General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner. (b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters. (c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns. (d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law. (e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement. (f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. (g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect. (h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing. (i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles. (j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa. (l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original. (m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits. (n) Unless otherwise indicated, all section references are to this Agreement. (o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 3 contracts
Sources: Preferred Equity Investment Agreement (Mack Cali Realty L P), Limited Partnership Agreement (Mack Cali Realty L P), Limited Partnership Agreement (Mack Cali Realty L P)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
October 5, 2023 (ethe “Engagement Letter”) Each Partner hereby submits that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: K▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: [E▇▇▇ ▇▇▇▇▇▇▇▇▇▇] Title: Chief Compliance Officer WallachBeth Capital, LLC [●] [●] [●] Total [●] Number of Firm Shares: Number of Selling Shareholders Shares Number of Additional Shares: Public Offering Price per Firm Share: $ Public Offering Price per Additional Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Additional Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Additional Share (before expenses): $ K▇▇▇▇▇ LLP ▇▇▇ C▇▇▇ ▇▇▇▇▇ ▇▇ A▇▇ ▇▇▇▇ Chuan M▇▇▇ ▇▇ C▇▇▇▇▇▇ Y▇▇ ▇▇▇▇▇▇ ▇▇▇▇ L▇▇ ▇▇▇▇ ▇▇▇▇ C▇▇▇▇▇▇ ▇▇ Name of Subsidiary Jurisdiction of Incorporation or Organization Success Elite Developments Limited (“SEDL”) British Virgin Islands Finebuild Systems Pte. Ltd. (a subsidiary of SEDL) Singapore WallachBeth Capital, LLC Harborside Financial Plaza 5 1▇▇ ▇▇▇▇▇▇ ▇▇., Suite 1410 Jersey City, NJ 07311 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to WallachBeth Capital, LLC (the “RP Law FirmRepresentative”), in each case, ) in connection with the drafting proposed Underwriting Agreement (the “Underwriting Agreement”) between FBS Global Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of Ordinary Shares of US$0.001 par value each (“Ordinary Shares”), of the Company. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings given to them in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is six months from the date of the closing of the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; 3 Pricing date
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or award or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the issuance, vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;
(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement;
(7) the Offering;
(8) transfers consented to, in writing by the Representative;
(9) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transactions; provided however, that in the case of any transfer described in clauses (1), (2) or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to the Representative, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representative. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Representative promptly upon entering into the same and (ii) each no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the General Partner undersigned; and Roseland Residential Holding“affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.
(i) during the last 17 days of the Lock-Up Period, LLCthe Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the one handlast day of the Lock-Up Period, and the Rockpoint Preferred Holders, restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the other handissuance of the earnings release or the occurrence of such material news or material event, expects to continue to retain as applicable, unless the GP Law Firm and the RP Law Firm, respectivelyRepresentative waives, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRCwriting, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselextension.
Appears in 3 contracts
Sources: Underwriting Agreement (FBS Global LTD), Underwriting Agreement (FBS Global LTD), Underwriting Agreement (FBS Global LTD)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) 9.1 This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Employment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts of lawIsrael.
(e) Each Partner hereby submits 9.2 The Company shall be entitled to set-off any amount owed to the exclusive jurisdiction Company by the Employee under the terms and provisions of this Employment Agreement from any United States Federal court sitting in New York County amount owed by the Company to the Employee under the terms and provisions of this Employment Agreement or New York State Court located in New York County in from any action or proceeding arising out of or relating to this Agreementother source whatsoever.
(f) EACH OF THE PARTNERS HEREBY WAIVES9.3 If any term or provision of this Employment Agreement shall be declared invalid, TO THE FULLEST EXTENT PERMITTED BY LAWillegal or unenforceable, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject then such term or provision shall be enforceable to Section 23(e)the extent that a court shall deem it reasonable to enforce such term or provision and, if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid such term or unenforceable, such provision shall be enforced unreasonable to the extent it can enforce to any extent, such term or provision shall be so enforced severed and such determination all remaining terms and provisions shall not affect the remaining provisions of this Agreement, all of which be unaffected and shall remain continue in full force and effect.
(h) 9.4 The failure of any Partner Employee and the Company hereby agree to enforce at any time any attempt to substitute such provision for a valid or enforceable provision that achieves, as far as possible, the economic, legal and commercial objectives of the provisions invalid or unenforceable provision.
9.5 Any notice, request, consent or other communication, required or permitted to be given under this Employment Agreement shall be in writing and shall be deemed to have been duly given if delivered or sent by registered or certified mail to a party at the address stated above or such other address as the party may from time to time designate by written notice to the other. Any notice or other document shall be deemed to have been received by the addressee seventy-two (72) hours following the date of dispatch of the notice by post or, where the notice or other document is sent by hand, at the time of delivery.
9.6 No amendment to or modification of this Employment Agreement shall not have any effect unless such amendment or modification shall be construed in writing and executed by a director of the Company and the Employee.
