IN WITNESS OF THEIR AGREEMENT Sample Clauses

IN WITNESS OF THEIR AGREEMENT the parties have executed this Agreement as of the date first set forth above. "Lender" GABELLI FUNDS, INC. By: _______________________________ Name: Title: "Borrower": XXXXX CORPORATION By: _______________________________ Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer PROMISSORY NOTE $11,800,000 August 12, 1996 FOR VALUE RECEIVED, XXXXX CORPORATION, an Indiana corporation ("Borrower"), promises to pay to Gabelli Funds, Inc. ("Lender") or order, by wire transfer sent to an account designated in writing to Borrower from time to time by the holder hereof (or in such other manner or at such other place as the holder hereof shall notify Borrower in writing), the principal amount of Eleven Million, Eight Hundred Thousand Dollars ($11,800,000) or so much thereof as may have been loaned pursuant to the Loan Agreement, with interest from the date hereof on the unpaid principal balance hereunder at the rate of interest set forth in that certain Loan Agreement of even date herewith between Borrower and Lender (the "Loan Agreement"), including, without limitation, default interest as set forth in Section 2.04 of the Loan Agreement. (Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Loan Agreement). The principal amount under this Note, and all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date, unless the Maturity Date is extended or otherwise modified pursuant to the Loan Agreement. Each payment under this Note shall first be credited against accrued and unpaid interest, and the remainder shall be credited against principal. This Note may be prepaid in whole or in part at any time, after five (5) Business Days written notice of Borrower's intention to make any such prepayment, which notice shall specify the date and amount of such prepayment. Partial payment hereunder shall be in an aggregate principal amount of Fifty Thousand Dollars ($50,000) or any integral multiple thereof. The written notice of Borrower to make a prepayment hereunder shall create an obligation of Borrower to pay the amount specified on the date specified in such notice. Any prepayment shall be without penalty except that interest shall be paid to the date of payment on the principal amount prepaid. Principal and interest shall be payable in lawful money of the United States of America. Upon the occurrence of an Event of Default under the Loan Agreement the holder hereof may, at its option, without not...
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IN WITNESS OF THEIR AGREEMENT each of the Parties has caused this Agreement to be executed by its authorized representative to be effective as of the Effective Date. [PURCHASER ENTITY NAME] [PACKAGER ENTITY NAME] By: By: Name: Name: Title: Title:
Sample 1
IN WITNESS OF THEIR AGREEMENT each Party has caused its duly authorized representative(s) to sign this instrument on the date first written above. … Signature Signature Name: Name: Title: Title: Date: Date: RDG GmbH & Co KG Signature Signature Name: Name: Title: Title:
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IN WITNESS OF THEIR AGREEMENT the parties have executed this Amended and Restated Limited Liability Company Agreement as of the year and day first above written. SSA VENTURES, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President XXXXXX VENTURES, INC. By: /s/ C. Xxxxxxx Xxxxxxxxxx Name: C. Xxxxxxx Xxxxxxxxxx Title: President EXHIBIT A MEMBER PERCENTAGE INTEREST SSA Ventures, Inc. 0000 X.X. Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Attention: Xxx Xxxxxxxxx Fax: (000) 000-0000 65 % Matson Ventures, Inc. 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: C. Xxxxxxx Xxxxxxxxxx Fax: (000) 000-0000 35 % TOTAL: 100.0 % *Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been omitted pursuant to a request for confidential treatment. Oakland Berths 57/59 - Facility Rate EXHIBIT B Est Terminal Completion Date = 8/1/02 Port of Oakland Facility Rate to SSAT Year From To $/LD TEU 1 8/1/02 7/31/03 $ * 2 8/1/03 7/31/04 $ * 3 8/1/04 7/31/05 $ * 4 8/1/05 7/31/06 $ * 5 8/1/06 7/31/07 $ * 6 8/1/07 7/31/08 $ * 7 8/1/08 7/31/09 $ * 8 8/1/09 7/31/10 $ * 9 8/1/10 7/31/11 $ * 10 8/1/11 7/31/12 $ * 11 8/1/12 7/31/13 $ * 12 8/1/13 7/31/14 $ * 13 8/1/14 7/31/15 $ * 14 8/1/15 7/31/16 $ * Matson to SSAT Throughput Transhipment Annual LD TEU * Rate\TEU Annual Cost $ * $ * Ttl Annual Cost $ * Throughput * $/Move $ * Final Rate $ * $ * Initial Rate $ * $ * Variance $ * $ * Equal Increases * * $/Increase $ * $ * 50% = $* SSAT Facility Rate to Xxxxxx Navigation Company Effective Dates Facility Approx Annual + Transhipment $ (per Move) From To $/Thrpt MNC Facility $ † Load Empty 7/1/01 6/30/02 $ * $ * Labor + $ * Labor 7/1/02 6/30/03 $ * $ * Labor + $ * Labor 7/1/03 6/30/04 $ * $ * Labor + $ * Labor 7/1/04 6/30/05 $ * $ * Labor + $ * Labor Incrs 7/1/05 12/31/05 $ * $ * Labor + $ * Labor 1 1/1/06 3/31/06 $ * Labor + $ * Labor 2 4/1/06 6/30/06 $ * Labor + $ * Labor 3 7/1/06 9/30/06 $ * Labor + $ * Labor 4 10/1/06 12/31/06 $ * $ * Labor + $ * Labor 5 1/1/07 3/31/07 $ * Labor + $ * Labor 6 4/1/07 6/30/07 $ * Labor + $ * Labor 7 7/1/07 9/30/07 $ * Labor + $ * Labor 8 10/1/07 12/31/07 $ * $ * Labor + $ * Labor 9 1/1/08 3/31/08 $ * Labor + $ * Labor 10 4/1/08 6/30/08 $ * Labor + $ * Labor 11 7/1/08 9/30/08 $ * Labor + $ * Labor 12 10/1/08 12/31/08 $ * $ * Labor + $ * Labor 13 1/1/09 6/30/09 $ * Labor + $ * Labor 14 7/1/09 6/30/10 $ * $ * Labor + $ * Labor † Approximate Annual MNC Facility Cost assumes equal quarterly divi...
