Dealer and AGWS Mutual Obligations Sample Clauses

Dealer and AGWS Mutual Obligations a. This Agreement may be terminated at any time by either party upon thirty (30) days prior written notice, or immediately for cause upon written notice. Unless terminated as provided herein, this Agreement shall remain in full force and effect. The termination of this Agreement by either party shall not relieve either party of their responsibilities and obligations with regard to Contracts issued prior to the effective date of termination; however, Dealer shall not sell or solicit any AGWS Program after the effective date of termination.
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Dealer and AGWS Mutual Obligations a. This Agreement may be terminated at any time by either party upon thirty (30) days prior written notice, or immediately for cause upon written notice. Unless terminated as provided herein, this Agreement shall remain in full force and effect. The termination of this Agreement by either party shall not relieve either party of their responsibilities and obligations with regard to Contracts issued prior to the effective date of termination; however, Dealer shall not sell or solicit any AGWS Program after the effective date of termination. b. In the event of the cancellation of a Contract, the refund shall be made in compliance with the AGWS policies manuals, rules or by operation of law. Except as outlined in the AGWS cancellation policies, manuals and the Contract, all applicable fees received by AGWS and Dealer in connection with a Contract shall be refunded pro rata, as determined by AGWS, to the Contract holder. Dealer agrees to hold any refund monies in trust and fiduciary capacity for the benefit of AGWS and the Contract holder. c. This agreement shall in all respects be deemed to be made, interpreted, enforced and governed by the laws of the state of Illinois, without reference to its conflicts of law principles. All suits in law or equity with respect to this agreement, including without limitation its formation, shall be litigated exclusively in the state court located in DuPage County, Illinois. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive, thereby precluding the possibility of any litigation between the parties with respect to this agreement in any jurisdiction other than Illinois. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrines or to object to venue with respect to any proceeding brought in accordance with or to enforce this paragraph. Each party stipulates that the State of Illinois shall have in personam jurisdiction over it for the purpose of litigating any dispute. d. The prevailing party in any litigation in connection with this Agreement shall be entitled to recover from the non-prevailing party all costs and expenses, including, without limitation, reasonable attorney’s and paralegal fees and costs incurred by such party in connection with any such litigation. e. Nothing in this Agreement shall be construed to constitute AGWS as the partner, employee or agent of the Dealer, or the Dealer as partner, employee, or agent of AGWS, ...
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Related to Dealer and AGWS Mutual Obligations

  • Mutual Obligations a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties.

  • Contractual Obligations Without limitation, the indemnity set forth in this Section 7.6 shall extend to any liability of any Indemnitee pursuant to a loan guaranty (except a guaranty by a Limited Partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other obligation or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnification agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Agreements by Third Parties Business Associate shall enter into an agreement with any subcontractor of Business Associate that creates, receives, maintains or transmits PHI on behalf of Business Associate. Pursuant to such agreement, the subcontractor shall agree to be bound by the same or greater restrictions, conditions, and requirements that apply to Business Associate under this Addendum with respect to such PHI.

  • Material Agreements Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness.

  • COOPERATION WITH THIRD PARTIES The Contractor shall be responsible for fully cooperating with any third party, including but not limited to other Contractors or Subcontractors of the Authorized User, as necessary to ensure delivery or performance of Product.

  • Settlement of Disputes between the Contracting Parties 1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled through diplomatic channels.

  • Financial Institution with Only Low-Value Accounts An Estonian Financial Institution satisfying the following requirements:

  • Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response.

  • Maximum Contractual Obligation The maximum obligation of COUNTY under this Agreement shall not exceed the amount of $970,800 or actual allowable costs, whichever is less. The estimated annual amount for each twelve (12) month period is as follows:

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