Additional Terms. (a) This Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement. (b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement. (c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice. (d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions. (e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option. (f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto. (g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement. (h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument (i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 3 contracts
Sources: Incentive Agreement, Ev Charging Incentive Agreement, Incentive Agreement
Additional Terms. (a) This Agreement A. No transfer or assignment of this Agreement, or any part thereof or interest therein, directly or indirectly, voluntarily or involuntarily, shall be binding upon and inure made unless such transfer or assignment is first approved in writing by all parties.
B. The Agreement may be modified by written consent of all of the parties to cover the need for any alterations that may arise subsequent to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms Effective Date of this Agreement.
(b) Grantor acknowledges that C. If any term or provision of this Agreement is held to be invalid or illegal, such term or provision shall not affect the EV Charging Equipment is subject to a Security Agreement between Grantor validity or enforceability of the remaining terms and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreementprovisions.
(c) All notices pursuant to D. No term or provision of this Agreement, to Agreement shall be effective, waived and no breach excused unless such waiver or consent shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties heretoParty claimed to have waived or consented. No waiver of a breach or term hereof shall be effective unless made deemed to be a waiver of a different or subsequent breach.
E. In the event that further lawful performance of this Agreement or any part hereof by either Party shall be rendered impossible by or as a consequence of any law, regulation, order, or any other official action by any instrumentality or agency of any government or political subdivision thereof having jurisdiction over such Party, such Party shall not be considered in writing signed default hereunder by the party having reason of any failure to perform occasioned thereby.
F. Except as expressly stated herein, neither Party has the right or authority to enforce its rights assume or create any obligation, accept legal process, make commitments, incur any charges or otherwise bind or act on behalf of the other or limit the other in respect of such a breach, and no such waiver any manner whatsoever. Neither this Agreement nor any act hereunder shall be construed as constituting the foundation of a waiver of partnership, association, agency, joint venture or any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial theretoother entity.
(g) Any G. The NPS and AMNH acknowledge that failure to perform the obligations and agreements set out herein and/or failure amicably and quickly to resolve disputes may result in irreparable injury to either Party. Accordingly, the Parties agree to use their best efforts to settle all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreementdisputes between them.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 2 contracts
Sources: Management Agreement, Management Agreement
Additional Terms. You agree and warrant that any person accessing ▇▇▇▇’s Platform electronically may be regarded by ▇▇▇▇ as being your duly authorised person(s), even if such person(s) may not have been identified to Syfe previously, whether in a written resolution provided to us or otherwise. You further agree that you are solely responsible for the handling of your Access Methods and Syfe shall be entitled to presume that all actions taken in relation to your account are instructed or effected by your duly authorised person(s). Syfe and its Associates shall not be liable in any way whatsoever for any losses that may arise out of any unauthorised access or illegal or fraudulent operation of the Account, including but not limited to any such activities perpetrated by your authorised person(s), employees, officers, or delegates. You agree that any electronic or digital signature may be relied on by Syfe as evidence of the legal and valid execution of all relevant declarations, instructions, confirmations, and/or documents in connection with the Account as if the same had been signed by you and/or your duly authorised person(s). Notices (as defined in this Agreement) when sent in accordance with clause 13 of this Agreement to your authorised person(s) shall be deemed to be received by you accordingly. You agree that in the event of any change in relationship between you and your authorised person(s) (e.g. cessation of employment or membership) which may impact their appointment as authorised person(s), you shall notify ▇▇▇▇ as soon as practicable and take all steps as necessary to ensure that the operation of the Account is unaffected. Unless and until Syfe is so notified, Syfe shall be entitled to treat all such appointments as valid and subsisting. Syfe shall be entitled to restrict, temporarily or permanently suspend, or terminate the Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
(a) This Agreement shall be binding upon and inure to you are facing any notice, demand, claim, action, suit, inquiry, hearing, proceedings, notice of violation, or investigations of a civil, criminal, regulatory, or administrative nature before any court or governmental or other regulatory or administrative agency, commission, or authority that may have an adverse effect on the benefit of Grantor relationship between you and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.;
(b) Grantor acknowledges that the EV Charging Equipment is subject you have ceased or have threatened to a Security Agreement between Grantor and Grantee of near cease business or even date herewith securinghave been wound up, in partdissolved, Grantor’s obligations under this Option Agreement.or deregistered;
(c) All notices pursuant you pass a resolution or you are facing pending legal proceedings for insolvency, winding-up, receivership, dissolution, deregistration, or judicial management or any court makes an order to this Agreementthat effect;
(d) a receiver and manager or judicial manager is appointed over the whole or substantial part of your assets or property;
(e) you make or propose to make any arrangement or composition with your creditors, to be effective, shall be or admit in writing and of your inability to pay debts generally as they become due;
(f) you take any step or have pending legal proceedings analogous to those set out in paragraphs (a) to (e) in relation to your insolvency, bankruptcy, deregistration, or dissolution; and
(g) the consummation of a reorganisation, merger, consolidation or sale or other disposition of substantially all of your assets; or (b) there is a change in control of you, where “control” shall be mean: (i) hand deliveredownership of the majority of the voting equity interest; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights exercise, or actually exercises, significant influence or control. You further represent and warrant that at the time of opening the Account and at all times when the Account is in respect service none of such a breachthe events as stated in preceding paragraph above has taken place or applies to you. You agree that based on your investor classification and/or legal form, including but not limited to accredited investor, institutional investor, or expert investor, in Singapore or otherwise, there may be different levels of regulatory protection accorded to you in accordance with Applicable Laws. Accordingly, you may not be able to avail yourself of certain protections conferred to only retail individual customers. You warrant, represent, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect undertake to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.Syfe that:
Appears in 2 contracts
Sources: Client Agreement, Client Agreement
Additional Terms. (a) This Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, acknowledge and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, waived or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, agreements and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, Sunday or statutory holiday in such location.
Appears in 2 contracts
Sources: Maine Electric Vehicle Charging Incentive Agreement, Maine Electric Vehicle Charging Incentive Agreement
Additional Terms. a. The County represents and warrants to the Developer, and the Developer represents and warrants to the County that: (ai) it knowingly and voluntarily agrees to all the terms set forth in this Agreement, (iii) it knowingly and voluntarily agrees to be legally bound by this Agreement, (iv) the execution of this Agreement has been duly and validly authorized by all necessary and appropriate authority, subject to the contingencies described herein.
b. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties as to the transaction described herein, and no amendment, modification, or addendum to this Agreement shall be effective unless in writing dated subsequent to the date hereof and executed by the duly authorized officers of the respective parties hereto. The requirement for such a writing shall apply to any waiver of the requirement of a written modification pursuant to this paragraph and shall be deemed an essential term of this Agreement. This Agreement will be deemed drafted by all parties hereto and shall not be construed against any party as the drafter of this Agreement. This Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ the parties hereto and their respective successors successors, heirs, and assigns. Grantee shall have the right to assign .
c. Whenever possible, each provision of this Agreement and/or shall be interpreted in such manner as to designate a person to receive be effective and valid under applicable law, but if any conveyance of the Property pursuant to the terms provision of this AgreementAgreement is found to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor d. The validity, construction, interpretation, and Grantee administration of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the substantive laws of the State state of Maine without regard North Carolina, and any action brought in relation to or reference to its conflicts enforce or construe the same shall be brought in the Superior Courts of law provisionsNorth Carolina, and each party waives any rights or defenses relating to jurisdiction.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. e. This Agreement may be executed in multiple separate counterparts, each of which shall constitute be deemed an original, and all of which, which taken together, together shall constitute a single one and the same instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 2 contracts
Sources: Development Agreement, Development Agreement
Additional Terms. (a) This A. The Agreement shall may be binding upon and inure modified by written consent of all of the Parties to cover the need for any alterations that may arise subsequent to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms Effective Date of this Agreement.
(b) Grantor acknowledges that B. If any term or provision of this Agreement is held to be invalid or illegal, such term or provision shall not affect the EV Charging Equipment is subject to a Security Agreement between Grantor validity or enforceability of the remaining terms and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreementprovisions.
(c) All notices pursuant to C. No term or provision of this Agreement, to Agreement shall be effective, waived and no breach excused unless such waiver or consent shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties heretoParty claimed to have waived or consented. No waiver of a breach or term hereof shall be effective unless made deemed to be a waiver of a different or subsequent breach. Failure by either Party to enforce, or delay in writing signed by the party having the right to enforce its exercising, or partial exercise of any covenants or rights in respect of such a breach, and no such waiver or remedies under this Agreement shall not be deemed or construed as a waiver of any subsequent breach. No course of dealing such rights, nor shall waiver by either Party in one or delay more instances be construed as constituting a continuing waiver or omission on the part of any party in exercising any right or remedy shall operate as a waiver in other or subsequent instances.
D. In the event that further lawful performance of this Agreement or any part hereof by either Party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration, or other instrumentality or agency of any government or political subdivision thereof having jurisdiction over such Party, such Party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby.
E. Except as expressly stated herein, neither Party has the right or authority to assume or create any obligation, accept legal process, make commitments, incur any charges or otherwise bind or act on behalf of the other or limit the other in any manner whatsoever. Neither this Agreement nor any act hereunder shall be prejudicial theretoconstrued as constituting the foundation of a partnership, association, agency, joint venture or any other entity.
(g) Any F. The NPS and CCOS acknowledge that failure to perform the obligations and agreements set out herein and/or failure to amicably and quickly resolve disputes may result in irreparable injury to either Party. Accordingly, the Parties agree to use their best efforts to settle all prior and contemporaneous discussions, undertakings, agreementsdisputes between them, and understandings if and when that fails, the Parties agree to arbitrate any dispute in accordance with the rules of the parties American Arbitration Association as an alternative to litigation which both Parties pledge their best efforts to avoid, with respect any arbitration proceeding being nonbinding unless otherwise agreed to in advance by the Option granted herein are merged in this Agreement, which alone fully Parties. The Parties acknowledge and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor agree that arbitration is frequently expensive and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an originaltime consuming, and all thus, the Parties agree that in advance of which, taken together, any arbitration hereunder each shall constitute use its mutual best efforts to negotiate a single instrument
(i) If comprehensive set of procedures designed to ensure that such arbitration is conducted expeditiously and at the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such locationlowest possible cost.
Appears in 2 contracts
Sources: Agreement, Agreement Between the National Park Service and the Culture Collection of Switzerland Ag
Additional Terms. (a) This A. The Agreement shall may be binding upon and inure modified by written consent of all of the parties to cover the need for any alterations that may arise subsequent to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms Effective Date of this Agreement.
(b) Grantor acknowledges that B. If any term or provision of this Agreement is held to be invalid or illegal, such term or provision shall not affect the EV Charging Equipment is subject to a Security Agreement between Grantor validity or enforceability of the remaining terms and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreementprovisions.
(c) All notices pursuant to C. No term or provision of this Agreement, to Agreement shall be effective, waived and no breach excused unless such waiver or consent shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties heretoParty claimed to have waived or consented. No waiver of a breach or term hereof shall be effective unless made deemed to be a waiver of a different or subsequent breach. Failure by either Party to enforce, or delay in writing signed by the party having the right to enforce its exercising, or partial exercise of any covenants or rights in respect of such a breach, and no such waiver or remedies under this Agreement shall not be deemed or construed as a waiver of any subsequent breach. No course of dealing such rights, nor shall waiver by either Party in one or delay more instances be construed as constituting a continuing waiver or omission on the part of any party in exercising any right or remedy shall operate as a waiver in other or subsequent instances.
D. In the event that further lawful performance of this Agreement or any part hereof by either Party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration, or other instrumentality or agency of any government or political subdivision thereof having jurisdiction over such Party, such Party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby.
E. Except as expressly stated herein, neither Party has the right or authority to assume or create any obligation, accept legal process, make commitments, incur any charges or otherwise bind or act on behalf of the other or limit the other in any manner whatsoever. Neither this Agreement nor any act hereunder shall be prejudicial theretoconstrued as constituting the foundation of a partnership, association, agency, joint venture or any other entity.
(g) Any F. The NPS and ATCC acknowledge that failure to perform the obligations and agreements set out herein and/or failure amicably and quickly to resolve disputes may result in irreparable injury to either Party. Accordingly, the Parties agree to use their best efforts to settle all prior and contemporaneous discussions, undertakings, agreementsdisputes between them, and understandings if and when that fails, the Parties agree to arbitrate any dispute in accordance with the rules of the parties American Arbitration Association as an alternative to litigation which both Parties pledge their best efforts to avoid, with respect any arbitration proceeding being nonbinding unless otherwise agreed to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.advance by the
Appears in 2 contracts
Sources: Renewal Agreement, Renewal Agreement
Additional Terms. In addition to the foregoing, the parties agree:
(a) This Neither the existence of this Agreement nor anything contained in this Agreement shall be binding upon and inure to constitute an admission of any liability on the benefit part of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have You, the right to assign this Agreement and/or to designate a person to receive Company, or any conveyance of the Property pursuant to Company Affiliates, the terms existence of this Agreementwhich liability the parties expressly deny.