9.7 This Employment Agreement represents the entire agreement between the Company and the Employee with respect to be the employment by the Company of the Employee, and supersedes any prior agreements or understandings with respect thereto between the Company and the Employee, whether written or oral.
9.8 No failure or delay of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Employment Agreement, or operate as a waiver of any such provision breach or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such non-performing by either party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holdersterms or conditions hereof.
9.9 This Employment Agreement is personal to the Employee and the Employee shall not assign or delegate his rights or duties to a third party, whether by contract, will or operation of law, without the GP Law Firm Company’s prior written consent.
9.10 As used in this Employment Agreement, “Company” shall be free mean the Company as hereinbefore defined and any successor (whether direct or indirect, by purchase, merger, consolation or otherwise) to represent each all or substantially all of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement business and/or assets of the Transaction Documents. Each Partner has had, Company or which otherwise becomes bound by all the terms and will have, the opportunity to retain its own independent counsel with respect to provisions of this Employment Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselby applicable law.
Appears in 3 contracts
Sources: Confidentiality Agreement, Collaboration Agreement (CollPlant Holdings Ltd.), Confidentiality Agreement (CollPlant Holdings Ltd.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed negotiations with respect to the Offering. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the laws parties hereto that all other terms and conditions of that certain engagement letter between the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to Company and the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESUnderwriter, TO THE FULLEST EXTENT PERMITTED BY LAWdated February 27, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT2024, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined not otherwise superseded by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions terms of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written. By: Name: ▇▇▇▇▇▇▇▇▇ LLP ▇▇ Title: Co-Head of Investment Banking ▇▇ ▇▇▇▇▇▇ LLC [___________] Number of Firm Units: [__________] Class A Ordinary Shares (Or Pre-Funded Warrants1) [__________] Series A Warrants to Purchase Class A Ordinary Shares [__________] 2Series B Warrants to Purchase Class A Ordinary Shares Number of Option Units: [__________] Class A Ordinary Shares (Or Pre-Funded Warrants) [__________] Series A Warrants to Purchase Class A Ordinary Shares [__________] 3 Series B Warrants to Purchase Class A Ordinary Shares Public Offering Price per one Unit: $[____] Underwriting Discount per one Unit: $[____] Exercise price per one Share underlying the “RP Law Firm”), in each case, in connection with Series A Warrants: $[____] Exercise price per one Share underlying the drafting of this Agreement, and Series B Warrants: $ 0.0001 Proceeds to Company per one Unit (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.before expenses): $[____] per share
Appears in 3 contracts
Sources: Underwriting Agreement (Haoxi Health Technology LTD), Underwriting Agreement (Haoxi Health Technology LTD), Underwriting Agreement (Haoxi Health Technology LTD)
General Provisions. (a) To a. Seller and Customer may agree to issue a joint press release concerning the fullest extent permitted by law, the rights execution of and restrictions on the Partnership and the Partners hereunder this Agreement. Such press release shall be binding onsubject to prior review and written approval by both parties, apply such approval not to and govern the operations and acts be unreasonably withheld.
b. Any waiver by any party of all Subsidiaries. The Partners agree any breach or failure to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested comply with any provision of this Agreement by the General Partnerother party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding c. If any of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement provisions of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced to accordingly.
d. Except the extent it can be so enforced and such determination shall not affect the remaining provisions of this AgreementNon-Disclosure Agreement dated May 19, all of 1999 which shall remain in full force and effect.
(h) The failure , this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any Partner party with respect to enforce at any time any the subject matter hereof. Upon certification by Customer of performance acceptance of the provisions Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall not be construed apply to be the Initial Order as if the Initial Order were a waiver Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach Effective Date of this Agreement shall be held subject to be a waiver this Agreement, which shall supersede and replace any additional or different terms of any those Purchase Orders or other order documentation.
e. Any amendment or subsequent breach. Any Partner may, at such Partner’s option, waive any provision modification of this Agreement provided such waiver is or any Exhibit must be in writing.
(i) The rights writing and remedies signed by a duly authorized representative of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
f. This Agreement applies only to sales of Products and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects Services to continue to retain the GP Law Firm and the RP Law Firm, respectively, be installed at Customer Sites in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselMexico.'
Appears in 3 contracts
Sources: Supply Agreement (Metawave Communications Corp), Supply Agreement (Metawave Communications Corp), Supply Agreement (Metawave Communications Corp)
General Provisions. (a) To the fullest extent permitted by law, the rights of Provider and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all SubsidiariesCustomer are independent contractors. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be Any notice required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect permitted to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect be delivered pursuant to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits in writing. Excluding payment obligations, neither party shall have any liability to the exclusive jurisdiction of other or to third parties for any United States Federal court sitting failure or delay in New York County or New York State Court located in New York County in performing any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in obligation under this Agreement shall be determined by due to a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain Force Majeure Event (defined in full force and effect.
