Except for the. Employment Agreement, this Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may be amended only by an instrument in writing executed by both parties.
Except for the reduction in salary, corresponding to the reduced load, the District will provide the reduced-load employee the same benefits provided a regular full-time (100%) academic employee.
Except for the. (i) the Notes, the Note Conversion Shares and the Shares; (ii) the conversion privileges of the Preferred Stock; (iii) the shares reserved for issuance pursuant to the 2016 Stock Plan and 2022 Stock Plan as described above; and (v) warrants to purchase up to 4,118,669 shares of Common Stock at a weighted average exercise price of $4.59 per share, there are no options, warrants or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to purchase any of the Company’s authorized and unissued capital stock.
Except for the. Participation Agreement and the Standard Networking Agreement, this Supplement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, among the parties. In the event there is any conflict between this Supplement and the Standard Networking Agreement, the terms and conditions of this Supplement shall control. In the event there is any conflict between this Supplement and the applicable Participation Agreement, the terms and conditions of the Participation Agreement shall control.
Except for the. (i) the Notes and the Note Conversion Shares; (ii) the Warrants and the Warrant Shares; (iii) the conversion privileges of the Preferred Stock; (iv) the rights provided pursuant to the Amended and Restated Investors’ Rights Agreement, dated as of April 26, 2011 (the “Rights Agreement”), the Amended and Restated Voting Agreement, dated as of October 13, 2011, and the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 26, 2011 (each as may be amended from time to time); (v) the shares reserved for issuance pursuant to the 2006 Stock Plan as described above; and (vi) the warrants to purchase up to 145,180 shares of Series A Preferred Stock and up to 77,169 shares of Series B Preferred Stock, there are no options, warrants or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to purchase any of the Company’s authorized and unissued capital stock.
Except for the. Stella Companies, Stella Holdings neither owns stock in, nor controls, directly or indirectly, any other person.
Except for the. “Employee Liabilities” on the Closing Accounts assumed by the Buyer, all salaries and other costs relating to the employments, including holiday pay, Taxes, employer’s fees and pension benefits and other emoluments relating to the Employees during the period up to the Closing Date shall be paid by the Company when due. As from the Closing Date, all salaries and other costs relating to the employment, including holiday pay, Taxes, employer’s fees and pension benefits and other emoluments relating to the Employees whose employment is transferred to the Buyer and that relate to the time after the Closing Date or are included within the amounts listed under the heading “Employee liabilities” on the Closing Accounts, shall be paid by the Buyer. The Company shall retain those of the Employees, that choose not to transfer their employment to the Buyer (the “Non-continuing Employees”), however the Buyer shall assume any and all Liabilities, including salary in the notice period in respect of the Non-continuing Employees. The Company shall use its best endeavours to direct the Non-continuing Employees to provide their services to the Buyer within their notice periods without charge to Buyer to the extent this kind of arrangement is upheld by Law or Governmental Authority.
Except for the. Indemnitees referred to in Clause 8.1, a person who is not a party to this Agreement shall have no right to enforce or enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.
Except for the. Ancillary Agreements, this Agreement (which term, as used in this Agreement, includes the Schedules and Exhibits referred to herein) constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no representations, warranties, covenants or other agreements among the parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including any alleged waiver based on a party's knowledge of any inaccuracy in any representation or any breach of warranty or covenant contained herein) unless in writing and signed by the party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of a provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.
Except for the. “Project Contracts” listed in Annex 5 (Project Contracts), no other material products which have not been notified by the “Borrower” to the “Agent” are required for the construction and the operation of the “Project”. The “Borrower” is not aware of, and has not been notified about any performance defaults under the “Project Contracts”, nor should the “Borrower” have been aware of such performance defaults as a result of the specific circumstances unless the “Borrower” has informed the “Agent” about such a performance default without undue delay.