(b) Grantor acknowledges that If any provision of ¶ 1(b)-(c) of this Agreement is ever declared unenforceable, void, invalid, or voidable as a result of a claim brought by or on behalf of You, then You agree voluntarily to repay to the EV Charging Equipment is subject Company the entire payment made under paragraph 2 of this Agreement, notwithstanding any law, regulation, or agency interpretation/opinion to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreementthe contrary.
(c) All notices pursuant to If any provision of this AgreementAgreement other than ¶ 1(b)-(c) of this Agreement is ever declared unenforceable, to void, invalid, or voidable, then the parties intend that the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be effective, affected or impaired and that the remaining provisions of this Agreement shall be in writing remain valid and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases enforceable as written to the address set forth in the preamble or to such other address(es) as a party may designate maximum extent permitted by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such noticelaw.
(d) This Agreement contains the entire agreement between the parties with respect to the matters contemplated hereby, and no modification or waiver of any provision of this Agreement will be valid unless in writing and signed by You and the Company.
(e) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard Kansas, any and all actions regarding this Agreement shall be brought in the federal or reference to its conflicts of law provisions.
state courts situated in that state (e) ▇▇▇▇▇▇▇ agrees to execute, acknowledgeas applicable), and deliver a Memorandum the parties hereto consent to the venue of, and the exercise of Option personal jurisdiction by, the federal/state courts situated in that state, notwithstanding any law or other informational filing as may be requested by Grantee for purposes of recording public notice of authority to the Optioncontrary.
(f) This Agreement may not be modifiedexecuted in any number of counterparts, waived, or amended except in a writing signed by the parties hereto. No waiver each of a breach or term hereof which shall be effective unless made in writing signed by deemed to be an original and all of which shall constitute together one and the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial theretosame Agreement.
(g) Any They are not relying on any representation of any other party not contained herein and all prior and contemporaneous discussionsthat, undertakings, agreements, and understandings in the event of the parties with respect to the Option granted herein are merged in any dispute concerning this Agreement, which alone fully the parties shall be considered joint authors and completely expresses their entire agreementno provision shall be interpreted against any party because of alleged authorship.
(h) This Agreement shall become effective only after both Grantor is binding on and ▇▇▇▇▇▇▇ have executed inures to the benefit of the Company's successors and delivered assigns and Your heirs and assigns, and the Company may assign this Agreement. This Agreement may be executed , including, but not limited to, the prohibitions in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrumentparagraph 1(h).
(i) If This Agreement shall not be strictly construed by or against either party, it being the last day upon which performance would otherwise be required or permitted under parties' intent that this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended interpreted as reasonable and so as to enforce the next day which is not a Saturdayparties' intent and to preserve this Agreement's purpose.
(j) In any action to enforce this Agreement, Sundayin whole or in part, or statutory holiday the party prevailing in such locationaction shall be entitled to recover its reasonable costs and attorney's fees incurred in pursuing such action.
Appears in 2 contracts
Sources: Separation and Severance Agreement (Collins Industries Inc), Separation and Severance Agreement (Collins Industries Inc)
Additional Terms. (a) This Agreement shall be binding upon and inure constitutes the entire agreement between the parties with respect to the benefit of Grantor subject matter hereof. This Agreement supersedes all prior agreements and ▇▇▇▇▇▇▇ understandings, both written and their respective successors oral, between the parties with respect to the subject matter hereof. All other agreements, understandings, and assigns. Grantee shall have negotiations, by the right parties with respect to assign this Agreement and/or to designate a person to receive any conveyance the subject matter hereof, as of the Property pursuant to the terms of date hereof, are merged into this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Maine without regard Pennsylvania.
(c) In the event that any court or reference governmental agency of competent jurisdiction finds that any provision of this Agreement, or part thereof, is illegal, invalid, or unenforceable in any respect, the court or governmental agency may limit, alter or reform such provision to its conflicts render it valid and enforceable. In the event that any court or governmental agency of law provisionscompetent jurisdiction finds that any part of this Agreement is illegal, invalid, or unenforceable in any respect, and that limitation, alteration, or reformation of the provision is not possible, then the validity, legality, and enforceability of the remainder shall not be affected.
(d) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum The terms of Option or other informational filing as this Agreement may be requested changed, waived, discharged, or terminated only by Grantee for purposes of recording public notice of the Optionan agreement in writing signed by all parties.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver by a party of a any condition or of any breach of any term, covenant, representation or term hereof warranty contained herein shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breachwriting, and no such waiver in any one or more instances shall be construed as deemed to be a further or continuing waiver of any such condition or breach in any other instances or a waiver of any subsequent breach. No course of dealing other condition or delay or omission on the part breach of any party in exercising any right other term, covenant, representation or remedy shall operate as a waiver thereof or otherwise be prejudicial theretowarranty.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings The recitals contained in this Agreement are incorporated herein as if set forth at length. The headings in this Agreement are for convenience of the parties with respect to and are not part of the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreementsubstance thereof.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple separate counterparts, each of which shall constitute be deemed to be an original, original and all of which, taken together, shall constitute a single instrument
(i) If one and the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such locationsame Agreement.
Appears in 2 contracts
Sources: Community Benefits Agreement, Community Benefits Agreement
Additional Terms. See the Plan and Employment Agreement. In addition: The Restricted Stock may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company and any Affiliate; provided that the designation by the Grantee of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. By signing this Agreement, the Grantee acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan including, but not limited to, Section 11(l) thereof (a) This relating to compliance with applicable law and regulations). Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any subsidiary or shall interfere with or restrict in any way the right of the Company and its subsidiaries, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause. The terms of this Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective the Company, its successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance , and of the Property pursuant to Grantee and the terms beneficiaries, executors, administrators, heirs and successors of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Grantee. This Agreement between Grantor and the rights of the Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph hereunder shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed determined in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this AgreementDelaware. This Agreement may be executed in multiple counterparts, each of which shall constitute be deemed an original, and but all of which, taken together, which together shall constitute a single one and the same instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Restricted Stock Agreement (Warnaco Group Inc /De/)
Additional Terms. (a2.1 You agree and warrant that any person accessing Syfe’s Platform electronically may be regarded by Syfe as being your duly authorised person(s), even if such person(s) This Agreement may not have been identified to Syfe previously, whether in a written resolution provided to us or otherwise. You further agree that you are solely responsible for the handling of your Access Methods and Syfe shall be binding upon entitled to presume that all actions taken in relation to your account are instructed or effected by your duly authorised person(s). Syfe and inure its Associates shall not be liable in any way whatsoever for any losses that may arise out of any unauthorised access or illegal or fraudulent operation of the Account, including but not limited to any such activities perpetrated by your authorised person(s), employees, officers, or delegates.
2.2 You agree that any electronic or digital signature may be relied on by Syfe as evidence of the benefit legal and valid execution of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have all relevant declarations, instructions, confirmations, and/or documents in connection with the right to assign Account as if the same had been signed by you and/or your duly authorised person(s).
2.3 Notices (as defined in this Agreement) when sent in accordance with clause 13 of this Agreement and/or to designate a person your authorised person(s) shall be deemed to receive be received by you accordingly.
2.4 You agree that in the event of any conveyance change in relationship between you and your authorised person(s) (e.g. cessation of employment or membership) which may impact their appointment as authorised person(s), you shall notify Syfe as soon as practicable and take all steps as necessary to ensure that the operation of the Property pursuant Account is unaffected. Unless and until Syfe is so notified, Syfe shall be entitled to the terms of this Agreementtreat all such appointments as valid and subsisting.
2.5 Syfe shall be entitled to restrict, temporarily or permanently suspend, or terminate the Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
2.5.1 you are facing any notice, demand, claim, action, suit, inquiry, hearing, proceedings, notice of violation, or investigations of a civil, criminal, regulatory, or administrative nature before any court or governmental or other regulatory or administrative agency, commission, or authority that may have an adverse effect on the relationship between you and Syfe;
2.5.2 you have ceased or have threatened to cease business or have been wound up, dissolved, or deregistered;
2.5.3 you pass a resolution or you are facing pending legal proceedings for insolvency, winding-up, receivership, dissolution, deregistration, or judicial management or any court makes an order to that effect;
2.5.4 a receiver and manager or judicial manager is appointed over the whole or substantial part of your assets or property;
2.5.5 you make or propose to make any arrangement or composition with your creditors, or admit in writing of your inability to pay debts generally as they become due;
2.5.6 you take any step or have pending legal proceedings analogous to those set out in paragraphs 2.5.1 to 2.5.5 above in relation to your insolvency, bankruptcy, deregistration, or dissolution; and
2.5.7 the consummation of a reorganisation, merger, consolidation or sale or other disposition of substantially all of your assets; or (b) Grantor acknowledges that the EV Charging Equipment there is subject to a Security Agreement between Grantor and Grantee change in control of near or even date herewith securingyou, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, where “control” shall be in writing and shall be mean: (i) hand deliveredownership of the majority of the voting equity interest; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sundayexercise, or statutory holiday in the State of Maineactually exercises, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, significant influence or statutory holiday in such locationcontrol.
Appears in 1 contract
Sources: Client Agreement
Additional Terms. (a) This Agreement The Escrow Agent shall be binding upon and inure have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant Escrow Agent, except to the terms extent that such action or omission of this Agreementany book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent's own gross negligence, bad faith or willful misconduct.
(b) Grantor acknowledges Each of the parties hereby absolutely and irrevocably consents and submits to the jurisdiction of the courts in New York and of any Federal court located in New York in connection with any actions or proceedings brought against any of the parties (or each of them) by the Escrow Agent arising out of or relating to this Escrow Agreement. In any such action or proceeding, the parties each hereby absolutely and irrevocably (i) waive any objection to jurisdiction or venue, (ii) waive personal service of any summons, complaint, declaration or other process, and (iii) agree that the EV Charging Equipment is subject service thereof may be made by certified or registered first-class mail directed to a Security Agreement between Grantor and Grantee of near or even date herewith securingsuch party, as the case may be, at their respective addresses in part, Grantor’s obligations under this Option Agreementaccordance with Section 10 hereof.
(c) All notices pursuant The Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to this Agreementacts of God, to be effectivestrikes, shall be in writing and shall be (i) hand delivered; lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such noticedisasters.
(d) This Escrow Agreement shall be governed by binding upon the respective parties hereto and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisionstheir heirs, executors, successors and assigns.
(e) ▇▇▇▇▇▇▇ agrees to executeThis Escrow Agreement may not be altered or modified without the express written consent of the parties hereto. No course of conduct shall constitute a waiver of any of the terms and conditions of this Escrow Agreement, acknowledgeunless such waiver is specified in writing, and deliver then only to the extent so specified. A waiver of any terms and conditions of this Escrow Agreement on one occasion shall not constitute a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice waiver of the Optionother terms of this Escrow Agreement, or of such terms and conditions on any other occasion.
(f) This The parties agree that this Escrow Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may not hereafter be modifiedexecuted, waivedand (ii) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof other similar process and shall be effective unless admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in writing signed by the party having the right to enforce its rights in respect regular course of business, and that any enlargement, facsimile or further reproduction of such a breach, and no such waiver reproduction shall likewise be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party admissible in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial theretoevidence.
(g) Any and all prior and contemporaneous discussionsIn the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), undertakingswhether in writing, agreementsby telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on ANNEX E, and understandings the Escrow Agent may rely upon the confirmation of anyone purporting to be the parties with respect to the Option granted herein are merged in this Agreement, which alone fully person or persons so designated. The persons and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement telephone numbers for call-backs may be executed changed only in multiple counterparts, each of which shall constitute an original, a writing actually received and all of which, taken together, shall constitute a single instrument
acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parent or the Shareholders' Agent to identify (i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturdaybeneficiary, Sunday(ii) the beneficiary's bank, or statutory holiday (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sundaybeneficiary being paid, or statutory holiday in such location.the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. Counterpart Signature Page Escrow Agreement
Appears in 1 contract
Additional Terms. 1. Neither party may use the other's name in trademark, tradenames or other proprietary identifying symbols without the prior written approval of the other party.
2. Any notice and similar communications concerning this Agreement ("Notice") shall be in writing, and may be (a) This Agreement shall be binding upon and inure delivered in person, or (b) sent to the benefit of Grantor other party by (i) registered mail (with return receipt requested), (ii) facsimile (electronically confirmed and followed up immediately by regular mail), or (iii) electronic mail (followed up immediately by regular mail). Notices will be delivered or sent to the following addresses or to such other address as either party may hereafter establish by notice given in the manner prescribed in this paragraph: (i) if to Customer: to the relevant billing address, and (ii) if to FLOW: Attention: -VP, Marketing at ▇ - ▇ ▇▇▇▇▇▇▇ and their respective successors and assigns▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇. Grantee shall have Notwithstanding the right above, FLOW may give notice to Customer (other than with respect to breach, default, suspension or termination) by including appropriate notification in Customer's monthly invoice. A Notice will be considered given when delivered in the manner prescribed in this paragraph.