(h) Section 2.1 hereof). The failure of any Partner either party to enforce at any time enforce, or the delay by either party in enforcing, any of the provisions of its rights under this Agreement shall will not be construed deemed to be a waiver or modification by such party of any such provision or of any other provision, nor in any way affect the validity of its rights under this Agreement or the right of any Partner to enforce each and every such provision in the futureAgreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive If any provision of this Agreement provided is held to be unenforceable, in whole or in part, such waiver is in writing.
(i) The rights and remedies holding will not affect the validity of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation other provisions of this Agreement.
(k) Whenever . Customer grants Provider the context may requireright to use Customer’s name in its website, any pronoun used in this Agreement shall include the corresponding masculinepress releases, feminine product brochures and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) financial reports to indicate that Customer is a Provider client. This Agreement may be executed in one or more counterparts, each all of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute considered one and the same instrumentagreement. A facsimile The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. No purchase order or electronic PDF copy any hand-written or typewritten text on a purchase order which purports to modify or supplement the printed text of a signature hereto this Agreement shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by Provider or Customer) are objected to and shall have no force or effect. Nothing in this Agreement affects any statutory rights of consumers that cannot be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto waived or otherwise set forth in limited by contract. This Agreement will not create any right or cause of action for any third-party beneficiary or any other third party. This Agreement contains the Supplemental Letter are an integral part entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all references herein previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Capitalized terms not otherwise defined in this Agreement Schedule shall encompass such Schedules have the meaning ascribed to them in the Agreement. These Support Terms set forth the terms, conditions, and Exhibits.
procedures under which maintenance and support (n"Support") Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatis offered for the Service during the Term of the Customer’s subscription. Support will consist of: (i) the General Partner email and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and portal-based support; (ii) each correction of errors to keep the Service in conformance with the Documentation; and (iii) updated versions of the General Partner Service provided by Provider to its general customer base of subscribers at no additional charge. Support will not include: (i) set-up, installation, or configuration of hardware and Roseland Residential Holdingsoftware required for Customer to access the Service; or (ii) consultation, LLCerror correction, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel research with respect to Customer-created documents and information. The severity level of the problems reported by Customer shall be reasonably determined by Provider. Provider will resolve each reported error or issue with the Service by using commercially reasonable efforts to provide: (i) a patch or fix as necessary; or (ii) a reasonable workaround for the error or issue; or, if either (i) or (ii) are not reasonably practicable, a specific action plan regarding how Provider intends to address the reported error or issue and an estimate on how long it may take to correct or workaround the error or issue. Customer agrees to use commercially reasonable efforts to assist and provide information to Provider as required to resolve errors or issues with the Services reported by Customer. If a permanent repair cannot be made, a temporary resolution (bypass and recovery) will be implemented to the extent possible. Support covers any issue or problem that is the result of a verifiable, replicable error (Customer will use all reasonable means to verify and replicate) in the Service ("Verifiable Provider Issue"). An error will be a Verifiable Provider Issue if it constitutes a material failure by the Service to function in accordance with the Documentation included in the Service. If Technical Support reasonably determines that Customer’s problem is not caused by Provider or its systems, equipment, or software, Provider is not obligated to provide support under this Agreement and Agreement. Nevertheless, Provider will, if possible, offer suggestions as to how Customer can remedy the problem. If Provider determines that the issue was not the result of a Verifiable Provider Issue, Provider may offer to provide for out of scope professional services at Provider’s then current rates upon its standard terms to address the issue. Technical Support may also determine that Customer’s request is a request for "Additional Support." Additional Support is any other matters related hereto assistance not covered above. Examples of Additional Support include substantive questions regarding data or results, requests for Service customization, specialized training regarding use of the Service, custom documentation, and to future mattersconsulting. If Provider believes that it can appropriately and effectively provide the requested services, but unless otherwise agreed to, shall pay all it will offer do so at its own fees and expenses of such independent counselthen-current rates upon its standard terms.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement
General Provisions. (a) To 12.1 The relationship between the fullest extent permitted by law, the rights Licensor and Licensee is that of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiariesindependent contractors. The Partners agree Licensor and Licensee are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no other relationship other than independent contracting parties. The Licensor and Licensee shall have no power to execute and deliver such documents and agreements required to give effect to the foregoingbind or obligate each other in any manner, other than as is expressly set forth in this Agreement.
12.2 Neither this Agreement nor any rights granted hereunder may be required assigned or requested transferred by Licensee without the General Partnerprior written consent of the Licensor.
(b) 12.3 This Agreement, together with the other Transaction Documents, constitutes Agreement sets forth the entire agreement and understanding of between the Partners with respect parties as to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement subject matter hereof. There shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County no amendments or New York State Court located in New York County in any action or proceeding arising out of or relating modifications to this Agreement, except by a written document which is signed by both parties.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision 12.4 The headings for each article and section in this Agreement shall be determined by a court have been inserted for 12.1 convenience of competent jurisdiction reference only and are not intended to be invalid limit or unenforceable, such provision shall be enforced to expand on the extent it can be so enforced and such determination shall not affect meaning of (the remaining provisions of this Agreement, all of which shall remain language contained in full force and effectthe particular article or section.
