Common use of Conditionality Clause in Contracts

Conditionality. 3.1. Landlord and Tenant will work together reasonably and in good faith to mutually agree on the Site, pursuant and subject to the terms and conditions set forth in Schedule 8. The terms of this Agreement and the obligations of the parties to it shall be conditional upon the Landlord Completing the Acquisition of the Site (defined in Clause 3.2, below) in accordance with Schedule 8. 3.2. Immediately upon the unconditional Completion of the Acquisition of a freehold interest in and to the Site by the Landlord, including the Landlord's delivery of the Registration Application Evidence to the Tenant, the provisions of this Agreement shall be deemed to be in full force and effect (i.e., such provisions shall no longer be deemed to be conditional) relative to the Building and the rights, duties, and obligations of Tenant and Landlord under this Agreement with respect to the Building. Notwithstanding the foregoing, the terms and provisions set forth in this Clause 3 and in Clauses 4, 9, 10, 13.1(b), 16, 23, 24, 25, 26, 27, 28, 29, 31, 32, 33, and 34 and Schedule 8 shall be effective, in full force and effect, and binding upon the parties hereto from and after the date of this Agreement. The term “Completion of the Acquisition”, and similar phrases used in this Agreement with regard to a Site, shall mean and refer to Landlord having delivered to the Tenant, the Conveyance Evidence and Registration Application Evidence evidencing Landlord having acquired a freehold interest in and to the Site. 3.3. Further, notwithstanding anything to the contrary contained herein, if Landlord does not Complete the Acquisition of a Site within three hundred sixty-five (365) calendar days after the effective date of this Agreement (the “Long Stop Acquisition Date”), Tenant shall have the right to terminate this Agreement (the “Acquisition Failure Termination Right”) by delivering written notice thereof to Landlord on or before the date that is thirty (30) days after the Long Stop Acquisition Date, which notice of termination shall be effective fifteen (15) days after the giving of such notice, but which notice of termination shall be deemed ineffective if, within said 15-day period, Landlord Completes the Acquisition of the Site and delivers the Conveyance Evidence and the Registration Application Evidence to Tenant. In the event (a) this Agreement is terminated pursuant to this Clause 3, and (b) the Rackspace Design Contribution Payment (defined in Schedule 7, item C.6.) has theretofore been released to Tenant from the DCP Escrow (defined in Schedule 7, item C.6.), then the Tenant shall, within thirty (30) days after such termination, pay the Rackspace Design Contribution Payment back to Landlord. Alternatively, in the event that (y) this Agreement is terminated pursuant to this Clause 3, and (z) the Rackspace Design Contribution Payment has not yet been released to Tenant from the DCP Escrow, then the DCP Escrow Agent shall return the Rackspace Design Contribution Payment to Landlord as set forth in Clause 7.D. of Schedule 7, once Landlord has provided a copy of Tenant's termination notice to the DCP Escrow Agent. In that regard, the Tenant shall (if required by DCP Escrow Agent in order to release the Rackspace Design Contribution Payment to Landlord), within thirty (30) days after such termination, submit notice to the DCP Escrow Agent notifying the DCP Escrow Agent that the DCP Escrow Agent is authorized to return the Rackspace Design Contribution Payment to Landlord. 3.4. Notwithstanding anything to the contrary contained in this Agreement, in the event that one (1) or more potential Sites has been identified (by Landlord or Tenant or any of their agents or representatives designated herein or in another writing as having the authority to bind Landlord or Tenant, as applicable) during the search for a potential Site, any of which meets the Minimum Site Criteria (as described on Schedule 8) (any such potential Site, a “Default Criteria Site”), but the Tenant rejects all such Default Criteria Sites for any reason or no reason as set forth in Schedule 8, and Tenant exercises the Acquisition Failure Termination Right pursuant to and in accordance with Clause 3.3, above, then Tenant shall (in addition to reimbursement and/or release of the Rackspace Design Contribution Payment), within thirty (30) days after Tenant's receipt of all paid invoices therefor and other reasonable supporting documentation from Landlord, delivered by Landlord within forty-five (45) days after receipt of Tenant's termination notice, reimburse Landlord for the Pursuit Costs incurred by Landlord (and/or its affiliate(s)). Solely for purposes of determining whether Tenant is responsible for reimbursing Landlord for the Pursuit Costs as set forth in the immediately preceding sentence, once Tenant has provided Landlord with approval to proceed with heads of terms for a potential Site, pursuant to Clause 1.2 of Schedule 8 of this Agreement (an “Approved Potential Site”), such Approved Potential Site shall thereafter be deemed to be a Default Criteria Site, regardless of whether such Approved Potential Site meets any or all of the Minimum Site Criteria, provided that, for avoidance of doubt, the foregoing terms of this sentence shall not limit, impair, modify, or otherwise affect Tenant's right to reject any Default Criteria Site for any reason or no reason as set forth in Schedule 8 or to exercise Tenant's Acquisition Failure Termination Right as set forth in this Clause 3.4. 3.5. From and after the later to occur of (i) the date that Landlord receives the Rackspace Design Contribution Payment (from Tenant or from the DCP Escrow Agent, as applicable) and, if applicable, the Pursuit Costs as set forth in Clause 3.4, above, and (ii) the effective date of such termination, this Agreement shall be deemed to have been terminated and shall be of no further force or effect, and neither party shall have any further obligation or liability to the other pursuant to this Agreement. In the event that no Default Criteria Sites have been identified by the parties at the time the Tenant exercises the Acquisition Failure Termination Right, then, in connection with such termination, Landlord and Tenant shall each be responsible to bear the Pursuit Costs incurred by such party (and/or its affiliates). 3.6. Notwithstanding anything to the contrary contained in this Agreement, in the event that Tenant has approved a Default Criteria Site, then such Default Criteria Site approved by Tenant (if it is still available for purchase) shall be deemed to have been mutually agreed upon by Landlord and Tenant as the Site to be acquired by Landlord under Schedule 8, provided that the acquisition of such Site shall be subject to the terms and conditions set forth in Schedule 8.