3. The Customer may not resell the Service or otherwise assign or transfer this Agreement and/or to designate a person to receive or any conveyance rights or obligations without the prior written consent of FLOW.
4. In the event that one or more of the Property pursuant provisions herein is for any reason held to be illegal or unenforceable, this Agreement will be revised only to the extent necessary to make such provision(s) legal and enforceable; provided, however, that this Agreement as revised is consistent with the parties' original intent.
5. Neither party's failure to insist upon strict performance of the terms of this Agreement or to exercise any rights or remedies hereunder shall waive any of its rights to require strict performance of such terms, to assert any of the same rights, or to rely on any such terms any time thereafter.
6. This Agreement is made in, governed by and subject to the laws and the jurisdiction of the Courts of Jamaica.
7. The Customer agrees that it may only make a claim or sue in relation to the Service if such claim or suit is brought within one (1) year after the cause of action arises and that such claim or cause of action will be barred thereafter.
8. FLOW and the Customer are independent contracting parties, and this Agreement will not constitute the parties as principal and agent, partners, joint venturers, or employer and employee.
9. No Customer purchase orders or similar documents will vary or add to the terms of this Agreement.
(b) Grantor acknowledges that 10. This Agreement constitutes the EV Charging Equipment is entire understanding of the parties with respect to the subject to a Security Agreement between Grantor matter hereof, and Grantee of near it supersedes all prior or even date herewith securingcontemporaneous oral or written agreements, in part, Grantor’s obligations under this Option Agreementunderstandings and representations.
(c) All notices pursuant to this Agreement11. FLOW may, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases upon reasonable notice to the address set forth Customer, vary these terms and conditions and the Customer will be bound by such variation if the Customer uses the Service thereafter.
12. Notice to Customers may be published in a daily newspaper circulated in the preamble island, by radio announcement, by notices placed in our Business Offices or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivereddealer locations, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such noticeon our website at ▇▇▇.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions▇▇▇▇▇▇▇▇▇▇▇▇.
(e) ▇▇/▇▇▇▇▇▇▇ agrees or sent by email or voice mail messages to execute, acknowledge, and deliver a Memorandum of Option Customer Line or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission contact given on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial theretoApplication Form.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Adsl Terms & Conditions
Additional Terms. (a) A. Colorado law governs this Agreement. This Agreement is the entire agreement between the Parties and there are no oral or collateral agreements or understandings. This Agreement may only be amended by a document signed by the Parties. Course of conduct, no matter how long, shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant not constitute an amendment to this Agreement. If any provision is held invalid or unenforceable, to be effective, all other provisions shall be continue in writing full force and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by noticeeffect. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver Waiver of a breach of this Agreement shall not operate or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course breach of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) . This Agreement is not assignable. This Agreement shall become effective only after both Grantor inure to the benefit of and ▇▇▇▇▇▇▇ have executed be binding upon the Parties and delivered their legal representatives, and successors. This Agreement is not intended to, and shall not, confer rights on any person or entity not named as a party to this Agreement. This Agreement may be executed in multiple counterpartsseveral counterparts and by electronic PDF, each of which shall constitute be deemed an original, original and all of which, taken together, which shall constitute a single one and the same instrument.
(i) If the last day upon which performance would otherwise be B. Any notice or other communication required or permitted under this Agreement is shall be in writing and shall be hand delivered or if any deadline under this Agreement falls on a Saturdaysent by certified/registered mail, Sundayreturn receipt requested, to the address below, or statutory holiday at another address previously furnished in writing to the other Party pursuant to this provision. A notice or communication sent by certified/registered mail is deemed given when deposited in the State mail. Owner Owner Contractor Town of Maine▇▇▇▇▇▇ ERBM Recreation & Park District Attn: Town Administrator Attn: Executive Director ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Meeker, then CO 81641 Meeker, CO 81641
C. Unless otherwise expressly provided, any reference herein to days shall mean calendar days. All times stated in the time for performance Contract Documents are of the essence.
D. Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be extended in addition to the next day which is and not a Saturdaylimitation of duties, Sundayobligations, rights, and remedies otherwise imposed or statutory holiday available at law or in such locationequity.
Appears in 1 contract
Sources: Owner Contractor Agreement
Additional Terms. (a) This Agreement shall be binding upon and inure to (together with any Orders) constitutes the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement entire agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term concerning the subject matter hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and supersedes all prior and contemporaneous discussionsagreements and communications, undertakingswhether oral or written, agreementsbetween the parties relating to the subject matter hereof, and understandings all past courses of the parties with respect to the Option granted herein are merged dealing or industry custom. Except as otherwise set forth in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This no modification, amendment, or waiver of any provision of this Agreement shall become will be effective only after unless in a writing duly executed by authorized representatives of both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreementparties. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted All waivers by Oh Waiter under this Agreement is must be in writing or if later acknowledged by Oh Waiter in writing. Any waiver or failure by Oh Waiter to enforce any deadline under provision of this Agreement falls on one occasion will not be deemed a Saturdaywaiver by Oh Waiter of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, Sundaythat provision will be removed to the extent necessary to comply with the Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the Law, and the remaining provisions will remain in full force. Customer may not assign or transfer either this Agreement or any of its rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or statutory holiday other operation of law) without Oh Waiter’s prior written approval. Any assignment in violation of the State foregoing will be null and void. Oh Waiter may assign this Agreement to any party that assumes Oh Waiter’s obligations hereunder. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” No term of Mainethis Agreement will be construed to confer any third-party beneficiary rights on any non-party. The parties hereto are independent parties, then not agents, employees or employers of the time for performance shall be extended other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the next day which is not a Saturday, Sunday, or statutory holiday in such locationother.
Appears in 1 contract
Sources: Master Service Agreement
Additional Terms. You further acknowledge and agree as follows:
(a) This Agreement shall You expressly consent to be binding upon and inure to bound by the provisions of this letter agreement for the benefit of Grantor TJX, and ▇▇▇▇▇▇▇ any successor or assign of TJX (without the necessity that this letter agreement be re-signed). Your rights and their respective successors and assigns. Grantee shall have the right to assign obligations under this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreementletter agreement are not assignable.
(b) Grantor acknowledges that the EV Charging Equipment is Any payments made or to be made to you shall be subject to a Security Agreement between Grantor applicable tax and Grantee of near other required withholding (as determined by TJX) which we expect to be made under UK tax code 0T. The Employer shall not be liable for any additional taxes, or even date herewith securingany penalties or interest, in part, Grantor’s obligations under this Option Agreementwith respect to any amounts that may be payable to you hereunder.
(c) All notices pursuant The payments and benefits described in this letter agreement and in the Compromise Agreement are in complete satisfaction of any and all compensation and benefits due to you from the Employer, whether arising under the Employment Agreement or otherwise, in connection with your employment or the termination thereof, and, except as expressly provided under section 1 of this letter agreement or under the Compromise Agreement, nothing further is or will be owed to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received you by the party to receive such noticeEmployer.
(d) This letter agreement, together with the Compromise Agreement, sets forth the entire agreement between you and TJX (and between you and the Employer), and supersedes the Employment Agreement and all prior and contemporaneous communications, agreements and understandings, written or oral, between you and TJX (and between you and the Employer), with respect to the subject matter hereof. This letter agreement may not be modified or amended, and no breach shall be governed deemed to be waived, unless agreed to in writing by you and construed in accordance with an expressly authorized officer of TJX. Provisions of this letter agreement shall survive the laws termination of your employment and termination of the State Compromise Agreement, and shall survive if otherwise necessary or desirable to accomplish the purpose of Maine without regard or reference to its conflicts of law other surviving provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum The provisions of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breachthis letter agreement are severable, and no such waiver breach of any provision of this letter agreement by the Employer, or any other claimed breach of contract or violation of law, shall operate to excuse your obligation to fulfill the requirements of sections 2, 3, 4, 5, 6 and 7 hereof. The restrictions contained in each section and subsection of this letter agreement shall be construed as a waiver separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions. If any subsequent breach. No course provision of dealing this letter agreement should, for any reason, be held invalid or delay or omission on the part of unenforceable in any party in exercising respect, it shall not affect any right or remedy shall operate other provisions (except as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreementsprovided under section 1), and understandings of the parties with respect shall be construed by limiting it so as to be enforceable to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreementmaximum extent permissible by law.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Additional Terms. 16. Upon execution of this Settlement Agreement, the Respondents shall provide the District with their Taxpayer Identification Number (a) TIN).
17. This Settlement Agreement shall be binding upon considered effective and inure fully executed on the Effective Date. This Settlement Agreement may be executed in counterparts, and an electronic, facsimile or .pdf signature shall be deemed to be, and shall have the same force and effect, as an original signature. Copies of signature pages transmitted electronically shall have the same effect as originals of those signature pages.
18. This Settlement Agreement represents the full and complete terms of the settlement entered by the Parties. In any action undertaken by the Parties, neither prior versions of this Settlement Agreement nor prior versions of any of its terms may be introduced for any purpose whatsoever.
19. All notices by and between the Parties that are sent pursuant to this Settlement Agreement shall be provided to the benefit following address via first class and electronic mail, unless a different address is specified in writing by the party changing such address: Graham Lake Chief, Workers’ Rights and Antifraud Section Office of Grantor and the Attorney General ▇▇▇ ▇▇▇ ▇▇., ▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ and their respective successors and assigns▇▇▇▇▇, Esq. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securingChief Legal Officer Equinox ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, in part16th Floor New York, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) NY 10001 ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option▇▇.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Counsel for Respondents
20. Any failure by any party to this Settlement Agreement to insist upon the strict performance by any other party of any of the provisions of this Settlement Agreement shall not be deemed a waiver of any of the provisions of this Settlement Agreement, and such party, notwithstanding such failure, shall have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each the right thereafter to insist upon the specific performance of which shall constitute an original, any and all of whichthe provisions of this Settlement Agreement.
21. If any clause, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sundayprovision, or statutory holiday section of this Settlement Agreement shall, for any reason, be held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other clause, provision, or section of this Settlement Agreement and this Settlement Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable clause, section, or other provision had not been contained herein.
22. Nothing in this Settlement Agreement shall be construed as relieving Respondents of the obligation to prospectively comply with all state and federal laws, regulations, or rules, nor shall any of the provisions of this Settlement Agreement be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, or rules.
23. Respondents agree to instruct their managers having decision making authority with respect to the engagement of individuals working in the State District of Maine, then the time for performance shall be extended Columbia as to the next day which is subject matter of this Settlement Agreement.
24. Respondents shall not form a Saturday, Sunday, separate entity or statutory holiday corporation for the purpose of engaging in such locationacts or practices in whole or in part that are prohibited in this Settlement Agreement.
25. Respondents shall not knowingly permit third parties authorized by Respondents to act on its behalf to engage in practices that would be violative of this Settlement Agreement.
Appears in 1 contract
Sources: Settlement Agreement
Additional Terms. 13.1 Reseller may not assign or transfer this Agreement or any rights or obligations without the prior written consent of T-NET. An assignment shall be deemed to include any change of control of Reseller.
13.2 This Agreement is governed by and subject to the laws and the jurisdiction of the courts of the Commonwealth of Virginia.
13.3 In the event an action is brought by T-NET against Reseller to enforce this Agreement, in addition to any other remedy available to T-NET, Reseller shall reimburse T-NET for reasonable attorneys' fees and expenses of any kind or nature incurred in connection therewith.
13.4 Reseller shall not disclose the terms of this Agreement to any third party.
13.5 T-NET shall not be liable for, and is excused from, any failure or delay in performance that is due to acts of God, acts of civil or military authority, acts of the public enemy, war or threats of war, accidents, fires, explosions, earthquakes, floods, unusually severe weather, epidemics, or due to any other cause beyond its reasonable control.
13.6 Any notices and similar communications concerning this Agreement (a"Notice") shall be in writing, and shall be either (i) delivered in person, or (ii) sent to the other party by certified mail with return receipt requested or by facsimile, electronically confirmed and followed up immediately by regular mail. Notices shall be delivered or sent to the parties' respective addresses or to such other address as either party may hereafter establish by notice given in the [LOGO OF T-NET APPEARS HERE] GENERAL TERMS AND CONDITIONS FOR RESELLER AGREEMENTS manner prescribed in this paragraph. A Notice shall be considered given when delivered in the manner prescribed in this paragraph.
13.7 Neither party shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence or the terms of this Agreement without obtaining prior written approval from the other party. Reseller shall not use T-NET's or CWI's names, logos, trademarks, service marks or any variations thereof in any of its promotional, advertising or other materials. Reseller shall not represent to End Users or prospective End Users that such End Users would be CWI's or T-NET's customers or that they may obtain CWI or T-NET services from Reseller. Notwithstanding the above, Reseller may, however, include the following statement in an item of its promotional or other material provided that CWI has given its prior written approval to do so: "[Reseller's company name]'s service may utilize the Cable & Wireless, Inc. network".
