Authority to Contract. Purchaser has the full right, power and authority to execute, deliver and perform the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. The execution, delivery, and consummation of this Agreement by Purchaser was duly approved by its Board of Directors according to applicable law and its Articles of Incorporation and Bylaws. No approval or consent of any person, firm, or other entity is required to be obtained by Purchaser for the execution, delivery and consummation of this Agreement by Purchaser. Upon the execution and delivery of this Agreement by Purchaser, no further action will be necessary to make this Agreement valid and binding upon Purchaser according to its terms.

Contract Period. “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of # the second anniversary of the Change in Control or # the death of the Executive. For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.

The parties acknowledge that they have caused this Agreement to be reviewed and approved by legal counsel of their own choice. This Agreement has been specifically negotiated, and any presumption that an ambiguity contained in this Agreement shall be construed against the party that caused this Agreement to be drafted shall not apply to the interpretation of this Agreement.

Contract Period. The term of your employment under this Agreement shall begin on June 21, 2023 (the “Effective Date”) and, unless terminated earlier as set forth herein, shall continue through and including June 20, 2026. The period from the Effective Date through June 20, 2026 is referred to as the “Contract Period”, even if your employment terminates earlier for any reason.

Architect’s Contract. (a) The Architect’s Contract is in full force and effect; # both ​ and ​’s Architect are in compliance in all material respects with their respective obligations under the Architect’s Contract; # the work to be performed by the Architect under the Architect’s Contract is the architectural services required to design the Improvements to be built in accordance with the Plans and Specifications and all architectural services required to complete the Improvements in accordance with the Plans and Specifications is provided for under the Architect’s Contract; # each Other Design Professionals Agreement, if any, is in full force and effect; # both ​ and the Other Design Professionals thereunder are in compliance in all material respects with their respective obligations under such Other Design Professionals Agreements, if any; # intentionally omitted; and # all work on the Improvements shall be completed in accordance with the Plans and Specifications in a good and workmanlike manner and shall be free of any defects. ​ shall from time to time, upon request by ​, cause ​’s Architect to provide ​ with reports in regard to the status of construction of the Improvements, in such form and detail as reasonably requested by ​.

Electronic Contract. With respect to each Electronic Contract (or electronically authenticated original record of the executed Contract with respect to Electronic Contracts that do not constitute Electronic Chattel Paper), the Servicer represents that the Administrative Agent holds the Authoritative Copy of such Electronic Contract (or holds the electronically authenticated original record of the executed Contract with respect to Electronic Contracts that do not constitute Electronic Chattel Paper) in the Electronic Vault as pledgee of the Borrower or the Trust, as applicable, for the benefit of the Secured Parties.

BioThrax Contract. Within thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent assignments and notices of assignment to be submitted to the appropriate Governmental Authority as required to comply with the Federal Assignment of Claims Act of 1940 with respect to the BioThrax Contract pursuant to Section 8.12(e) of the Credit Agreement.

Contract Obligations. Other than as disclosed on [Schedules 6.1(d)] or (e), all obligations and liabilities imposed by the Contract, including work obligations, have been duly fulfilled and discharged and, save for the Obligation Well, there is no outstanding work obligation to be fulfilled pursuant to the Contract in respect of the current, or any earlier, exploration period.

Authority. Each party represents and warrants that it has due power and lawful authority to execute and deliver this Amendment and to perform its obligations under the Lease; and the Lease and this Amendment are the valid, binding and enforceable obligations of such party.

Authority. The JRC shall have only the powers assigned expressly to it in this [Section 2.2] and elsewhere in this Agreement, and shall not have any power to amend, modify or waive compliance with this Agreement. In furtherance thereof, each Party shall retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers or discretion shall be delegated or vested in the JRC unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. For the avoidance of doubt, JRC rights to discuss, comment, review or monitor (and other similar activities) shall not require any Party or designee thereof to act or be bound in any respect by such discussion, comment, review, or monitoring.