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IN WITNESS OF THEIR AGREEMENT the parties have executed this Parent Commitment Agreement as of the year and day first above written. SSA PACIFIC TERMINALS, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President SSA VENTURES, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President XXXXXX NAVIGATION COMPANY, INC. By: /s/ C. Xxxxxxx Xxxxxxxxxx Name: C. Xxxxxxx Xxxxxxxxxx Title: President XXXXXX VENTURES, INC. By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: Vice President
Sample 1
IN WITNESS OF THEIR AGREEMENT the parties to this Contract have executed this document on the date first above written. SELLER: HANOVER ____________, LLC, a Florida limited liability company By: Hanover Land Company, LLC, a Florida limited liability company, its Manager By: Axxxxx X. Xxxxx, Vice President BUYER: HFB _______________, LLC, a Florida limited liability company By: Hanover Family Builders, LLC, a Florida limited liability company, its Sole Member By: Sxxxxxx X. Xxxxx, Co-President EXHIBIT B ESCROW AGENT: FIDELITY NATIONAL TITLE INSURANCE COMPANY By: Sxx Sobering, Vice President EXHIBIT B EXHIBIT “A” [to EXHIBIT B] LEGAL DESCRIPTION EXHIBIT B EXHIBIT “B” [to EXHIBIT B] LOT TAKEDOWN SCHEDULE Takedown Lots Date Initial Closing Not less than ten (10) Lots The date that is the later of (i) thirty (30) days following Seller’s completion of the Development Specifications; or (ii) thirty (30) days following the expiration of the Inspection Period Second Closing Not less than ten (10) Lots On or before the date that is ninety (90) days following the Initial Closing Third Closing Not less than ten (10) Lots On or before the date that is ninety (90) days following the Second Closing Final Closing All remaining Lots On or before the date that is ninety (90) days following the Third Closing EXHIBIT B EXHIBIT “C” [to EXHIBIT B] CLOSING DOCUMENTS
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IN WITNESS OF THEIR AGREEMENT each of the Parties have caused their respective duly authorized representative to sign this instrument in Tel Aviv, on March 14, 2012. THE ISRAEL ELECTRIC CORPORATION LIMITED Name: Xxx Xxxxxxxx Title: President & CEO /s/ Xxx Xxxxxxxx Name: Harel Blinde Title: Senior Vice President & CFO /s/ Harel Blinde NOBLE ENERGY MEDITERRANEAN LTD. Name: Xxxxxx Xxxxxxx Title: Vice President /s/ Xxxxxx Xxxxxxx XXXXX OIL EXPLORATION LIMITED PARTNERSHIP Avner Oil and Gas Limited, General Partner Name: Xxxxxx Xxxxxx Title: CEO & Director /s/ Xxxxxx Xxxxxx Name: Xxxxxxx Last Title: Director /s/ Xxxxxxx Last DELEK DRILLING LIMITED PARTNERSHIP Delek Drilling Management (1993) Ltd., General Par­­­tner Name: Xxxxxx Xxxxxx Title: Chairman /s/ Xxxxxx Xxxxxx Name: Yossi Abu Title: CEO /s/ Yossi Abu ISRAMCO NEGEV-2 LIMITED PARTNERSHIP Isramco Oil and Gas Ltd., General Partner Name: Avi Geffen Title: CEO /s/ Avi Geffen DOR GAS EXPLORATION LIMITED PARTNERSHIP Alon Gas Exploration Management Ltd. General Partner Name: Xxx Xxxxxx Title: CEO /s/ Xxx Xxxxxx Name: Xxx Xxxxxxxxx /s/ Xxx Xxxxxxxxx SCHEDULE 1 Sellers' Petroleum Rights
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IN WITNESS OF THEIR AGREEMENT the Parties have executed this Agreement, by authority of their respective governing boards, effective this . Perham Area Regional Chamber of Commerce City of Xxxxxx By: Xxxx Xxxxxxxxx By: Xxxxxxx Xxxxx Its: President Its: Mayor By: By: Xxxxxxxx Xxxxx Its: Its: City Manager Attachment A Director Job Functions: • Oversite of all Chamber functions • Membership Coordinator - facilitate new and service existing • Contact for community relations and media • Manage budget with Executive Board • Oversite of marketing with Admin. Assistant • Perform basic building maintenance • Manage all Chamber staff • Chamber Board coordinator • Coordinate summer staff with T-Race administrator • Maintain relationship with City/EDA • Plan Annual Home and Cabin Show with Admin. Assistant • Plan Turtle Fest with volunteer committee • Plan Chamber Choice Awards Banquet • Supervise Turtle Races • Plan Annual Golf Scramble • Oversite of Sales Manager
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Related to IN WITNESS OF THEIR AGREEMENT