13.8 T-NET and Reseller are independent contracting parties. This Agreement shall not constitute the parties as principal and agent, partners, joint ventures, or employer and employee. In no way shall this Agreement or the provision of the Services by T-NET to Reseller hereunder be binding upon and inure considered as T-NET's endorsement of Reseller or that Reseller is in any way acting as an authorized agent of or otherwise for T-NET.
13.9 Nothing in this Agreement shall limit T-NET's or CWI's ability to enter into any arrangements of any kind with any other entities with respect to the benefit resale of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee its services or to market any of its services to any entity.
13.10 T-NET shall have no obligation to provide any support to Reseller in the right marketing and reselling of the Services to assign End Users, including, but not limited to, making joint sales presentations or sales calls to End Users.
13.11 Reseller shall not use the Services in conjunction with the provision of communications services to any detention facility, including, but not limited to, any local, state or federal prisons.
13.12 This is a carrier-to-carrier agreement subject to (S)211 of the Communications Act of 1934, as amended. The Reseller is responsible for, and shall comply with, any and all legal and regulatory requirements with respect to the Reseller's resale of the Services, including those of the FCC and state public utility commissions. The Services are governed by this Agreement and/or and all Reseller obligations and CWI rights as set forth in the "General Rules and Regulations" section of CWI's interstate tariff, as may be amended by CWI in accordance with applicable laws and regulations. For the purpose of this provision, the "rights" of CWI shall also include T-NET.
13.13 T-NET's failure to designate a person to receive any conveyance insist upon strict performance of the Property pursuant terms of this Agreement or to exercise any rights or remedies hereunder shall not waive any of T-NET's rights to require strict performance of such terms, to assert any of the same rights, or to rely on any such terms any time thereafter.
13.14 In the event that one or more of the provisions herein shall for any reason be held to be illegal or unenforceable, this Agreement shall be revised only to the extent necessary to make such provision(s) legal and enforceable; provided, however, that this Agreement as revised is consistent with the parties' original intent.
13.15 No Reseller purchase order or similar document shall vary or add to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this 13.16 The Agreement, to be effective, shall be in writing these General Terms and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases Conditions Attachment to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledgeReseller Agreement, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver terms of any subsequent breach. No course of dealing documents attached hereto or delay or omission on referenced herein constitute the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings entire understanding of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an originalsubject matter hereof, and they supersede all of whichprior or contemporaneous oral or written agreements, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such locationunderstandings and representations.
Appears in 1 contract
Additional Terms. a. Neither party may use the other's name, trademarks, trade names or other proprietary identifying symbols without the prior written approval of the other party.
b. Any notice and similar communications concerning this Agreement ("Notice") will be in writing, and will be considered given when either:
(i) Delivered in person; or
(ii) Sent to the other party by
(a) certified mail (with return receipt requested); or
(b) facsimile (electronically confirmed and followed up immediately by regular mail); or
(c) electronic mail (followed up immediately by regular mail).
c. Notices will be delivered or sent to the following addresses or to such other address as either party may hereafter establish by notice given in the manner prescribed above:
i. If to the Customer: Name & Title: Customer’s Address: Contact Phone Number: Contact E-mail Address:
ii. If to ACT: ▇▇▇▇▇ ▇▇▇▇▇, General Manager ACT ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ph. (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Notwithstanding the above, ACT may give notice to the Customer (other than with respect to breach, default, suspension or termination) by including appropriate notification in the Customer's monthly invoice.
d. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent may not be unreasonably withheld; except that either party, upon written notice to the other, may assign its rights and obligations to its affiliates provided that such an affiliated assignee has the financial, technical and management capacity to perform all of the assignor's obligations hereunder.
e. This Agreement shall will be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective the successors and assigns. Grantee shall have permitted assigns of the right parties.
f. In the event that one or more of the provisions herein is for any reason held to assign be illegal or unenforceable, this Agreement and/or will be revised only to designate a person the extent necessary to receive any conveyance make such provision(s) legal and enforceable; provided, however, that this Agreement as revised is consistent with the parties' original intent.
g. Either party's failure to insist upon strict performance of the Property pursuant to the terms of this AgreementAgreement or to exercise any rights or remedies hereunder shall not waive any of its rights to require strict performance of such terms, to assert any of the same rights, or to rely on any such terms any time thereafter.
h. Confidential Information and Property (b“Confidential Information”) Grantor acknowledges that the EV Charging Equipment is subject shall mean any and all business, technical or third-party information (including but not limited to a Security Agreement between Grantor marketing plans, financial data, specifications, drawings, sketches, models, samples, computer programs, or documentation) marked as confidential or proprietary and Grantee of near provided, disclosed or even date herewith securing, in part, Grantor’s obligations made accessible under this Option Agreement. The parties shall restrict access to the Confidential Information to employees or agents who have a “need to know.” The parties, employees or agents, shall not disclose the Confidential Information to any third party and shall treat the Confidential Information in the same way it treats its own Confidential Information of like kind. This provision will not apply to information which is in the public domain, is previously known to the receiving party without obligation of confidentiality, is independently developed by the receiving party or is obtained by the receiving party from a third party that does not have an obligation to keep the information confidential. The parties will not make any copies of the Confidential Information and will not remove any property from the other party’s premises without prior approval.
i. The Parties hereto and all sub-contractors of either Party shall obtain and maintain during the term hereof the following insurances as evidenced by a valid Certificate of Insurance delivered to each Party prior to commencement of work.
i) Comprehensive commercial general liability coverage naming the other Party as an additional insured and that protects both Parties against liability: (c1) All notices pursuant because of bodily injuries to or the death of a person in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (2) because of damage to or destruction of any property, including any property at or near the project site in an amount not less than $2,000,000. The coverage provided by this section shall also provide: i) Contractual liability coverage satisfactory to both Parties with respect to liability assumed by either Party in the indemnity provisions contained in this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed Workers' Compensation insurance in statutory minimums imposed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any Wyoming law. Proof of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance good standing with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, Wyoming Workers' Safety and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof Compensation Division shall be effective unless made in writing signed by provided at the party having the right to enforce its rights in respect request of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.either Party;
Appears in 1 contract
Sources: Master Service Agreement
Additional Terms. (a) This Agreement shall be binding upon and inure to The Pledgor agrees that the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee Bank, after Default, shall have full and irrevocable right, power and authority, to collect, withdraw or receipt for all amounts due or to become due and payable upon, in connection with, or relating to, the right Pledged Security, to assign this Agreement and/or execute any withdrawal receipts respecting the Pledged Security, and to designate a person to receive any conveyance endorse the name of the Property pursuant Pledgor on any or all documents, instruments or commercial paper given in payment thereof, and at the Bank’s discretion to take any other action, including, without limitation, the terms transfer of this Agreementany Pledged Security into the Bank’s own name or the name of any nominee for the Bank, which the Bank may deem necessary or appropriate to preserve or protect the Bank’s interest in any of the Pledged Security.
(b) Grantor acknowledges Unless a Default (as hereinafter defined) shall have occurred, the Pledgor shall be entitled to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast, no consent, waiver or ratification shall be given and no action shall be taken by the EV Charging Equipment is subject Pledgor which would violate or be inconsistent with any of the terms of the Loan Agreement, the Note or this Pledge Agreement, or which would have the effect of impairing the position or interests of the Pledgor or any holder of the Note. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall cease upon the occurrence of a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option AgreementDefault.
(c) All notices pursuant to this AgreementUnless a Default shall have occurred, to be effective, shall be in writing all dividends and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights distributions payable in respect of such a breach, and no such waiver the Pledged Security shall be construed as paid to the Pledgor. Upon the occurrence of a waiver of any subsequent breachDefault, all such dividends and other distributions and payments shall be paid to the Bank. No course of dealing or delay or omission on the part of any party After a Default shall have occurred, all such amounts paid in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings respect of the parties with respect Pledged Security shall, until paid or delivered to the Option granted herein are merged Bank, be held in this Agreement, which alone fully and completely expresses their entire agreementtrust for the benefit of the Bank as additional Pledged Security to secure the Obligations.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Pledge and Security Agreement (Corus Bankshares Inc)
Additional Terms. (a) The parties hereto further agree to the following terms.
1. This Agreement Amendment shall be binding upon effective solely for the specific purpose for which it is given and inure shall not create a course of dealing between the parties in any respect. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Purchaser under the Agreement, any Participation Agreement, or any other Transaction Document. Except for the amendments to the benefit of Grantor Agreement expressly set forth herein (and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have as the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effectiveas amended hereby, is incorporated by reference into each Participation Agreement), the Agreement, each Participation Agreement and each other Transaction Document shall be remain unchanged and in writing full force and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given effect in accordance with their respective terms and are hereby ratified and confirmed in all respects.
2. Upon and after the effectiveness of this paragraph shall be deemed given when delivered Amendment, each reference in the Agreement to such address if hand delivered“this Agreement”, “hereunder”, “herein”, “hereof” or when deposited with words of like import referring to the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given Agreement, and each reference in any Participation Agreement or any other manner if such written notice is actually received by Transaction Document to “the party Receivables Purchase Agreement”, “the Amended and Restated Receivables Purchase Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to receive such noticethe Agreement, shall mean and be a reference to the Agreement as modified and amended hereby.
(d) 3. This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledgeAmendment, and deliver a Memorandum of Option or the terms and provisions hereof, the Agreement (as amended hereby) and the other informational filing as may be requested by Grantee for purposes of recording public notice of Transaction Documents (after giving effect to this Amendment) constitute the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by entire understanding and agreement between the parties hereto. No waiver of a breach hereto or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties thereto with respect to the Option granted herein are merged subject matter hereof and thereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written. The terms and provisions of this Amendment shall prevail over any conflicting terms of any other Transaction Document.
4. Each of Parent and Kyndryl, on behalf of itself and each other Seller, hereby (i) reaffirms its obligations under each Transaction Document to which it is a party after giving effect to the terms and provisions of this Amendment and (ii) ratifies and reaffirms the validity, enforceability, perfection and first priority ownership interest of the Purchaser in, to and under each Purchased Receivable transferred pursuant to the Agreement or any Participation Agreement, as applicable.
5. If any provision in this AgreementAmendment shall be invalid, which alone fully illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and completely expresses their entire agreementthe validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6. SECTIONS 13.9, 13.10 AND 13.11 OF THE AGREEMENT (hGOVERNING LAW, SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this AgreementARE HEREBY INCORPORATED HEREIN MUTATIS MUTANDIS AS IF SET FORTH IN FULL HEREIN.
7. This Agreement Amendment may be executed in multiple any number of counterparts and by different parties hereto in separate counterparts, each of which which, when executed and delivered, shall constitute be deemed to be an original, and all of which, taken together, shall constitute a single instrument
(i) If but one and the last day upon which performance would otherwise be required same agreement. Delivery of an executed counterpart of this Amendment by facsimile or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State other electronic method of Maine, then the time for performance transmission shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.equally effective as delivery of an original executed counterpart of this Amendment.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Kyndryl Holdings, Inc.)
Additional Terms. (a) This Agreement shall may not be binding upon and inure to modified except by the benefit written agreement of Grantor and ▇▇▇the parties, provided that ▇▇▇▇ and their respective successors and assigns. Grantee shall have reserves the right to assign make reasonable updates to applicable Guidelines referenced in this Agreement and/or at any time by providing reasonable notice to designate Client under the circumstances. The waiver by ▇▇▇▇ of a person breach of any provision of this Agreement by Client will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is held by any court of competent jurisdiction to receive any conveyance be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. The parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, franchisee-franchisor relationship, partnership, or joint venture between the parties. Neither party is an agent of the Property pursuant other and neither party is authorized to make any representation, contract, or commitment on behalf of the terms other party. No term of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject Agreement will be construed to a Security confer any third-party beneficiary rights on any non-party. Client may not assign, delegate or transfer, by operation of law or otherwise, this Agreement between Grantor and Grantee or any of near its rights or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) Agreement without LENA’s prior written consent. Any such assignment, delegation or transfer in violation of this Section will be null and void. All notices pursuant to notices, consents, and approvals under this Agreement, to Agreement must be effective, shall be delivered in writing and shall be (i) hand delivered; or (ii) mailed by certified electronic mail, courier, electronic facsimile, or certified or registered mail, (postage prepaid, prepaid and return receipt requested; or (iii) sent by overnight courier, in any of such cases to the other party at the address for each party first set forth above, and will be effective upon receipt or 3 business days after being deposited in the preamble or to such other address(es) as a mail, whichever occurs sooner. Either party may designate change its address by noticegiving notice of the new address to the other party. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall will be governed by and construed interpreted in accordance with the laws of the State of Maine Alabama U.S.A. without regard or reference to its conflicts choice of law provisions.