(h) The failure of any Partner to enforce at any time any 12.5 Should anyone or more of the provisions of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, it shall be considered severed from this Agreement and shall not serve to invalidate the remaining provisions thereof. The parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by them when entering this Agreement may be realized.
12.6 This Agreement shall be construed and enforced in accordance with the laws of Nevada.
12.7 Any and all disputes arising out of or in connection with this Agreement including any question regarding its existence, validity or termination, shall be referred to arbitration in Nevada in accordance with the Rules for the time being in force which rules are deemed to be incorporated by reference into this clause. The tribunal shall consist of one (1) arbitrator to be appointed pursuant to the arbitration Rules. The arbitrator's decision shall be final and binding upon the parties and shall provide the sole and exclusive remedies of the parties. All judgement upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award or orders of enforcement. The commencement of any arbitration proceedings under this Clause shall in no way affect the continual performance of the obligations related to the subject matter of such proceedings. All arbitration proceedings shall be in the English Language.
12.8 Any delay in enforcing a party's rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of any such provision or party's rights to the future enforcement of any other provisionits rights under this Agreement, nor in any way affect the validity excepting only as to an express written and signed waiver as to a particular matter for a particular period of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of time.
12.9 Any notices required by this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner , shall be entitled specifically refer to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein shall be sent by registered or certified airmail, postage prepaid, or by telefax, telex or cable, charges prepaid or by overnight courier, postage prepaid and shall be forwarded to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are the respective addresses set forth below unless subsequently changed by written notice to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatthe other party: (i) For the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Licensor: ▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ For the Licensee: BT2 International, Inc. Suite 2067, ▇▇▇▇ ▇▇▇▇▇▇ LLP ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ Notice shall be deemed delivered upon the earlier of (i) when received, (ii) three (3) days after deposit into the “RP Law Firm”mail, or (iii) the date notice is sent via telefax, telex or cable, (iv) the day immediately following delivery to overnight courier (except Sunday and holidays).
12.10 Save as provided in Clause 12.11 below, in each case, in connection with a person who is not a party to this Agreement has no right under the drafting Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any terms and conditions of this Agreement.
12.11 If, at any time after the date of this Agreement the functions and (ii) each operations of the General Partner and Roseland Residential HoldingLicensor are assigned, LLCmerged, on transferred into or otherwise forms part of another organization (the one hand"New Entity"), and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree such that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, New Entity takes over the General Partner, whole or substantially the Partnership and related Affiliates and Subsidiaries. Each whole of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent Licensor's operations, then it is agreed that this Agreement may, at the Rockpoint Preferred Holders and their respective Affiliates in the enforcement option of the Transaction Documents. Each Licensor, be novated to the New Entity which will than assume all of the Rockpoint Preferred Holders agrees Licensor's rights and acknowledges obligations hereunder. It is further agreed that in the event of a default on the Licensor may assign all or any part of any of its rights hereunder to the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as New Entity or to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselLicensor's Affiliate at nominal consideration.
Appears in 3 contracts
Sources: Technology License Agreement (Exmovere Holdings, Inc.), Technology License Agreement (Exmovere Holdings, Inc.), Technology License Agreement (Exmovere Holdings, Inc.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits relating to the exclusive jurisdiction of any United States Federal court sitting in New York County subject matter hereof and supersedes all prior written or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESoral and all contemporaneous oral agreements, TO THE FULLEST EXTENT PERMITTED BY LAWunderstandings, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced and negotiations with respect to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties, and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth ▇kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Y▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each Underwriters as of the General Partner and Roseland Residential Holdingdate first above written. Underwriters listed on Schedule A hereto By: Name: E▇▇▇▇ ▇▇▇ Title: Chief Executive Officer Univest Securities, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects LLC Fosun International Securities Limited Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each Company per Ordinary Share (before expenses): $[●] Y▇▇▇ ▇▇▇▇▇▇ Sai Y▇▇▇ ▇▇▇▇▇▇ K▇ ▇▇▇▇ Pong H▇▇ ▇▇▇ Kan K▇▇▇ ▇▇▇▇▇ H▇▇ ▇▇▇ ▇▇▇ T▇▇▇ ▇▇▇▇ Low D▇▇▇▇▇ ▇▇▇▇▇▇ Glorious Quintessence Limited BioLingus (BVI) Limited British Virgin Islands BioLingus Research (Australia) Pty Ltd Australia BioLingus (Hong Kong) Limited Hong Kong Special Administrative Region BioLingus Beijing People’s Republic of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.China Biolingus IP GmbH Switzerland
Appears in 3 contracts
Sources: Underwriting Agreement (BioLingus (Cayman) LTD), Underwriting Agreement (BioLingus (Cayman) LTD), Underwriting Agreement (BioLingus (Cayman) LTD)