  • IN WITNESS OF WHICH the parties have executed this Agreement. ADDRESS FOR NOTICE THE TORONTO-DOMINION BANK, as Administration Agent The Toronto-Dominion Bank Corporate and Investment Banking By: /s/ authorized signatory 00 Xxxxxxxxxx Xxxxxx West, 38th Floor ------------------------------------ Toronto-Dominion Bank Tower Name: Toronto, Ontario Title: M5K 1A2 Attention: Vice President, Loan By: /s/ authorized signatory Syndications - Agency ------------------------------------ Facsimile: 000-000-0000 Name: Title: [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] ADDRESS FOR NOTICE THE TORONTO-DOMINION BANK, as Lender The Toronto-Dominion Bank TD Tower - Suite 660 By: /s/ authorized signatory 000 Xxxx Xxxxxxx Xxxxxx ---------------------------------- Xxxxxxxxx, XX Name: X0X 0X0 Title: Attention: Vice President, Corporate & By: /s/ authorized signatory Investment Banking ---------------------------------- Facsimile: 000-000-0000 Name: Title: [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] XXXXXXX XXX XXXXXX XXXXX XXXX XX XXXXXX ------------------ Royal Bank of Canada Corporate Credit By: /s/ authorized signatory Xxxxx 0000, Xxxx Xxxxx, ----------------------------------- 000 Xxxxxxx Xxxxxx Xxxxxx X. Derbyshire Vancouver, B.C. Managing Director, Global Banking V6C 3B1 Attention: Managing Director By: /s/ authorized signatory Facsimile: 000-000-0000 ----------------------------------- Xxxxxx Xxxx Associate [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] XXXXXXX XXX XXXXXX XXXXXXX XXXXX CAPITAL CANADA INC. Xxxxxxx Xxxxx Capital Canada Inc. 000 Xxx Xxxxxx 0xx Xxxxx By: /s/ authorized signatory Xxxxxxx, Xxxxxxx -------------------------------------- X0X 0X0 Name: Title: Attention: Xxxxxxx Xxxxx By: /s/ authorized signatory Facsimile: 000-000-0000 -------------------------------------- Name: Title: [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] XXXXXXX XXX XXXXXX XXX XXXX XX XXXX XXXXXX ------------------ The Bank of Nova Scotia By: /s/ authorized signatory 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx --------------------------------- Xxxxxxxxx, XX Name: V6B 4N7 Title:

  • IN WITNESS OF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ATTEST: OSMOTICS CORPORATION ____________________ By:_______________________________________ Secretary Name: Xxxxxx X. Xxxxxx TITLE: CHIEF EXECUTIVE OFFICER NATIONAL SECURITIES CORPORATION By:_______________________________________ Name: Xxxxxx X. Xxxxxxxxx TITLE: CHAIRMAN EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, ____________, 2002 Representative's Warrant No. _____ ____ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from ____________, 1998 until 5:30 p.m., New York time on ____________, 2002 ("Expiration Date"), up to ____ shares of fully-paid and non-assessable common stock, no par value ("Common Stock") of Osmotics Corporation, a Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events, of $____ per Share [120% of initial offering price per Share] (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Representative's Warrant Agreement dated as of ____________, 1997 among the Company and National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.

  • IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. SIGNED, SEALED AND DELIVERED in the presence of: Witness ====================================== (Insert Registered Owner Name) Per: Print Name: Print Position: Date Signed: ==================================== SIGNED, DELIVERED AND ATTESTED to by the proper signing officers of Halifax Regional Municipality, duly authorized in that behalf, in the presence of: HALIFAX REGIONAL MUNICIPALITY Witness Per: MAYOR Date signed: Witness Per: MUNICIPAL CLERK Date signed: PROVINCE OF NOVA SCOTIA COUNTY OF HALIFAX On this day of , A.D. 20 , before me, the subscriber personally came and appeared a subscribing witness to the foregoing indenture who having been by me duly sworn, made oath and said that , of the parties thereto, signed, sealed and delivered the same in his/her presence. of Nova Scotia PROVINCE OF NOVA SCOTIA COUNTY OF HALIFAX On this day of , A.D. 20 , before me, the subscriber personally came and appeared the subscribing witness to the foregoing indenture who being by me sworn, made oath, and said that Xxxx Xxxxxx, Mayor and Xxxx XxxXxxx, Clerk of the Halifax Regional Municipality, signed the same and affixed the seal of the said Municipality thereto in his/her presence. of Nova Scotia Schedule B: Site Plan‌ 76.6 m CONCRETE/PAVER OR OTHER SIMILAR HARD LANDSCAPING XXXX HARBOUR ROAD 46.0 m 12.4 m PROPERTY BOUNDARY ENTRANCE PROPERTY BOUNDARY MIN 1.5m MIN 2m 3 STOREYS TO P1 22.9 m 6 STOREYS 31.3 m OVERRUN OVERRUN MIN 14.5m 116.9 m 8.5 m 43.4 m MIN 30m 15.3 m 11.9 m XXXX HARBOUR ROAD Site Development Plan Project No: 2021.06 D1 Scale: 1 : 384 4:07:54 PM Schedule C: North and South Elevations 2.0 m GLASS RAILING SYSTEM 80.7 m WHITE COMPOSITE PANEL DARK GREY COMPOSITE PANEL 7th FLOOR 51.96m 6th FLOOR 49.02m 5th FLOOR 46.07m 4th FLOOR