(e) ▇▇▇▇▇▇▇ agrees law. The parties irrevocably submit to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice the exclusive jurisdiction of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by United States District Court for the parties hereto. No waiver Northern District of a breach or term hereof shall be effective unless made in writing signed by Alabama and the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings courts of the parties with respect State of Alabama, each sitting in Huntsville, Alabama, for all litigation relating to the Option granted herein are merged in this Agreement. If any litigation should arise relating to this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday non-prevailing party in such locationlitigation shall pay the court costs and reasonable attorneys' fees of the prevailing party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable Law. The words “include,” “includes” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” EXHIBIT A EXHIBIT B
Appears in 1 contract
Sources: Lena Start Program Agreement
Additional Terms. (a) This Agreement shall be binding upon and inure to The Pledgor agrees that the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee Bank shall have full and irrevocable right, power and authority to collect, withdraw or receipt for all amounts due or to become due and payable upon, in connection with, or relating to, the right Pledged Security, to assign this Agreement and/or execute any withdrawal receipts respecting the Pledged Security, and to designate a person to receive any conveyance endorse the name of the Property pursuant Pledgor on any or all documents, instruments or commercial paper given in payment thereof, and at the Bank’s discretion to take any other action, including, without limitation, the terms transfer of this Agreementany Pledged Security into the Bank’s own name or the name of any nominee for the Bank, which the Bank may deem necessary or appropriate to preserve or protect the Bank’s interest in any of the Pledged Security.
(b) Grantor acknowledges Unless a Default (as hereinafter defined) shall have occurred, the Pledgor shall be entitled to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast, no consent, waiver or ratification shall be given and no action shall be taken by the EV Charging Equipment is subject Pledgor which would violate or be inconsistent with any of the terms of the Note or this Pledge Agreement, or which would have the effect of impairing the position or interests of the Pledgor or any holder of the Note. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall cease upon the occurrence of a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option AgreementDefault.
(c) All notices pursuant to this AgreementUnless a Default shall have occurred, to be effectiveall dividends and other distributions as described in Paragraph 1(e)-(g), shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights payable in respect of such a breach, and no such waiver the Pledged Security shall be construed as paid to the Pledgor. Upon the occurrence of a waiver of any subsequent breachDefault, all such dividends and other distributions and payments shall be paid to the Bank. No course of dealing or delay or omission on the part of any party After a Default shall have occurred, all such amounts paid in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings respect of the parties with respect Pledged Security shall, until paid or delivered to the Option granted herein are merged Bank, be held in this Agreement, which alone fully and completely expresses their entire agreementtrust for the benefit of the Bank as additional Pledged Security to secure the Obligations.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Pledge and Security Agreement (First Oak Brook Bancshares Inc)
Additional Terms. (a) This Agreement shall a. You acknowledge that any actual or threatened breach of Section 2, 3 or 5 will constitute immediate and irreparable harm to DigitalGlobe for which monetary damages would be binding an inadequate remedy. Therefore, without limiting any other remedy available at law or in equity, upon any such breach or any threat thereof, DigitalGlobe will be entitled to seek injunctive relief against You as remedy for such breach. To the fullest extent not prohibited by applicable law, any action brought for such relief may be brought by DigitalGlobe upon ex parte application and inure without notice or posting of any bond, and You expressly waive any requirement for notice or the posting of any bond. If any action is brought to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorney’s fees, court costs, and other collection expenses, in addition to any other relief it may receive.
b. Failure to require performance of any provision of this Agreement does not waive DigitalGlobe's right to subsequently require full and proper performance of such provision. If any provision of this Agreement is determined to be effectiveinvalid or unenforceable, such provision will to the extent possible be deemed amended by limiting and reducing it to the minimum extent necessary to make such provision valid and enforceable and the remaining provisions of this Agreement shall continue to be in writing valid and shall enforceable and will be (i) hand delivered; liberally construed to carry out the provisions and intent hereof. The invalidity or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given provision in any other manner if jurisdiction, nor will the invalidity or unenforceability of any provision of this Agreement with respect to any person affect the validity or enforceability of such written notice is actually received by the party provision with respect to receive such noticeany other person.
c. Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by You (dby operation of law or otherwise) without the prior written consent of DigitalGlobe. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Any attempted assignment or transfer in violation of the foregoing will be null and void.
d. This Agreement shall be governed by and construed in accordance with the laws of the State of Maine Colorado, U.S.A., without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice principles that would require the application of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver laws of any subsequent breachother state or jurisdiction. No course The United Nations Convention on Contracts for the International Sale of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect Goods does not apply to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Any action or proceeding arising from or relating to this Agreement may must be executed brought in multiple counterpartsthe federal courts or state courts for Boulder County, each of which shall constitute an originalColorado, and all each party irrevocably submits to the jurisdiction and venue of which, taken together, shall constitute a single instrumentany such court in any such action or proceeding.
(i) If the last day upon which performance would otherwise be required or permitted under e. Any notices to DigitalGlobe relating to this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended in writing and delivered by personal delivery or U.S. certified mail (return receipt requested) to the next day which is not a Saturday, Sunday, or statutory holiday in such location.address provided below and will be
Appears in 1 contract
Sources: End User License Agreement
Additional Terms. (a) A. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of bbB. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
B. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
C. No delay or failure by bbB in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. The rights and remedies of bbB are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.
E. This Agreement shall be binding upon deemed a mutual agreement and inure to shall not be construed and/or interpreted in favor or against either party on the benefit basis of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance preparation of the Property pursuant to Agreement.
F. All information including, without limitation, the terms of this Agreement.
, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securingdisclosed in published materials, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases generally known to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand deliveredpublic, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) lawfully obtained from any third party not having any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
G. bbB reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days written notice through the Network Service (via the “Replace” option) with effect from the 8th day (or such later date as specified by bbB) to Publisher. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, and Affiliate Program rules. If any modification is unacceptable to Publisher, Publisher’s sole recourse is to terminate this Agreement. Publisher’s continued participation in the Program by accepting the newly offered Program Term with new terms and conditions for this Agreement constitutes Publishers binding acceptance to the change.
H. This Agreement shall be governed by and construed in accordance with the laws of the State state of Maine without regard or reference to New Jersey, except for its conflicts conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts of New Jersey located in Elizabeth, NJ or in the federal courts in Newark, NJ. Publisher consents to such venue and jurisdiction.
(e) ▇▇▇▇▇▇▇ agrees I. Official notices to executebbB should be sent by reputable overnight courier service or by certified mail, acknowledgereturn receipt requested, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.to:
Appears in 1 contract
Sources: Affiliate Agreement
Additional Terms. (a1) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent's own negligence, bad faith or willful misconduct.
(2) Each of the parties hereby absolutely and irrevocably consent and submit to the jurisdiction of the courts in Delaware and of any Federal court located in Delaware in connection with any actions or proceedings brought against any of the parties (or each of them) by the Escrow Agent arising out of or relating to this Escrow Agreement. In any such action or proceeding, the parties each hereby absolutely and irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives personal service of any summons, complaint, declaration or other process, and (iii) agrees that the service thereof may be made by certified or registered first-class mail directed to such party, as the case may be, at their respective addresses in accordance with Section 10 hereof.
(3) The Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.
(4) This Escrow Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ respective parties hereto and their respective heirs, executors, successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d5) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Escrow Agreement may not be modified, waived, altered or amended except in a writing signed by modified without the express written consent of the parties hereto. No waiver course of a breach or term hereof conduct shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as constitute a waiver of any subsequent breachof the terms and conditions of this Escrow Agreement, unless such waiver is specified in writing, and then only to the extent so specified. No course of dealing or delay or omission on the part A waiver of any party in exercising any right or remedy terms and conditions of this Escrow Agreement on one occasion shall operate as not constitute a waiver thereof of the other terms of this Escrow Agreement, or otherwise be prejudicial theretoof such terms and conditions on any other occasion.
(g6) Any The parties agree that this Escrow Agreement and all prior and contemporaneous discussionsdocuments relating thereto, undertakingsincluding, agreementswithout limitation, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If consents, waivers and modifications which may hereafter be executed, and (ii) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process and shall be admissible in evidence as the last day upon which performance would otherwise be required original itself in any judicial or permitted under this Agreement administrative proceeding, whether or not the original is in existence and whether or if any deadline under this Agreement falls on not such reproduction was made by a Saturday, Sunday, or statutory holiday party in the State regular course of Mainebusiness, then the time for performance and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be extended to the next day which is not a Saturday, Sunday, or statutory holiday admissible in such locationevidence.
Appears in 1 contract
Additional Terms. (a) This Agreement shall be binding upon and inure Subject to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee Treasury Regulation Section 54.4975-7(b)(5), Pledgor agrees that Bank shall have the right full and irrevocable right, power and authority to assign this Agreement and/or to designate a person to collect, withdraw or receive any conveyance and all amounts due or to become due and payable upon, in connection with, or relating to, the Pledged Security, to execute any withdrawal receipts respecting the Pledged Security and to endorse the name of Pledgor on any or all documents, instruments or commercial paper given in payment thereof, and at Bank’s discretion to take any other action, including, but not limited to, the transfer of any Pledged Security into Bank’s own name or the name of any nominee for Bank, which Bank may reasonably deem necessary or appropriate to preserve or protect Bank’s interest in any of the Property pursuant to the terms of this AgreementPledged Security.
(b) Grantor acknowledges With respect to each Loan, unless a Default shall have occurred, Pledgor shall be entitled to vote any and all shares of the Pledged Stock securing such Loan and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast, no consent, waiver or ratification shall be given and no action shall be taken by Pledgor that would violate or be inconsistent with any of the EV Charging Equipment is subject terms of the Loan Agreement, the Note or this Pledge Agreement, or that would have the effect of impairing the position or interests of Pledgor or any holder of the Note. Subject to Treasury Regulation Section 54.4975-7(b)(5), with respect to each Loan, all such rights of Pledgor to vote and to give consents, waivers and ratifications shall cease (with respect to the applicable Pledged Stock) upon the occurrence of a Security Agreement between Grantor Default under such Loan, and Grantee thereafter only Bank (or its nominees) shall be entitled to exercise all such rights with respect to the Pledged Stock securing such Loan (irrespective of near whether transferred into the name of Bank or even date herewith securing, in part, Grantor’s obligations under this Option Agreementits nominees).
(c) All notices pursuant With respect to this Agreementeach Loan, to be effectiveunless a Default shall have occurred, shall be in writing all dividends and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights distributions payable in respect of the Pledged Security securing such a breach, and no such waiver Loan shall be construed as paid to Pledgor. With respect to each Loan, upon the occurrence of a waiver of any subsequent breach. No course of dealing or delay or omission Default, all such dividends and other distributions and payments on the part of any party in exercising any right Pledged Security securing such Loan shall be paid to only to Bank (or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussionsits nominees). Subject to Treasury Regulation Section 54.4975-7(b)(5), undertakings, agreements, and understandings of the parties with respect to each Loan, after a Default shall have occurred, all such amounts paid in respect of the Option granted herein are merged Pledged Security securing such Loan shall, until paid or delivered to Bank, be held in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each trust for the benefit of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If Bank as additional Pledged Security to secure the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended Obligations relating to the next day which is not a Saturday, Sunday, or statutory holiday in specific Loan secured by such locationPledged Security.
Appears in 1 contract
Sources: Esop Pledge and Security Agreement (Gold Banc Corp Inc)
Additional Terms. (a) The parties hereto further agree to the following terms.
1. This Agreement Amendment shall be binding upon effective solely for the specific purpose for which it is given and inure shall not create a course of dealing between the parties in any respect. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Purchaser under the Agreement, any Participation Agreement, or any other Transaction Document. Except for the amendments to the benefit of Grantor Agreement expressly set forth herein (and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have as the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effectiveas amended hereby, is incorporated by reference into each Participation Agreement), the Agreement, each Participation Agreement and each other Transaction Document shall be remain unchanged and in writing full force and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given effect in accordance with their respective terms and are hereby ratified and confirmed in all respects.
2. Upon and after the effectiveness of this paragraph shall be deemed given when delivered Amendment, each reference in the Agreement to such address if hand delivered“this Agreement”, “hereunder”, “herein”, “hereof” or when deposited with words of like import referring to the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given Agreement, and each reference in any Participation Agreement or any other manner if such written notice is actually received by Transaction Document to “the party Receivables Purchase Agreement”, “the Amended and Restated Receivables Purchase Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to receive such noticethe Agreement, shall mean and be a reference to the Agreement as modified and amended hereby.
(d) 3. This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledgeAmendment, and deliver a Memorandum of Option or the terms and provisions hereof, the Agreement (as amended hereby) and the other informational filing as may be requested by Grantee for purposes of recording public notice of Transaction Documents (after giving effect to this Amendment) constitute the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by entire understanding and agreement between the parties hereto. No waiver of a breach hereto or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties thereto with respect to the Option granted herein are merged subject matter hereof and thereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written. The terms and provisions of this Amendment shall prevail over any conflicting terms of any other Transaction Document.