General Provisions. (a) To The Buyer and Seller will pay all Escrow Agent charges in accordance with their written agreement with the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all SubsidiariesEscrow Agent. The Partners agree to execute terms of this Agreement supercede and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding modify any terms of the Partners Contract that are inconsistent with respect to the matters covered hereby and shall supersede all previous writtenthis Agreement. The covenants, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This representations contained in this Agreement shall be binding uponupon the parties, their successors, executors or administrators, receiver, trustees, or assigns. Any notice or demand given in accordance with the terms and provisions of or in connection with this Agreement shall be in writing or by facsimile transmission, and inure may be given and shall be conclusively deemed and considered to have been given and received two (2) business days following the benefit ofdeposit thereof, in the U.S. mail, postage prepaid and addressed to any party at its address given at the beginning of this Agreement; provided, however, that actual notice, however given or received, shall always be effective. This Agreement may not be amended, altered, or modified except in writing and signed by the Buyer, Seller, Escrow Agent, and Agency. The undersigned signing for the Buyer, Seller, Escrow Agent, and Agency represent and warrant that they are duly authorized and empowered to execute this Agreement for their respective party. The section headings appearing in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and provisions of this Agreement. Notwithstanding the gender actually used, the parties to pronouns used in this Agreement shall be construed as masculine, feminine, or neuter as occasion may require. Buyer and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Seller shall be construed as plural as the occasion may require. This Agreement shall be governed by Federal law. In the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if event that any provision or clause in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceablethe Contract conflicts with the applicable law, such provision shall be enforced to the extent it can be so enforced and such determination conflict shall not affect the remaining other provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of can be given effect without the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other conflicting provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this This Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled subject to all rights applicable Federal regulations and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall any future amendments not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection inconsistent with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselexpress provisions hereof.
Appears in 2 contracts
Sources: Land Contract Agreement for Prompt Payment Guarantee, Land Contract Agreement for Prompt Payment Guarantee
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained ▇▇▇▇▇▇kindly sign and return to the Company the enclosed copies hereof, ▇▇▇▇ & whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. By: Name: H▇▇▇▇▇▇▇▇ LLP (▇▇▇▇▇▇▇▇ Title: Representative Director and Chairman The foregoing Underwriting Agreement is hereby confirmed and accepted by the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each Representative as of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counseldate first above written.
Appears in 2 contracts
Sources: Underwriting Agreement (Robot Consulting Co., Ltd.), Underwriting Agreement (Robot Consulting Co., Ltd.)
General Provisions. (a) To 15.01 Management will install a bulletin board in each Health Centre which may be used by the fullest extent permitted Union for posting notices approved by lawManagement and restricted to:
15.02 Insofar as it is practicable for Management to do so, overtime will be equitably distributed among those nurses in the rights bargaining unit which performs similar work in accordance with the process outlined in Letter No. 7.
15.03 The Union shall not conduct or attempt to conduct any Union activity during working time, except as herein expressly provided.
15.04 The Union will not during the life of and restrictions this Agreement make any economic demands on the Partnership and the Partners hereunder Company.
15.05 No provisions of this Agreement shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give have any effect prior to the foregoing, as may be required or requested by the General Partnerdate hereof unless otherwise specifically stated herein.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the 15.06 The parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed have provided for Supplemental Agreements signed by the laws parties simultaneously with the execution of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if 15.07 In the event of any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to conflict between the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement and the provisions of any other Agreement between the Company and a location under this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner whether or not the Ontario Nurses' Association is a signatory or party to enforce at any time any of such Agreement, the provisions of this Agreement shall prevail. In addition, in the event of any conflict between the provisions of this Agreement and a provision of an existing law at the time of signature of this Agreement, the provision of such law and not of the Agreement shall be construed applicable to all affected nurses.
15.08 Upon this Agreement becoming effective, all prior arrangements between the Company and the nurses covered by this Agreement, including Salaried Policies and Benefits, whether or not the Union is a party or signatory to the arrangements, are superseded and terminated.
15.09 The Company and the Union shall exchange, in writing, between October 19, 2023 and November 6, 2023 the proposals and demands with respect to the modification of this Agreement, and the proposals and demands with respect to any proposed new agreement to be entered into after termination of this Agreement on December 7, 2023. It is mutually agreed that any exchange of proposals and demands does not preclude changing or adding to such demands or proposals at a waiver of later date and that any such provision or of any other provision, nor exchange shall not in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation termination date of this Agreement.
(k) Whenever the context may require, any pronoun used in this 15.10 This Agreement shall include become effective at the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each beginning of the General Partner first Monday following receipt of notice of ratification by the Company from the Union and Roseland Residential Holdingshall continue in full force and effect until 11:59 p.m., LLCDecember 7, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm 2023 when it shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselautomatically terminate.
