi...th Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note. The liabilities secured by any existing or future security instrument in favor Lender shall not include this Note. D.Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E.Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F.If any part of this Note is unenforceable, all other parts remain in effect. G.To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. H.Borrower's liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of amounts paid by SBA. I.Lender reserves the right to modify the Note Amount based on documentation received from Borrower. 5 | Page 13. ELECTRONIC SIGNATURES. Borrower's electronic signature shall have the same force and effect as an original signature and shall be deemed (i) to be "written" or "in writing" or an "electronic record", (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or "printouts," if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Exhibit 10.1 NOTE Date 04/15/2020 Note Amount $ 421,852.00 Borrower Allied Esports International, Inc. Lender JPMorgan Chase Bank, N.A. View More

Successors and Assigns. This Agreement is binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company and their successors and assigns. In the event of the material breach of this Agreement by the Company or any successor to Consulting Agreement and Release – Stump 6Exhibit 10.1the Company upon or following a "Change in Control" (as such term is defined in the Equity Awards described in Attachment A), the amounts payable upon a termination by the Company w...ithout cause contemplated in Section 12.b., and the benefits specified in Attached A (specifically, the pro-rated annual incentive bonus and vesting of the Equity Awards), to the extent such benefits were not previously paid or provided, will be paid within 60 days of such breach; provided, that, I must provide written notice to the Company or such successor of such breach within 15 days of its occurrence and the breach must remain uncured by the Company or such successor for 30 days.18.Entire Agreement. This Agreement and its attachments contain the entire agreement between the Company and me concerning the separation of my employment, except as set forth in Paragraph 6 above. In deciding to sign this Agreement, I am not relying on any statements or promises except those found in this Agreement. Except as set forth in Paragraph 6 above, this Agreement replaces any prior agreements between the Company and me dealing with the same subjects. View More

Successors and Assigns. Company shall have the right to assign this Agreement, and, accordingly, this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization, and shall be binding on Employee. The services to be provided by Employee to Company are personal to Employee, and Employee shall not have the right to assign Employee's duties under this Agr...eement. View More

Successors and Assigns. This Agreement shall bind and shall inure to the benefit of Company and any and all of its successors and assigns. This Agreement is personal to Executive and shall not be assignable by Executive. Company may assign this Agreement to any entity which (i) purchases all or substantially all of the assets of Company or (ii) is a direct or indirect successor (whether by merger, sale of stock or transfer of assets) of Company. Any such assignment shall be valid so long as the entity which succeeds to... Company expressly assumes Company's obligations hereunder and complies with its terms. View More

Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns (as and to the extent provided and permitted in the Credit Agreement). No party shall transfer or assign any of their respective rights or obligations hereunder without the prior written consent of the Administrative Agent.

Successors and Assigns. The provisions of this Amendment shall bind and inure to the benefit of the heirs, representatives, successors and assigns of the parties, subject to the applicable provisions of the Lease.

Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns and, in the case of Employee, heirs, executors, and/or personal representatives. The Company may freely assign or transfer this Agreement to an affiliated company or to a successor following a merger, consolidation, sale of assets, or other business transaction. Executive may not assign, delegate or otherwise transfer any of Executive's rights, interests or obligations i...n this Agreement without the prior written approval of the Company. View More