4. Each of Parent and Kyndryl, on behalf of itself and each other Seller, hereby (i) reaffirms its obligations under each Transaction Document to which it is a party after giving effect to the terms and provisions of this Amendment and (ii) ratifies and reaffirms the validity, enforceability, perfection and first priority ownership interest of the Purchaser in, to and under each Purchased Receivable transferred pursuant to the Agreement or any Participation Agreement, as applicable.
5. If any provision in this AgreementAmendment shall be invalid, which alone fully illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and completely expresses their entire agreementthe validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6. SECTIONS 13.9, 13.10 AND 13.11 OF THE AGREEMENT (hGOVERNING LAW, SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this AgreementARE HEREBY INCORPORATED HEREIN MUTATIS MUTANDIS AS IF SET FORTH IN FULL HEREIN.
7. This Agreement Amendment may be executed in multiple any number of counterparts and by different parties hereto in separate counterparts, each of which which, when executed and delivered, shall constitute be deemed to be an original, and all of which, taken together, shall constitute a single instrument
(i) If but one and the last day upon which performance would otherwise be required same agreement. Delivery of an executed counterpart of this Amendment by facsimile or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State other electronic method of Maine, then the time for performance transmission shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such locationequally effective as delivery of an original executed counterpart of this Amendment.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Kyndryl Holdings, Inc.)
Additional Terms. (a) This Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign Except as expressly set forth in this Agreement, this Agreement and/or to designate may be amended or modified only by a person to receive writing signed by both parties. Neither this Agreement nor any conveyance of the Property pursuant to the terms of Your rights or obligations under this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near may be assigned, delegated, or even date herewith securingotherwise transferred, in whole or in part, Grantorby operation of law or otherwise, by You without GBM’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by noticeexpress prior written consent. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand deliveredattempted assignment, delegation, or when deposited with transfer in violation of the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided hereinforegoing will be null and void. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be is governed by and construed in accordance with the laws of the State of Maine Colorado without regard or reference to its conflicts any conflict of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice laws principles that would require the application of the Option.
(f) This laws of any other jurisdiction. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado for any suit or action arising from or related to this Agreement. If any provision of this Agreement may not is, for any reason, held to be modifiedinvalid or unenforceable, waived, the other provisions of this Agreement will be unimpaired and the invalid or amended except in a writing signed unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by the parties heretolaw. No The waiver by GBM of a breach of any provision of this Agreement by You shall not operate or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any other or subsequent breachbreach by You. No course This Agreement constitutes the entire agreement between the parties relating to this subject matter (i.e., the license to the ESG Guiding Principles granted to You) and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. For the avoidance of dealing doubt, this Agreement does not supersede any Contributor Confirmation Agreement entered into by and between You and GBM. The words “include,” “includes,” and “including” mean “include,” “includes,” or delay “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or omission on employers of the part of any other or joint venturers, and neither party in exercising acquires hereunder any right or remedy shall operate as a waiver thereof ability to bind or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings enter into any obligation on behalf of the parties with respect other. The ESG Guiding Principles or ESG Webpage may contain links to third-party sites that are not under the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreementcontrol of GBM. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement GBM is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.not
Appears in 1 contract
Additional Terms. (a) A. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of BBBY. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
B. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
C. No delay or failure by BBBY in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. The rights and remedies of BBBY are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.
E. This Agreement shall be binding upon deemed a mutual agreement and inure to shall not be construed and/or interpreted in favor or against either party on the benefit basis of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance preparation of the Property pursuant to Agreement.
F. All information including, without limitation, the terms of this Agreement.
, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securingdisclosed in published materials, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases generally known to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand deliveredpublic, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) lawfully obtained from any third party not having any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
G. BBBY reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days written notice through the Network Service (via the “Replace” option) with effect from the 8th day (or such later date as specified by BBBY) to Publisher. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, and Affiliate Program rules. If any modification is unacceptable to Publisher, Publisher’s sole recourse is to terminate this Agreement. Publisher’s continued participation in the Program by accepting the newly offered Program Term with new terms and conditions for this Agreement constitutes Publishers binding acceptance to the change.
H. This Agreement shall be governed by and construed in accordance with the laws of the State state of Maine without regard or reference to New Jersey, except for its conflicts conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts of New Jersey located in Elizabeth, NJ or in the federal courts in Newark, NJ. Publisher consents to such venue and jurisdiction.
(e) ▇▇▇▇▇▇▇ agrees I. Official notices to executeBBBY should be sent by reputable overnight courier service or by certified mail, acknowledgereturn receipt requested, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.to:
Appears in 1 contract
Sources: Affiliate Agreement
Additional Terms. (a) A. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of OKL. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
B. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
C. No delay or failure by OKL in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. The rights and remedies of OKL are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.
E. This Agreement shall be binding upon deemed a mutual agreement and inure to shall not be construed and/or interpreted in favor or against either party on the benefit basis of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance preparation of the Property pursuant to Agreement.
F. All information including, without limitation, the terms of this Agreement.
, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securingdisclosed in published materials, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases generally known to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand deliveredpublic, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) lawfully obtained from any third party not having any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
G. OKL reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days written notice through the Network Service (via the “Replace” option) with effect from the 8th day (or such later date as specified by OKL) to Publisher. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, and Affiliate Program rules. If any modification is unacceptable to Publisher, Publisher’s sole recourse is to terminate this Agreement. Publisher’s continued participation in the Program by accepting the newly offered Program Term with new terms and conditions for this Agreement constitutes Publishers binding acceptance to the change.
H. This Agreement shall be governed by and construed in accordance with the laws of the State state of Maine without regard or reference to New Jersey, except for its conflicts conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts of New Jersey located in Elizabeth, NJ or in the federal courts in Newark, NJ. Publisher consents to such venue and jurisdiction.
(e) ▇▇▇▇▇▇▇ agrees I. Official notices to executeOKL should be sent by reputable overnight courier service or by certified mail, acknowledgereturn receipt requested, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.to:
Appears in 1 contract
Sources: Affiliate Agreement
Additional Terms. (a) With the exception of any monetary obligations under this Agreement, neither party will be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental body, war or national emergency, riots or insurrection, epidemic, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control. This Agreement shall be binding upon includes the DPA, the SLA, and inure to each Order entered into by the benefit parties, each of Grantor which is incorporated in and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate made a person to receive any conveyance of the Property pursuant to the terms part of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by represents the entire understanding and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of agreement between the parties with respect to the Option granted herein are merged in subject matter of this Agreement and supersedes any and all oral or written agreements or understandings, whether written or verbal, between the parties as to the subject matter of the Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇. ▇▇▇▇ have executed reserves the right, in its sole discretion, to change, modify, add or remove portions of this Agreement, at any time. It is Customer’s responsibility to check this Agreement periodically for changes. Your continued use of the Platform and delivered Services following the posting of changes will mean that you accept and agree to the changes. Customer may not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Juno. Any purported assignment in breach of the foregoing will be null and void. This Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement confers upon any other person or entity any legal or equitable right whatsoever to enforce any provision of this Agreement. This The waiver of a breach of any provision of this Agreement may will not operate or be executed in multiple counterparts, each interpreted as a waiver of which shall constitute an originalany other or subsequent breach. The parties are independent contractors, and all nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Neither party is an agent of whichthe other and neither party is authorized to make any representation, taken togethercontract, shall constitute a single instrument
(i) or commitment on behalf of the other party. If the last day upon which performance would otherwise be required or permitted under any provision of this Agreement is held by an arbitrator or if any deadline a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law and the remaining provisions of this Agreement falls will continue in full force and effect. No term of this Agreement will be construed to confer any third-party beneficiary rights on a Saturday, Sunday, or statutory holiday any non-party. In this Agreement: (a) any headings are for reference purposes only and shall not be used in the State construction and interpretation of Mainethis Agreement; (b) the singular number shall include the plural, then the time plural number shall include the singular; (c) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (d) “includes”, “including”, “for performance shall be extended to the next day which is example”, “such as” and similar terms are not words of limitation; (e) a Saturday, Sunday, or statutory holiday in such location.monetary
Appears in 1 contract
Sources: Master Services Agreement
Additional Terms. (a) This 10.1 Affiliate shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of ZLI. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. Subject to the foregoing restriction, this Agreement shall will be binding upon on and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their the parties’ respective successors and permitted assigns. Grantee shall have the right to assign .
10.2 The provisions of this Agreement and/or to designate a person to receive are severable. If any conveyance of the Property pursuant to the terms provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect, and such provision will be modified to render it enforceable in a manner calculated to effect the original intent of the parties as nearly as possible.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near 10.3 No delay or even date herewith securing, failure by ZLI in part, Grantor’s obligations exercising any right under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effectiveand no partial or single exercise of that right, shall be in writing and shall be (i) hand delivered; constitute a waiver of that or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such noticeright. No waiver of any term of this Agreement will be valid unless in writing.
(d) This 10.4 The parties agree that breach of this Agreement shall by Affiliate would result in irreparable damage to ZLI for which no adequate remedy would be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) available at law. Therefore, ▇▇▇▇▇▇▇▇▇ agrees that ZLI shall be entitled to executeequitable relief, acknowledge, including injunctive relief and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of specific performance in the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver event of a breach or term hereof by Affiliate. Nothing in this paragraph shall prevent ZLI from seeking and obtaining damages, including consequential damages, for breach of this Agreement.
10.5 This Agreement shall be effective unless made deemed a mutual agreement and shall not be construed and/or interpreted in writing signed by favor or against either party on the party having basis of preparation of the Agreement.
10.6 ZLI reserves the right to enforce modify the terms and conditions of this Agreement in its rights sole discretion at any time by posing a modified or new Agreement on the ZLI website. If any modification or new agreement is unacceptable to Affiliate, Affiliate’s sole recourse is to terminate this Agreement. Affiliates continued participation in respect the Program after notice of such a breach, modification to the terms and no such waiver conditions of this Agreement constitutes Affiliate’s binding acceptance to the change.
10.7 This Agreement has been made in and shall be construed as a waiver and enforced in accordance with the laws of any subsequent breachthe Commonwealth of Massachusetts. No course Any action to enforce this Agreement shall be brought in the federal or state courts located in the Commonwealth of dealing or delay or omission on Massachusetts and the part parties agree to submit to the jurisdiction of any party the state and federal courts in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial theretothat State.
(g) Any and all prior and contemporaneous discussions10.8 Official notices to ZLI should be sent to: Zone Labs, undertakingsInc., agreementsAffiliate Program, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
10.9 Each party shall act as an independent contractor and shall have executed no authority to obligate or bind the other in any respect.
10.10 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and delivered all prior agreements and understandings, written and oral, between the parties hereto with respect to subject matter hereof are superseded and cancelled.
10.11 The following paragraphs shall survive termination of this Agreement. This Agreement may be executed in multiple counterparts: 3, each of which shall constitute an original8, 9 and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location10.4.
Appears in 1 contract
Sources: Affiliate Agreement
Additional Terms. (a) This document, together with the schedules, constitutes the entire understanding of the parties relating to the manufacture, storage and shipping of the Product and/or Packaged Products, and any prior or contemporaneous agreements or understandings relating thereto are merged herein and superseded. This Agreement may not be amended or altered except by agreement in writing, signed and acknowledged by each party. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement. Non-enforcement by either party of the terms of this Agreement shall not be deemed a waiver, nor in any manner affect such party's rights to enforce the terms of this Agreement. Nor shall a waiver by one party of a breach of the other party be considered a waiver of any other pre-existing or succeeding breach. Notwithstanding anything contained in this Agreement to the contrary, the parties expressly agree that this Agreement shall not extinguish or diminish any liability of Topps or Leaf to the other under the Original Agreement with respect to Product and Packaged Product that was manufactured prior to the date hereof and other events which occurred prior to the date hereof, except as expressly set forth in the last sentence of paragraph 3(c) hereof.
(b) Any notice required or necessary under this Agreement shall be binding upon in writing and inure shall be delivered either in person, or by telegraph, telex, facsimile transmission, or by certified or express mail, postage prepaid. Whenever notices are necessary under this Agreement, they shall be considered given to the benefit other party when personally delivered, telegraphed, telexed, sent by facsimile transmission or, if by certified mail, four days after the date of Grantor and the mailing or, if by express mail, on the next business day. Notices provided pursuant to this Agreement shall be addressed as follows: If to Hershey Hershey Chocolate U.S.A., ▇▇▇ ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn.: Director, Manufacturing With a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) copy to: Hershey Foods Corporation ▇▇▇ ▇▇▇▇▇▇▇ agrees ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn.: Vice President-General Counsel If to executeTopps: The Topps Company, acknowledgeInc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modifiedPA 18642 Attn: Vice President-Manufacturing With copies to: The Topps Company, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ have executed ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn.: Vice President-Operations and delivered Vice President-General Counsel Either party may change its designated addressee on thirty (30) days' written notice.