Appears in 2 contracts
Sources: Master Agreement, Master Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as a Limited Partnercontemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has retained ▇▇▇▇▇▇been and is made solely for the benefit of and shall be binding upon the Company, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in each case, in connection with the drafting of this Agreement, and (ii) each no other person shall acquire or have any right under or by virtue of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnershipthis Agreement. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership term “successors and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm assigns” shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of not include a default on the part purchaser of any of the Rockpoint Preferred HoldersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the GP Law Firm Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall be free to represent each become a binding agreement in accordance with its terms. Very truly yours, By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counseldate first above written.
Appears in 2 contracts
Sources: Underwriting Agreement (Antharas Inc), Underwriting Agreement (Antharas Inc)
General Provisions. (a) To the fullest extent permitted This Agreement and any or all terms hereof may not be changed, waived, discharged, or terminated orally, but only by law, the rights way of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested an instrument in writing signed by the General PartnerChief Executive Officer of the Corporation which employs Employee or such officer's designee.
(b) This Agreement, together Agreement shall be governed by and construed in accordance with the other Transaction Documents, constitutes the entire agreement and understanding laws of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral State of New Jersey or implied agreements, representations, statements, promises and understandings between them with respect to such mattersany other jurisdiction.
(c) It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of any jurisdiction where this Agreement may be subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in such jurisdiction, shall be the maximum restriction allowed by the laws of such jurisdiction and such restriction shall be deemed to have been revised accordingly herein. Employee further consents to personal jurisdiction in the State of New Jersey for the purposes of enforcing this Agreement and further agrees that the State of New Jersey is and shall be a convenient forum.
(d) If any portion of this Agreement shall be found to be invalid or contrary to public policy, the same may be modified or stricken by a Court of competent jurisdiction, to the extent necessary to allow the Court to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification by the Court of any provision shall not have the effect of invalidating the Agreement as a whole.
(e) This Agreement shall be binding upon, and inure to the benefit of, upon the parties to this Agreement hereto and their respective permitted heirs, personal representatives, successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterpartsconstitutes the entire and exclusive agreement between Employee and Corporation pertaining to the subject matter thereof, each of which shall be deemed an original against and supersedes and replaces any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules earlier confidential information, invention and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees non-competition agreements between Corporation and acknowledges that: (i) the General Partner Employee and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, representations and (ii) each understandings of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel parties with respect to this Agreement and as to thereto, without extinguishing whatsoever rights heretofore acquired by Corporation under any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselprevious agreements.
Appears in 2 contracts
Sources: Employee Confidential Information, Invention and Non Competition Agreement (Osteotech Inc), Employee Confidential Information, Invention and Non Competition Agreement (Osteotech Inc)
General Provisions. (a) To the fullest extent permitted by lawExcept as specifically revised or waived set forth above, the rights of and restrictions on the Partnership Credit Agreement and the Partners hereunder other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Each of the Credit Parties hereby confirms its respective guarantees, pledges, grants of security interests and mortgages and other obligations, as applicable, under and subject to the terms of each of the other Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Modification Agreement, such guarantees, pledges, grants of security interests and mortgages and other obligations, and the terms of each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be binding on, apply to in full force and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect after giving effect to the foregoing, as may be required or requested by the General Partnerthis Modification Agreement.
(b) This The execution, delivery and effectiveness of this Modification Agreement shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the Effective Date of this Modification Agreement, together with each reference in the other Transaction DocumentsCredit Agreement to “this Agreement”, constitutes the entire agreement “hereunder”, “hereof”, “herein” or words of similar import shall mean and understanding of the Partners with respect be a reference to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersCredit Agreement as revised hereby.
(c) Each Credit Party acknowledges and agrees that the revisions, waivers and consents set forth herein are effective solely for the purposes set forth herein and shall not be deemed (i) except as expressly provided in this Modification Agreement, to be a consent by the Agent or any Lender to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate the Agent or Lenders to forbear, waive, consent or execute similar revisions or waivers under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of the Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Modification Agreement.
(d) This Modification Agreement may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Modification Agreement by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Modification Agreement.
(e) In case any provision in or obligation under this Modification Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
(f) This Modification Agreement shall be binding upon, upon and inure to the benefit of, of the parties to this Agreement hereto and their respective permitted successors and assigns.
(dg) The validityWithout limiting the general applicability of Section 8.2 of the Credit Agreement, interpretation the Credit Parties agree to reimburse the Agent for the reasonable fees, costs and enforcement expenses of counsel in connection with the preparation, negotiation, execution, delivery and administration of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Modification Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this This Modification Agreement shall not be construed to be constitute a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writingLoan Document.
