DISTRICT OF DELAWARE Sample Clauses

DISTRICT OF DELAWARE. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited partnership agreement (or otherwise by agreement of the partners of a limited partnership), that provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Partner or circumstance is held invalid or unenforceable to any extent, (a) the remainder of this Agreement and the application of that provision to other Partners or circumstances is not affected thereby, and (b) the Partners shall negotiate in good faith to replace that provision with a new provision that is valid and enforceable and that puts the Partners in substantially the same economic, business and legal position as they would have been in if the original provision had been valid and enforceable.
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DISTRICT OF DELAWARE. Analysis: No restriction on the court’s authority to seal a document. A sealed document may remain sealed indefinitely; no durational limitations are imposed by this rule.

Related to DISTRICT OF DELAWARE

  • Delaware A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.

  • Oklahoma This Agreement is not a contract of insurance. Coverage afforded under this contract is not guaranteed by the Oklahoma Insurance Guaranty Association. CANCELLATION section is amended as follows: In the event You cancel this Agreement, return of premium shall be based upon ninety percent (90%) of the unearned pro rata premium, less any claims that have been paid or less the cost of repairs made on Your behalf. In the event We cancel this Agreement, return of premium shall be based upon one hundred percent (100%) of unearned pro rata premium, less any claims that have been paid or less the cost of repairs made on Your behalf. ARBITRATION – While arbitration is mandatory, the outcome of any arbitration shall be non-binding on the parties, and either party shall, following arbitration, have the right to reject the arbitration award and bring suit in a district court of Oklahoma.

  • Exclusive Delaware Jurisdiction Each Trustee, each officer, each Shareholder and each Person beneficially owning an interest in a Share of the Trust (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Act, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Trust or its business and affairs, the Delaware Act, this Declaration of Trust or the Bylaws or asserting a claim governed by the internal affairs (or similar) doctrine (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of this Declaration of Trust or the Bylaws, or (B) the duties (including fiduciary duties), obligations or liabilities of the Trust to the Shareholders or the Trustees, or of officers or the Trustees to the Trust, to the Shareholders or each other, or (C) the rights or powers of, or restrictions on, the Trust, the officers, the Trustees or the Shareholders, or (D) any provision of the Delaware Act or other laws of the State of Delaware pertaining to trusts made applicable to the Trust pursuant to Section 3809 of the Delaware Act, or (E) any other instrument, document, agreement (including, without limitation, any investment management agreement) or certificate contemplated by any provision of the Act, the Declaration of Trust or the Bylaws relating in any way to the Trust or (F) the federal securities laws of the United States, including, without limitation, the Investment Company Act of 1940, as amended, or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder (regardless, in every case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought, unless the Trust, in its sole discretion, consents in writing to an alternative forum, in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.

  • Laws References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

  • Name; Jurisdiction of Organization, etc On the date hereof, such Grantor’s exact legal name (as indicated on the public record of such Grantor’s jurisdiction of formation or organization), jurisdiction of organization, organizational identification number, if any, United States taxpayer identification number, if any, and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 3.4. Each Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction. Except as otherwise indicated on Schedule 3.4, the jurisdiction of each such Grantor’s organization of formation is required to maintain a public record showing the Grantor to have been organized or formed. Except as specified on Schedule 3.4, as of the Closing Date (or the date of any applicable Joinder Agreement hereto in the case of an Additional Grantor) no such Grantor has changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years and has not within the last five years become bound (whether as a result of merger or otherwise) as a grantor under a security agreement entered into by another Person, which has not heretofore been terminated.

  • State The State of Connecticut, including the Department and any office, department, board, council, commission, institution or other agency or entity of the State.

  • Louisiana East Baton Rouge Xxxxx Ascension Xxxxxxxxx West Baton Rouge Avoyelles Terrebonne Richland East Xxxxxxxxx Xxxxxxxxxx Iberia Xxxxxxxx Xxxx Xxxxxxxxx Catahoula Iberville E. Bienville Xxxxxxxxxx Concordia Jefferson NE Xxxx Assumption Xxxxxxxxxx Xxxxxxxxxx NW Tensas Ascension Grant Orleans NW Catahoula Point Coupee Xxxxxxxxx Xxxxx Plaquemines NW Madison St. Xxxxx XxXxxxx St. Xxxx X. XxXxxxx Iberville Natchitoches St. Xxxxxx Xxxxxxxx Lafourche Rapides Lafayette X. Xxxxxxx St. Xxxx the Baptist Xxxxxx Orleans X. Xxxxxxx Tangipahoa Xxxx Plaquemines Union St. Xxxxxxx St. Helena St. Xxxxxxx Xxxxxxx St. Xxxxxx St. Xxxxx St. Xxxx Xxxxxxx St. Xxxxxx St. Tammany Ouachita Claiborne Acadia Washington St. Xxxx Vermilion Iberia N. St. Xxxxxx Plaquemines Maryland Xxxx Arundel Baltimore Baltimore City Harford Prince Georges Xxxxxxx Xxxxxx Michigan DuPage Xxxxxxxxxx Oakland Washtenaw Xxxxxxxx XxXxxx St. Clair Xxxxx XxXxxx Xxxxxx Mississippi Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Issaquena Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxx River Xxxxx Xxxxx Xxxxxx Stone Xxxxxxxx Xxxxxxxxx Yazoo Xxxxxxxxx Xxxxxx Copiah

  • Certificate of Good Standing Legal Existence; and

  • Cayman Islands Law References Any summary of the laws and regulations of the Cayman Islands and of the terms of the Company’s Articles of Association set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Company’s Articles of Association may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update any such summaries.

  • Principal Place of Business; State of Organization (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

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