(c) A termination or expiration of this Agreement shall not affect the rights and responsibilities of the parties accruing prior to the date of termination or expiration and, notwithstanding that this Agreement may otherwise terminate or expire, any and all provisions regarding confidential information and indemnification shall remain in full force and effect.
(d) In the event that any provision of this Agreement is held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement. This , but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
(e) The rights and obligations of either party hereunder may not be executed in multiple counterpartsassigned, each transferred or encumbered without the prior written consent of which the other party.
(f) The laws of the State of Delaware shall constitute an original, govern this Agreement's interpretation and all of which, taken together, shall constitute a single instrumentconstruction.
(i) If The determination of the last day necessity of a product recall, whether or not such recall is due to defects or potential defects in the Products or Packaged Products subject to possible recall, the procedure for handling the recall, the disposition of recalled Products or Packaged Products and packaging, and all other considerations involved in such a recall, shall be made by Topps after consultation with Hershey. Such decision shall not be arbitrary, capricious, or unreasonable. Topps shall have the obligation to consider, in good faith, a product recall due to defects or potential defects, upon Hershey's request.
(ii) All costs and expenses of the recall shall be paid by Hershey if the reason for the recall is due to any event which performance would otherwise occurred, or which failed to occur, while the Product or the Packaged Product was in the possession or control of Hershey (including, without limitation, the inclusion of foreign material or the inclusion of the product or the Packaged Product of ingredients or components that are or may be required injurious to health), unless (A) the recall was the result of flavor or permitted color ingredients or packaging components from a Topps approved supplier and Hershey has entered into a written agreement with such supplier under which Topps actually has an enforceable claim against such supplier as a third party beneficiary thereof (in which case Topps shall bear the costs and expenses of the recall) or (B) the ingredients or components were those supplied by Topps or (C) the recall was the result of any of the items for which Hershey is not responsible for under paragraph 4(b) (x), (y) or (z) or the proviso regarding Bazooka flavor contained in the second sentence of paragraph 4(b). All costs and expenses of the recall shall also be paid by Hershey if the reason for the recall is due to Hershey's conduct which is in breach of this Agreement, Hershey's failure to manufacture (including, without limitation, labeling) the Product or Packaged Product according to the specifications or Hershey's failure to store the Product or Packaged Product according to FDA or other applicable laws or regulations. All costs and expenses of the recall shall be paid by Topps if the reason for the recall is due to conduct by Topps which is in breach of this Agreement, an event which occurred after the Product or Packaged Product was no longer in the possession or control of Hershey (provided it was not caused by an act or omission on the part of Hershey while the Product or Packaged Product was in Hershey's possession or control), or ingredients, packaging components or artwork which were supplied by Topps. The parties shall share the costs and expenses of any other recall.
(h) Hershey covenants that it shall be a condition to the sale by Hershey of a material portion of the assets of its gum plant located at Memphis Tennessee, to a single person, entity or group that at Topps request, this Agreement is or if any deadline under and the obligations of Hershey hereunder shall be assigned to and assumed by such purchaser. Topps shall have forty-five (45) days after written notice from Hershey to determine whether it will require such assignment. If, and only if, such sale takes place during the Extended Term and Topps does not require the purchaser to assume this Agreement falls on a Saturday, Sunday, or statutory holiday in for the State remainder of Mainethe then existing term, then this Agreement shall, at Topps option and as a condition to such sale by Hershey, be assigned to and assumed by such purchaser with a shortened term of not less than six (6) months nor more than eighteen (18) months, such term to be designated by Topps within sixty (60) days after the closing of the sale.
(i) Hershey and Topps will not use or commercially exploit for its own benefit or the benefit of others any Confidential Information, nor will the receiving party disclose any Confidential Information to any person, firm or corporation except (i) employees of the receiving party who have a need to know such Confidential Information and who have been informed of the receiving party's obligations hereunder, and (ii) contractors or consultants under contract to the receiving party who have a need to know such Confidential Information, who have been approved by the disclosing party in advance of any disclosure of Confidential Information, and who have been informed of the receiving party's obligations hereunder, unless the information:
1. was known to the receiving party prior to disclosure by the disclosing party; or
2. was publicly available at the time for performance shall be extended of the disclosure to the next day which is not a Saturday, Sunday, or statutory holiday in such location.receiving party; or
3. subsequently becomes publicly available through no fault of the receiving party; or
Appears in 1 contract
Additional Terms. (a) A. This Agreement applies to all repository loans from any parks listed in Annex 1 to [R] for the covered collections. Specimens are on loan to [R] through a single repository loan per park that is subject to this umbrella repository agreement.
B. The term of all loans from NPS to [R] under this Agreement will be ten years, except that none shall extend beyond the termination date of this agreement. Individual park repository loans will be binding upon and inure renewed every ten years unless either party has given three months written notice of intent to terminate that specific loan or this Agreement. All park repository loans issued under this agreement will immediately terminate if this agreement terminates.
C. The Agreement may be modified by written consent of all of the Parties to cover the need for any alterations that may arise subsequent to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms Effective Date of this Agreement.
(b) Grantor acknowledges that D. If any term or provision of this Agreement is held to be invalid or illegal, such term or provision shall not affect the EV Charging Equipment is subject to a Security Agreement between Grantor validity or enforceability of the remaining terms and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreementprovisions.
(c) All notices pursuant to E. No term or provision of this Agreement, to Agreement shall be effective, waived and no breach excused unless such waiver or consent shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties heretoParty claimed to have waived or consented. No waiver of a breach or term hereof shall be effective unless made deemed to be a waiver of a different or subsequent breach. Failure by either Party to enforce, or delay in writing signed by the party having the right to enforce its exercising, or partial exercise of any covenants or rights in respect of such a breach, and no such waiver or remedies under this Agreement shall not be deemed or construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any such rights, nor shall waiver by either party in exercising any right one or remedy shall operate more instances be construed as constituting a continuing waiver or as a waiver in other or subsequent instances.
F. In the event that further lawful performance of this Agreement or any part hereof by either Party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration, or other instrumentality or agency of any government or political subdivision thereof having jurisdiction over such Party, such Party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby.
G. Except as expressly stated herein, neither Party has the right or authority to assume or create any obligation, accept legal process, make commitments, incur any charges or otherwise bind or act on behalf of the other or limit the other in any manner whatsoever. Neither this Agreement nor any act hereunder shall be prejudicial theretoconstrued as constituting the foundation of a partnership, association, agency joint venture or any other entity.
(g) Any H. The NPS and [R] acknowledge that failure to perform the obligations and agreements set out herein and/or failure amicably and quickly to resolve disputes may result in irreparable injury to either Party. Accordingly, the Parties agree to use their best efforts to settle all prior disputes between them, and, if and contemporaneous discussionswhen that fails, undertakingsthe Parties agree to arbitrate any dispute in accordance with the rules of the American Arbitration Association as an alternative to litigation, agreementswhich both Parties pledge their best efforts to avoid, with any arbitration proceeding being nonbinding unless otherwise agreed to in advance by the Parties. The Parties acknowledge and agree that arbitration is frequently expensive and time consuming, and understandings thus, the Parties agree that in advance of any arbitration hereunder each shall use its mutual best efforts to negotiate a comprehensive set of procedures designed to ensure that such arbitration is conducted expeditiously and at the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreementlowest possible cost.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Management Agreement
Additional Terms. (a) This Agreement shall be binding upon and inure constitutes the entire agreement between the Parties with respect to the benefit of Grantor subject matter hereof. This Agreement supersedes all prior agreements and ▇▇▇▇▇▇▇ understandings, both written and their respective successors oral, between the Parties with respect to the subject matter hereof. All other agreements, understandings, and assigns. Grantee shall have negotiations, by the right Parties with respect to assign this Agreement and/or to designate a person to receive any conveyance the subject matter hereof, as of the Property pursuant to the terms of date hereof, are merged into this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Maine without regard Pennsylvania.
(c) In the event that any court or reference governmental agency of competent jurisdiction finds that any provision of this Agreement, or part thereof, is illegal, invalid, or unenforceable in any respect, the court or governmental agency may limit, alter or reform such provision to its conflicts render it valid and enforceable. In the event that any court or governmental agency of law provisionscompetent jurisdiction finds that any part of this Agreement is illegal, invalid, or unenforceable in any respect, and that limitation, alteration, or reformation of the provision is not possible, then the validity, legality, and enforceability of the remainder shall not be affected.
(d) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum The terms of Option or other informational filing as this Agreement may be requested changed, waived, discharged, or terminated only by Grantee for purposes of recording public notice of the Optionan agreement in writing signed by all Parties.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver by a Party of a any condition or of any breach of any term, covenant, representation or term hereof warranty contained herein shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breachwriting, and no such waiver in any one or more instances shall be construed as deemed to be a further or continuing waiver of any such condition or breach in any other instances or a waiver of any subsequent breach. No course of dealing other condition or delay or omission on the part breach of any party in exercising any right other term, covenant, representation or remedy shall operate as a waiver thereof or otherwise be prejudicial theretowarranty.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings The recitals contained in this Agreement are incorporated herein as if set forth at length. The headings in this Agreement are for convenience of the parties with respect to Parties and are not part of the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreementsubstance thereof.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple separate counterparts, each of which shall constitute be deemed to be an original, original and all of which, taken together, shall constitute a single instrumentone and the same Agreement.
(i) If the last day upon which performance would otherwise be required or permitted under Community Parties agree to consider modifications to this Agreement in good faith should any of the statutes, rules or regulations governing operation of Bankroll’s business be amended or rescinded effective at the date that is or if any deadline under five (5) years following the execution of this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such locationAgreement.
Appears in 1 contract
Sources: Memorandum of Agreement
Additional Terms. (a) The parties hereto further agree to the following terms.
1. This Agreement Amendment shall be binding upon effective solely for the specific purpose for which it is given and inure shall not create a course of dealing between the parties in any respect. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Purchaser under the Agreement, any Participation Agreement, or any other Transaction Document. Except for the amendments to the benefit of Grantor Agreement expressly set forth herein (and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have as the right to assign this Agreement and/or to designate a person to receive any conveyance of the Property pursuant to the terms of this Agreement.
(b) Grantor acknowledges that the EV Charging Equipment is subject to a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option Agreement.
(c) All notices pursuant to this Agreement, to be effectiveas amended hereby, is incorporated by reference into each Participation Agreement), the Agreement, each Participation Agreement and each other Transaction Document shall be remain unchanged and in writing full force and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given effect in accordance with their respective terms and are hereby ratified and confirmed in all respects.
2. Upon and after the effectiveness of this paragraph shall be deemed given when delivered Amendment, each reference in the Agreement to such address if hand delivered“this Agreement”, “hereunder”, “herein”, “hereof” or when deposited with words of like import referring to the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given Agreement, and each reference in any Participation Agreement or any other manner if such written notice is actually received by Transaction Document to “the party Receivables Purchase Agreement”, “the Amended and Restated Receivables Purchase Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to receive such notice.
(d) This Agreement the Agreement, shall mean and be governed by and construed in accordance with the laws of the State of Maine without regard or a reference to its conflicts of law provisions.the Agreement as modified and amended hereby.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge3. This Amendment, and deliver a Memorandum of Option or the terms and provisions hereof, the Agreement (as amended hereby) and the other informational filing as may be requested by Grantee for purposes of recording public notice of Transaction Documents (after giving effect to this Amendment) constitute the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by entire understanding and agreement between the parties hereto. No waiver of a breach hereto or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties thereto with respect to the Option granted herein are merged subject matter hereof and thereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written. The terms and provisions of this Amendment shall prevail over any conflicting terms of any other Transaction Document.
4. Each of Parent and Kyndryl, on behalf of itself and each other Seller, hereby (i) reaffirms its obligations under each Transaction Document to which it is a party after giving effect to the terms and provisions of this Amendment and (ii) ratifies and reaffirms the validity, enforceability, perfection and first priority ownership interest of the Purchaser in, to and under each Purchased Receivable transferred pursuant to the Agreement or any Participation Agreement, as applicable.
5. If any provision in this AgreementAmendment shall be invalid, which alone fully illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and completely expresses their entire agreementthe validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6. SECTIONS 13.9, 13.10 AND 13.11 OF THE AGREEMENT (hGOVERNING LAW, SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this AgreementARE HEREBY INCORPORATED HEREIN MUTATIS MUTANDIS AS IF SET FORTH IN FULL HEREIN.
7. This Agreement Amendment may be executed in multiple any number of counterparts and by different parties hereto in separate counterparts, each of which which, when executed and delivered, shall constitute be deemed to be an original, and all of which, taken together, shall constitute a single instrument
(i) If but one and the last day upon which performance would otherwise be required same agreement. Delivery of an executed counterpart of this Amendment by facsimile or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State other electronic method of Maine, then the time for performance transmission shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.equally effective as delivery of an original executed counterpart of this Amendment.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Kyndryl Holdings, Inc.)