Conditionality. 3.1. Landlord Each party acknowledges and Tenant will work together reasonably and in good faith to mutually agree on the Site, pursuant and subject to the terms and conditions set forth in Schedule 8. The terms of agrees that this Agreement and the obligations of the parties to it shall be conditional upon the Landlord Completing the Acquisition of the Site (defined in Clause 3.2, below) in accordance with Schedule 8. 3.2. Immediately upon the unconditional Completion of the Acquisition of a freehold interest in and to the Site by the Landlord, including the Landlord's delivery of the Registration Application Evidence to the Tenant, the provisions of this Transition Agreement shall be deemed to be terminate in full force its entirety and effect (i.e., such provisions shall no longer be deemed to be conditional) relative to the Building and the rights, duties, and obligations of Tenant and Landlord under this Agreement with respect to the Building. Notwithstanding the foregoing, the terms and provisions set forth in this Clause 3 and in Clauses 4, 9, 10, 13.1(b), 16, 23, 24, 25, 26, 27, 28, 29, 31, 32, 33, and 34 and Schedule 8 shall be effective, in full force and effect, and binding upon the parties hereto from and after the date of this Agreement. The term “Completion of the Acquisition”, and similar phrases used in this Agreement with regard to a Site, shall mean and refer to Landlord having delivered to the Tenant, the Conveyance Evidence and Registration Application Evidence evidencing Landlord having acquired a freehold interest in and to the Site. 3.3. Further, notwithstanding anything to the contrary contained herein, if Landlord does not Complete the Acquisition of a Site within three hundred sixty-five (365) calendar days after the effective date of this Agreement (the “Long Stop Acquisition Date”), Tenant shall have the right to terminate this Agreement (the “Acquisition Failure Termination Right”) by delivering written notice thereof to Landlord on or before the date that is thirty (30) days after the Long Stop Acquisition Date, which notice of termination shall be effective fifteen (15) days after the giving of such notice, but which notice of termination shall be deemed ineffective if, within said 15-day period, Landlord Completes the Acquisition of the Site and delivers the Conveyance Evidence and the Registration Application Evidence to Tenant. In the event (a) this Agreement is terminated pursuant to this Clause 3, and (b) the Rackspace Design Contribution Payment (defined in Schedule 7, item C.6.) has theretofore been released to Tenant from the DCP Escrow (defined in Schedule 7, item C.6.), then the Tenant shall, within thirty (30) days after such termination, pay the Rackspace Design Contribution Payment back to Landlord. Alternatively, in the event that (y) this Agreement is terminated pursuant to this Clause 3, and (z) the Rackspace Design Contribution Payment has not yet been released to Tenant from the DCP Escrow, then the DCP Escrow Agent shall return the Rackspace Design Contribution Payment to Landlord as set forth in Clause 7.D. of Schedule 7, once Landlord has provided a copy of Tenant's termination notice to the DCP Escrow Agent. In that regard, the Tenant shall (if required by DCP Escrow Agent in order to release the Rackspace Design Contribution Payment to Landlord), within thirty (30) days after such termination, submit notice to the DCP Escrow Agent notifying the DCP Escrow Agent that the DCP Escrow Agent is authorized to return the Rackspace Design Contribution Payment to Landlord. 3.4. Notwithstanding anything to the contrary contained in this Agreement, in the event that one (1) or more potential Sites has been identified (by Landlord or Tenant or any of their agents or representatives designated herein or in another writing as having the authority to bind Landlord or Tenant, as applicable) during the search for a potential Site, any of which meets the Minimum Site Criteria (as described on Schedule 8) (any such potential Site, a “Default Criteria Site”), but the Tenant rejects all such Default Criteria Sites for any reason or no reason as set forth in Schedule 8, and Tenant exercises the Acquisition Failure Termination Right pursuant to and in accordance with Clause 3.3, above, then Tenant shall (in addition to reimbursement and/or release of the Rackspace Design Contribution Payment), within thirty (30) days after Tenant's receipt of all paid invoices therefor and other reasonable supporting documentation from Landlord, delivered by Landlord within forty-five (45) days after receipt of Tenant's termination notice, reimburse Landlord for the Pursuit Costs incurred by Landlord (and/or its affiliate(s)). Solely for purposes of determining whether Tenant is responsible for reimbursing Landlord for the Pursuit Costs as set forth in the immediately preceding sentence, once Tenant has provided Landlord with approval to proceed with heads of terms for a potential Site, pursuant to Clause 1.2 of Schedule 8 of this Agreement (an “Approved Potential Site”), such Approved Potential Site shall thereafter be deemed to be a Default Criteria Site, regardless of whether such Approved Potential Site meets any or all of the Minimum Site Criteria, provided that, for avoidance of doubt, the foregoing terms of this sentence shall not limit, impair, modify, or otherwise affect Tenant's right to reject any Default Criteria Site for any reason or no reason as set forth in Schedule 8 or to exercise Tenant's Acquisition Failure Termination Right as set forth in this Clause 3.4. 