(i) The rights and remedies of the Partners set forth Section headings in this Modification Agreement are included herein for convenience of reference only and shall not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principlesconstitute a part of this Modification Agreement for any other purposes.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may requireTHE VALIDITY, any pronoun used in this Agreement shall include the corresponding masculineCONSTRUCTION AND ENFORCEABILITY OF THIS MODIFICATION AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrumentWITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, <Signatures Appear on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Following Pages>
Appears in 2 contracts
Sources: Loan Modification Agreement (Sunlink Health Systems Inc), Loan Modification Agreement (Sunlink Health Systems Inc)
General Provisions. (a) To The Hirer acknowledges that JUCY retains title to the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of Vehicle at all Subsidiariestimes. The Partners agree Hirer must not agree, attempt, offer or purport to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.sell,
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to Except as expressly set out in this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Consumer ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (▇▇▇ ▇▇▇▇, JUCY makes no warranties or other representa- tions with respect to the “RP Law Firm”)Vehicle or services provided, in each caseand any implied warranties or representations are excluded.
c) All charges and expenses payable by the Hirer under this Agreement are due on demand by JUCY including any collection costs and reason- able legal fees incurred by JUCY.
d) The Hirer must not assign, in connection with the drafting of transfer or novate this Agreement or any rights or obligations under this Agreement, and (ii) each without the prior written consent of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the PartnershipJUCY. The other Partners agree that Hirer authorises JUCY to sub-contract the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part provi- sion of any of the Rockpoint Preferred Holdersservices under this Agreement as JUCY may require in its absolute discretion from time to time and at any time.
e) If we waive any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
f) This Agreement constitutes the entire agreement of the parties and there are no other oral undertakings, oral representations, warranties or agreement between the parties relating to the subject matter of this Agreement that have been relied on by the Hirer and JUCY will have
g) To the extent that any clause or part of any clause is in any way unen- forceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. In the event this is not possible, the GP Law Firm shall clause (or where possible, the offending part) is to be free to represent each severed from this Agreement without affecting the enforceability, validity or legality of the Partners remaining clauses (other than or parts of those clauses as the Rockpoint Preferred Holderscase may be) which will contin- ue in full force and their respective Affiliates effect.
h) In this Agreement, including and Subsidiaries includes are not words of limitation.
i) The Agreement does not create a relationship of principal and agent, joint venture, partnership or fiduciary relationship between the parties.
j) All references to “$” in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement are to New Zealand dollars and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselinclude GST.
k) This Agreement is governed by New Zealand law.
Appears in 2 contracts
Sources: Rental Agreement, Rental Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) 16.1 This Agreement shall be binding upon, bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may not assign this Agreement or any rights hereunder without Lender's prior written consent and any prohibited assignment shall be absolutely void. No consent to an assignment by Lender shall release Borrower or any guarantor from their obligations to Lender. Lender may assign this Agreement and its rights and duties hereunder. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Lender's rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to Borrower or Borrower's business.
16.2 Paragraph headings and paragraph numbers have been set forth herein for convenience only; unless the parties contrary is compelled by the context, everything contained in each paragraph applies equally to this entire Agreement. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term 'including' is not limiting. The words 'hereof,' 'herein,' 'hereby,' 'hereunder,' and similar terms in this Agreement refer to this Agreement as a whole and their respective permitted successors and assignsnot to any particular provision of this Agreement.
(d) The validity16.3 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, interpretation whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and enforcement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.
16.4 Each provision of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any severable from every other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is for the purpose of determining the legal enforceability of any specific provision.
16.5 This Agreement cannot be changed or terminated orally. This Agreement contains the entire agreement of the parties hereto and supersedes all prior agreements, understandings, representations, warranties and negotiations, if any, related to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing.
(i) 16.6 The rights parties intend and remedies of the Partners set forth in this Agreement are not exclusive agree that their respective rights, duties, powers, liabilities, obligations and each Partner discretions shall be entitled to all rights performed, carried out, discharged and remedies available to such party under applicable legal or equitable principlesexercised reasonably and in good faith.
(j) The headings of the Sections in this Agreement are for reference purposes only 16.7 Each undersigned Borrower hereby agrees that it is jointly and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may requireseverally, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter formsdirectly, and the singular form primarily liable to Lender for payment and performance in full of nounsall duties, pronouns obligations and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of liabilities under this Agreement and all references each other document, instrument and agreement entered into by Borrower with or in favor of Lender in connection herewith, and that such liability is independent of the duties, obligations and liabilities of any other Borrower or any other guarantor of the Indebtedness, as applicable. Each reference herein to this Agreement Borrower shall encompass such Schedules mean each and Exhibitsevery Borrower party hereto, individually and collectively, jointly and severally.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Loan Agreement (Alanco Technologies Inc), Loan and Security Agreement (Alanco Technologies Inc)
General Provisions. (a) To Each of the fullest extent permitted parties hereto acknowledges that it is a sophisticated business person who was adequately represented by lawcounsel during negotiations regarding the provisions hereof, including, without limitation, the rights indemnification and contribution provisions of Section 8, and restrictions on is fully informed regarding said provisions. Each of the Partnership parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Offering Statement, any Preliminary Offering Circular and the Partners hereunder shall be binding on, apply to Final Offering Circular (and govern the operations any amendments and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoingsupplements thereto), as may be required or requested by the General PartnerSecurities Act and the Exchange Act.