Additional Terms. (a) a. The effective date of this AGREEMENT shall commence upon execution by the PARTIES. This Agreement AGREEMENT shall be binding upon and inure continue in perpetuity or until termination as set forth in Section 7.
b. E-Verify The TOWN shall:
i. Utilize the U.S. Department of Homeland Security's E-Verify system to verify the benefit employment eligibility of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have all new employees hired by the right to assign this Agreement and/or to designate a person to receive any conveyance Vendor/Contractor during the term of the Property contract; and
ii. Expressly require any subcontractors performing work or providing services pursuant to the terms state contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. (Executive Order Number 2011-02) The TOWN shall insert the above clause into any contract entered into by the TOWN with vendors or contractors hired by the TOWN for purposes of performing its duties under this AgreementAGREEMENT.
(b) Grantor acknowledges c. This writing embodies the entire AGREEMENT and understanding between the PARTIES hereto and there are no other agreements and understanding, oral or written, with reference to the subject matter hereof that the EV Charging Equipment is subject to a Security Agreement between Grantor are not merged herein and Grantee of near superseded hereby.
d. This AGREEMENT shall not be transferred or even date herewith securingassigned, in whole or in part, Grantor’s obligations under this Option Agreementwithout the prior written consent of the DEPARTMENT.
(c) All notices pursuant to this Agreement, to be effective, shall be in writing and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) e. This Agreement AGREEMENT shall be governed by and construed constructed in accordance with the laws of the State of Maine without regard Florida. Any provisions of this AGREEMENT found to be unlawful or reference to its conflicts unenforceable shall be severable and shall not affect the validity of law provisionsthe remaining portions of the AGREEMENT.
(e) ▇▇▇f. Venue for any and all actions arising out of or in connection to the interpretation, validity, performance or breach of this AGREEMENT shall lie exclusively in a state court of proper jurisdiction in ▇▇▇▇ agrees County, Florida.
g. A modification or waiver of any of the provisions of this AGREEMENT shall be effective only if made in writing and executed with the same formality as this AGREEMENT.
i. The section headings contained in this AGREEMENT are for reference purposes only and shall not affect the meaning or interpretation hereof.
j. No term or provision of this AGREEMENT shall be interpreted for or against either Party because the Party or its legal representative drafted the provision.
k. The DEPARTMENT is a state agency, self-insured and subject to executethe provisions of Section 768.28, acknowledgeFlorida Statutes, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of amended from time to time. Nothing in this AGREEMENT shall be deemed or otherwise interpreted as waiving the Option.
(f) This Agreement may not be modified, waivedDEPARTMENT’s sovereign immunity protections, or amended except as increasing the limits of liability as set forth in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breachSection 768.28, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial theretoFlorida Statutes.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of the parties with respect to the Option granted herein are merged in this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Memorandum of Agreement
Additional Terms. (a) This Agreement shall be binding upon and inure to The Pledgors agree that the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee Bank shall have full and irrevocable right, power and authority, to collect, withdraw or receipt for all amounts due or to become due and payable upon, in connection with, or relating to, the right Pledged Security, to assign this Agreement and/or execute any withdrawal receipts 34 respecting the Pledged Security, and to designate a person to receive any conveyance endorse the name of the Property pursuant Pledgors on any or all documents, instruments or commercial paper given in payment thereof, and at the Bank's discretion to take any other action, including, without limitation, the terms transfer of this Agreementany Pledged Security into the Bank's own name or the name of any nominee for the Bank, which the Bank may deem necessary or appropriate to preserve or protect the Bank's interest in any of the Pledged Security.
(b) Grantor acknowledges Unless a Default (as hereinafter defined) shall have occurred, the Pledgors shall be entitled to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast, no consent, waiver or ratification shall be given and no action shall be taken by the EV Charging Equipment is subject Pledgors which would violate or be inconsistent with any of the terns of the Loan Agreement, the Note or this Pledge Agreement, or which would have the effect of impairing the position or interests of the Pledgors or any holder of the Note. All such rights of the Pledgors to vote and to give consents, waivers and ratifications shall cease upon the occurrence of a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option AgreementDefault.
(c) All notices pursuant to this Agreementunless a Default shall have occurred, to be effective, shall be in writing all dividends and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights distributions payable in respect of such a breach, and no such waiver the Pledged Security shall be construed as paid to the Pledgors. Upon the occurrence of a waiver of any subsequent breachDefault, all such dividends and other distributions and payments shall be paid to the Bank. No course of dealing or delay or omission on the part of any party After a Default shall have occurred, all such amounts paid in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings respect of the parties with respect Pledged Security shall, until paid or delivered to the Option granted herein are merged Bank, be held in this Agreement, which alone fully and completely expresses their entire agreementtrust for the benefit of the Bank as additional Pledged Security to secure the Obligations.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Additional Terms. (a) This Agreement shall be binding upon and inure to The Pledgor agrees that the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee Bank ---------------- shall have full and irrevocable right, power and authority, to collect, withdraw or receipt for all amounts due or to become due and payable upon, in connection with, or relating to, the right Pledged Security, to assign this Agreement and/or execute any withdrawal receipts respecting the Pledged Security, and to designate a person to receive any conveyance endorse the name of the Property pursuant Pledgor on any or all documents, instruments or commercial paper given in payment thereof, and at the Bank's discretion to take any other action, including, without limitation, the terms transfer of this Agreementany Pledged Security into the Bank's own name or the name of any nominee for the Bank, which the Bank may deem necessary or appropriate to preserve or protect the Bank's interest in any of the Pledged Security.
(b) Grantor acknowledges Unless a Default (as hereinafter defined) shall have occurred, the Pledgor shall be entitled to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast, no consent, waiver or ratification shall be given and no action shall be taken by the EV Charging Equipment is subject Pledgor which would violate or be inconsistent with any of the terms of the Loan Agreement, the Notes or this Pledge Agreement, or which would have the effect of impairing the position or interests of the Pledgor or any holder of the Notes. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall cease upon the occurrence of a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option AgreementDefault.
(c) All notices pursuant to this AgreementUnless a Default shall have occurred, to be effective, shall be in writing all dividends and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights distributions payable in respect of such a breach, and no such waiver the Pledged Security shall be construed as paid to the Pledgor. Upon the occurrence of a waiver of any subsequent breachDefault, all such dividends and other distributions and payments shall be paid to the Bank. No course of dealing or delay or omission on the part of any party After a Default shall have occurred, all such amounts paid in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings respect of the parties with respect Pledged Security shall, until paid or delivered to the Option granted herein are merged Bank, be held in this Agreement, which alone fully and completely expresses their entire agreementtrust for the benefit of the Bank as additional Pledged Security to secure the Obligations.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Pledge and Security Agreement (Allegiant Bancorp Inc)
Additional Terms. (a) This Agreement shall be binding upon and inure to the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee shall have the right to assign Employee acknowledges that: (a) he has carefully read this Agreement and/or in its entirety; (b) he has had an opportunity to designate a person to receive any conveyance of the Property pursuant to consider fully the terms of this Agreement; (c) he has been advised by the Company in writing to consult with an attorney of his choosing in connection with this Agreement; (d) he fully understands the significance of all of the terms and conditions of this Agreement and he has discussed it with his independent legal counsel, or has had a reasonable opportunity to do so; (e) he has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) he is signing this Agreement voluntarily and of his own free will and assents to all the terms and conditions contained herein.
(b) Grantor acknowledges that This Agreement is binding upon, and shall inure to the EV Charging Equipment is subject to a Security Agreement between Grantor benefit of, the parties and Grantee of near or even date herewith securingtheir respective heirs, in partexecutors, Grantor’s obligations under this Option Agreementadministrators, successors and assigns.
(c) All notices pursuant If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement; provided, to be effectivehowever, shall be in writing that, upon any finding by a court of competent jurisdiction that the release and shall be (i) hand delivered; or (ii) mailed covenants provided for by certified mailparagraph “5” of this Agreement is illegal, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand deliveredvoid, or when deposited with unenforceable, Employee agrees to execute a release, waiver and/or covenant that is legal and enforceable. Finally, any breach of the United States Postal Service or with terms of paragraphs “6” and/or “7” shall constitute a material breach of this Agreement as to which the courier service if sent by mail or by overnight courier as provided herein. Nothing Company may seek appropriate relief in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such noticea court of competent jurisdiction.
(d) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Maine New York without regard to the conflict of laws provisions thereof. Actions to enforce the terms of this Agreement, or reference that relate to its conflicts Employee’s employment with the Company shall be submitted to the exclusive jurisdiction of law provisionsany state or federal court sitting in the Eastern District of New York. Each party agrees to waive trial by jury in any such litigation.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as This Agreement may be requested by Grantee for purposes executed in counterparts, each of recording public notice which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument of the Optionthis Agreement.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by constitutes the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights in respect of such a breach, and no such waiver shall be construed as a waiver of any subsequent breach. No course of dealing or delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings of complete understanding between the parties with respect to the Option granted herein are merged in termination of the Employee’s employment at the Company and supersedes any and all agreements, understandings, and discussions, whether written or oral, between the parties. No amendment of any provision of this Agreement, which alone fully and completely expresses their entire agreement.
(h) This Agreement shall become effective only after both Grantor be valid unless the same shall be in writing and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, signed by each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such locationparties.
Appears in 1 contract
Additional Terms. (a) This Agreement shall be binding upon and inure to The Pledgor agrees that the benefit of Grantor and ▇▇▇▇▇▇▇ and their respective successors and assigns. Grantee Bank, after Default, shall have full and irrevocable right, power and authority, to collect, withdraw or receipt for all amounts due or to become due and payable upon, in connection with, or relating to, the right Pledged Security, to assign this Agreement and/or execute any withdrawal receipts respecting the Pledged Security, and to designate a person to receive any conveyance endorse the name of the Property pursuant Pledgor on any or all documents, instruments or commercial paper given in payment thereof, and at the Bank's discretion to take any other action, including, without limitation, the terms transfer of this Agreementany Pledged Security into the Bank's own name or the name of any nominee for the Bank, which the Bank may deem necessary or appropriate to preserve or protect the Bank's interest in any of the Pledged Security.
(b) Grantor acknowledges Unless a Default (as hereinafter defined) shall have occurred, the Pledgor shall be entitled to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast, no consent, waiver or ratification shall be given and no action shall be taken by the EV Charging Equipment is subject Pledgor which would violate or be inconsistent with any of the terms of the Loan Agreement, the Note or this Pledge Agreement, or which would have the effect of impairing the position or interests of the Pledgor or any holder of the Note. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall cease upon the occurrence of a Security Agreement between Grantor and Grantee of near or even date herewith securing, in part, Grantor’s obligations under this Option AgreementDefault.
(c) All notices pursuant to this AgreementUnless a Default shall have occurred, to be effective, shall be in writing all dividends and shall be (i) hand delivered; or (ii) mailed by certified mail, postage prepaid, return receipt requested; or (iii) sent by overnight courier, in any of such cases to the address set forth in the preamble or to such other address(es) as a party may designate by notice. Any notice given in accordance with this paragraph shall be deemed given when delivered to such address if hand delivered, or when deposited with the United States Postal Service or with the courier service if sent by mail or by overnight courier as provided herein. Nothing in this paragraph shall be construed to invalidate any written notice given in any other manner if such written notice is actually received by the party to receive such notice.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard or reference to its conflicts of law provisions.
(e) ▇▇▇▇▇▇▇ agrees to execute, acknowledge, and deliver a Memorandum of Option or other informational filing as may be requested by Grantee for purposes of recording public notice of the Option.
(f) This Agreement may not be modified, waived, or amended except in a writing signed by the parties hereto. No waiver of a breach or term hereof shall be effective unless made in writing signed by the party having the right to enforce its rights distributions payable in respect of such a breach, and no such waiver the Pledged Security shall be construed as paid to the Pledgor. Upon the occurrence of a waiver of any subsequent breachDefault, all such dividends and other distributions and payments shall be paid to the Bank. No course of dealing or delay or omission on the part of any party After a Default shall have occurred, all such amounts paid in exercising any right or remedy shall operate as a waiver thereof or otherwise be prejudicial thereto.
(g) Any and all prior and contemporaneous discussions, undertakings, agreements, and understandings respect of the parties with respect Pledged Security shall, until paid or delivered to the Option granted herein are merged Bank, be held in this Agreement, which alone fully and completely expresses their entire agreementtrust for the benefit of the Bank as additional Pledged Security to secure the Obligations.
(h) This Agreement shall become effective only after both Grantor and ▇▇▇▇▇▇▇ have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single instrument
(i) If the last day upon which performance would otherwise be required or permitted under this Agreement is or if any deadline under this Agreement falls on a Saturday, Sunday, or statutory holiday in the State of Maine, then the time for performance shall be extended to the next day which is not a Saturday, Sunday, or statutory holiday in such location.
Appears in 1 contract
Sources: Pledge and Security Agreement (Corus Bankshares Inc)