  • IT WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. ADVANTUS BOND FUND, INC. By ------------------------------------- Xxxxxxx X. Xxxxxxxx, President Attest --------------------------------- Xxxxxxxxx X. Xxxxxxxxx, Treasurer THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY By ------------------------------------- Xxxxxx X. Xxxxxxx, Executive Vice President Attest --------------------------------- Xxxxxx X. Xxxxxxxxx, Senior Vice President, General Counsel and Secretary ADVANTUS CAPITAL MANAGEMENT, INC. By ------------------------------------- Xxxxxxx X. Xxxxxxxx, President Attest --------------------------------- Xxxxxxx X. Xxxxxxxx, Second Vice President - Equity Investments SCHEDULE A TO THE SHAREHOLDER AND ADMINISTRATIVE SERVICES AGREEMENT for ADVANTUS BOND FUND, INC. Minnesota Mutual shall receive, as compensation for its accounting, auditing, legal and other administrative services pursuant to this Agreement, a monthly fee determined in accordance with the following table: Monthly Administrative Services Fee ------------ $3,700.00 The above monthly fees shall be paid to Minnesota Mutual not later than five days following the end of each calendar quarter in which said services were rendered.

  • IN WITNESS WHEREFORE the parties have signed this Agreement on the date first written above. COMPANY: HORIZON PHARMA, INC. HORIZON PHARMA USA, INC. By: Title: Chairman, President & CEO Print Name: Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxx Signature: As authorized agent of the Company March 16, 2017 Date EXECUTIVE: Xxxxxxx XxxXxxxxx /s/ Xxxxxxx XxxXxxxxx Xxxxxxx XxxXxxxxx, individually March 16, 2017 Date EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Section 3 of the Executive Employment Agreement dated February 16, 2017, (the “Employment Agreement”), to which this form is attached, I, Xxxxxxx XxxXxxxxx, hereby furnish Horizon Pharma, Inc. and Horizon Pharma USA, Inc. (together the “Company”), with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the California Labor Code (as amended), the California Family Rights Act, and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company, any and all indemnification agreements, or applicable law; to payments under Section 4 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under any applicable workers’ compensation statute; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other right that is not waivable under applicable law. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated March 15, 2017. Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated March 15, 2017, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: March 16, 2017 By: /s/ Xxxxxxx XxxXxxxxx

  • NOW THIS AGREEMENT WITNESSES Definitions

  • IN WITNESS WEREOF the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. COMPANY: NEUROSIGMA, INC. a Delaware corporation By: Name: Title: [Signature Page for Note and Warrant Purchase Agreement] INVESTOR: [NAME] By: Name: Title:

  • IN WITNESS of which this Framework Agreement has been duly executed by the Parties. Signed duly authorised for and on behalf of the SUPPLIER Signature: ………………………………………………. Name: ………………………………………………. Position: ………………………………………………. Date ………………………………………………. [Guidance Note: this document should be signed by the same supplier entity that submitted the ITT.] Signed for and on behalf of the AUTHORITY Signature: ………………………………………………. Name: ………………………………………………. Position: ………………………………………………. Date ……………………………………………….

  • IN WITNESS WHEROF the City and Consultant have caused this Master Agreement to be executed by their respective duly authorized representatives as follows.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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