3.5. From and after the later to occur of (i) the date that Landlord receives the Rackspace Design Contribution Payment (from Tenant or from the DCP Escrow Agent, as applicable) and, if applicable, the Pursuit Costs as set forth in Clause 3.4, above, and (ii) the effective date of such termination, this Agreement shall be deemed to have been terminated and shall be of no further force and effect if the Merger Agreement is: (a) not entered into prior to June 30, 2020 or effect(b) entered into and subsequently terminated prior to the Closing occurring. To accept this Transition Agreement, please sign and neither party date this Transition Agreement and return it to me. Please indicate your agreement with the above terms by signing below. Sincerely, By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Chairman Address for Notices: 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, XX 00000 My agreement with the terms of this Transition Agreement is signified by my signature below. I confirm and acknowledge that I am not entitled to any severance under my Employment Agreement. Furthermore, I acknowledge that I have read and understand this Transition Agreement and that I sign this release of all claims voluntarily, with full appreciation that at no time in the future may I pursue any of the rights I have waived in this Transition Agreement. Signed /s/ Xxxx Xxxxxxx Dated: April 28, 2020 Xxxx Xxxxxxx Address for Notices: Attachment A: Independent Contractor Services Agreement Attachment B: Form of Release INDEPENDENT CONTRACTOR SERVICES AGREEMENT FORM OF RELEASE This General Release Agreement is executed by Xxxx Xxxxxxx (“you”), in accordance with your Transition Agreement, dated as of April 28, 2020, by and between you and Adicet Bio, Inc. (the “Company”), as amended, modified or restated from time to time (the “Transition Agreement”). Capitalized terms used but not otherwise defined herein shall have any further obligation or liability to the other pursuant to this meanings set forth in the Transition Agreement. In accordance with the event Transition Agreement, and in exchange for the Termination Consideration, which you acknowledge exceeds any amounts to which you otherwise may be entitled under the Company’s policies and practices or applicable law, you on behalf of yourself and your heirs, executors, representatives and assigns, hereby fully acquits, releases, waives and discharges from and agree that no Default Criteria Sites you have been identified by not and will not file, cause to be filed or pursue against, the parties at Company, its affiliates, related, parent or subsidiary companies, and its and their present and former directors, officers, employees, agents, committee members, attorneys and representatives, and each of the time foregoing’s successors and assigns (including, without limitation, Parent) (the Tenant exercises the Acquisition Failure Termination Right“Released Parties”) all claims obligations, thenliabilities, complaints, causes of action, charges, debts, and demands of any kind, known and unknown, in connection law or in equity, asserted or unasserted (“Claims”) which you may now have or have ever had against any of them, or arising out of your relationship with such terminationany of them, Landlord including all claims for compensation and Tenant shall each be responsible to bear bonuses, attorneys’ fees, and all claims arising from your employment with the Pursuit Costs incurred by such party Company or the termination of your employment, whether based on contract, tort, statute, local ordinance, rule, regulation or any comparable law in any jurisdiction (and/or its affiliates“Released Claims”).. Released Claims include, but are not limited to: 3.6. Notwithstanding anything to (i) all Claims arising from your employment with the contrary contained in this AgreementCompany or the termination of that employment, in the event that Tenant has approved a Default Criteria Site, then such Default Criteria Site approved by Tenant (if it is still available including Claims for purchase) shall be deemed to have been mutually agreed upon by Landlord wrongful termination or retaliation and Tenant as the Site to be acquired by Landlord under Schedule 8, provided that the acquisition of such Site shall be subject to the terms and conditions set forth of employment; (ii) all Claims related to your compensation or benefits from the Company, including salary, wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits; (iii) all Claims for breach of contract, breach of quasi-contract, promissory estoppel, detrimental reliance, and breach of the implied covenant of good faith and fair dealing; (iv) all tort Claims, including Claims for fraud, defamation, slander, libel, disparagement, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in Schedule 8violation of public policy; (v) all federal, state, and local statutory Claims, including Claims for discrimination, harassment, retaliation, attorneys’ fees, medical expenses, experts’ fees, costs and disbursements; and (vi) any other Claims of any kind whatsoever, from the beginning of time until the date you sign this General Release Agreement, in each case whether based on contract, tort, statute, local ordinance, rule, regulation or any comparable law, public policy or common law in any jurisdiction.