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
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.
Jury or Court Witness Duty The Employer shall grant leave of absence without loss of seniority to an employee who is called as a juror or witness in any court. The Employer shall pay such an employee the difference between the normal earnings and the payment received for jury service or court witness, excluding payment for travelling, meals, or other expenses. The employee will present proof of service and the amount of pay received.
Choice of Forum 1. Where a dispute arises under this Agreement and under another free trade agreement to which both Parties are parties or the WTO Agreement, the complaining Party may select the forum to settle the dispute. 2. Once the complaining Party has requested a Panel under other agreements referred to in paragraph 1, the forum selected shall be used to the exclusion of the others in respect of that matter.
WITNESS WHEREOF the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” BGO Industrial Real Estate Income Trust, Inc. By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [ ] NAME OF ISSUER: BGO Industrial Real Estate Income Trust, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below. The Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI hereof. Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Dealer’s client given with such client’s prior authorization and consent. Dealer represents that the Company may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Dealer’s client received all disclosures required by applicable Electronic Signature Law. Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Company.
XX WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written. COUNTRY MUTUAL FUNDS TRUST QUASAR DISTRIBUTORS, LLC By: __________________________ By: ______________________________ Richard M. Miller James R. Schoenike Title: Xxxx Xxxxxxxxx Title: President COUNTRY TRUST BANK By: ________________________ Robert W. Rusch Title: Exxxxxxxx Xxxx Xxesident Exhibit A to the Distribution Agreement FUNDS NAMES SEPARATE SERIES OF COUNTRY MUTUAL FUNDS TRUST Name of Series Date Added -------------- ----------- Country Growth Fund October 31, 2001 Country Balanced Fund October 31, 2001 Country Tax Exempt Bond Fund October 31, 2001 Country Money Market Fund October 31, 2001 Country Short-Term Bond Fund October 31, 2001 Country Bond Fund Octoner 31, 2001 Exhibit B to the Distribution Agreement Fee Schedule Basic Distribution Services o Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears o Minimum annual fee: first class or series -- $15,000; each additional class or series -- $3,000 Advertising Compliance Review/NASD Filings o $150 per job for the first 10 pages/minutes; $20 per page/minute thereafter o NASDR Expedited Service for 3 day turnaround o $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) o $900 per year per Series 6 or 7 representative o All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: o typesetting, printing and distribution of Prospectuses and shareholder reports o production, printing, distribution and placement of advertising and sales literature and materials o engagement of designers, free-lance writers and public rxxxxxons firms o long-distance telephone lines, services and charges o postage o overnight delivery charges o NASD filing fees o record retention o travel, lodging and meals
Arbitration; Choice of Forum BY ACCEPTING THIS AWARD, YOU UNDERSTAND AND AGREE THAT THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND WHICH, AMONG OTHER THINGS, PROVIDE THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY, PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN, SHALL APPLY.
Witness Witness signed - - signed - (Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
AS WITNESS WHEREOF each of the duly authorised officers of the Parties has signed this page, each with only one signature by the appropriate Party. A complete set of this Agreement comprises the signatures of all Parties. , this day of , Private Partner 1 …...
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