(b) This AgreementThe respective indemnities, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied contribution agreements, representations, statementswarranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, promises regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling the Underwriters and understandings between the Company, the officers or employees of the Company, or any person controlling the Company (ii) acceptance of the Shares and payment for them with respect to such mattersas contemplated hereby and (iii) termination of this Agreement.
(c) This Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon, and inure to upon the benefit ofCompany, the parties Underwriters, the Underwriters’ officers and employees, any controlling persons referred to this Agreement herein, the Company’s directors and the Company’s officers who sign the Offering Statement and their respective permitted successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Shares from the Underwriters merely because of such purchase.
(d) The validityThis Agreement may be executed in two or more counterparts, interpretation and enforcement each one of this Agreement which shall be governed by an original, with the laws of same effect as if the State of Delaware without regard to its principles of conflicts of lawsignatures thereto and hereto were upon the same instrument.
(e) Each Partner hereby submits This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreementbenefit.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to The section headings herein are for the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any convenience of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes parties only and shall not affect in any way the meaning construction or interpretation of this Agreement.
(kg) Whenever For the context may requireavoidance of doubt, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form terms of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) this Agreement, (ii) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Subscription Agreement, and (iiiii) each the Escrow Agreements shall govern the relationship of the General Partner parties and Roseland Residential Holdingany terms of use included in the parties websites or subscription platforms will not apply. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. [SIGNATURE PAGE FOLLOWS] Very truly yours, By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written. By: Name: Title: Boustead Securities, LLC [__] Initial Closing: Offering price $5.00 per Share Number of Shares: [●] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, on EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2023. For the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each Purchase of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement [●]1 Shares of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Common Stock
Appears in 2 contracts
Sources: Underwriting Agreement (Soliton, Inc.), Underwriting Agreement (Soliton, Inc.)
General Provisions. The policies shall include the following provisions substantially in the form set out below:
(a1) To the fullest extent permitted by law, the The insurers hereby agree to waive all rights of subrogation howsoever arising which they may have or acquire against any of the Lenders and restrictions on the Partnership their officers, directors, employees and the Partners hereunder shall be binding on, apply to and govern the operations and acts assigns arising out of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partnerany occurrence in respect of which any claim is admitted hereunder.
(b2) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of All the provisions of this Agreement policy (except those relating to limits of liability) shall operate as if there were a separate policy covering each insured. Accordingly, the liability of the insurers shall not be construed conditional upon the due observance and fulfilment by any other Insured of the terms of this policy and of any duties imposed upon it relating thereto and shall not be affected by any failure in such observance of fulfilment by any other Insured.
(3) The Lenders and their respective directors, employees and assigns shall (whether or not they are insured parties under the policy) in no circumstances be liable for the payment of any premium or to perform any other obligation owed to the insurers. The insurers waive all rights of contribution against any other insurance effected by the Lenders.
(4) The Lenders and their respective officers, directors, employees and assigns are additional insureds under this policy. In respect of any policies covering third party liabilities, the Lenders are to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement included as an insured.
(5) The Agent shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.advised:
(i) The rights at least 60 days (or such lesser period as may be agreed between the Agent, the Insurance Adviser and remedies of the Partners set forth in this Agreement are not exclusive and each Partner Borrower Provided that such lesser period shall be entitled a minimum of 30 days) before any cancellation is to all rights take effect if any insurer cancels or gives notice of such cancellation of any insurance relative to the Project for any reason including non payment of premium;
(ii) at least 60 days (or such lesser period as may be agreed between the Agent, the Insurance Adviser and remedies available the Borrower Provided that such lesser period shall be a minimum of 30 days) before any reduction in any limit or coverage, any increase in any deductible or any termination before the original expiry date is to such party under applicable legal take effect;
(iii) of any act or equitable principlesomission or of any event of which the insurer has knowledge and which might invalidate or render unenforceable in whole or in part any insurance relative to the Project.
(j6) The headings of In addition to any other requirements relating to such insurance, the Sections in this Agreement are for reference purposes only Borrower shall ensure and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, agrees to procure that each of which its primary insurers shall be deemed an original against any party who signed ensure in relation to each such counterpart, but all policy of which together insurance that it acknowledges that the Borrower is the borrower under loans with the Lenders and that the following provisions shall constitute one and apply to the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.policy:
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner insurer undertakes to advise the Lenders of any circumstance regarding the renewal or non-renewal of the insurance or failure to pay the premium so that there is not, under any circumstances, a break in the period of insurance and Roseland Residential Holdingto pass outstanding premium notices to the Lenders, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (who may pay the “GP Law Firm”), premium on behalf of the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and insured;
(ii) each the sums insured and risks covered under the insurances may not be reduced in any way without the prior written consent of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that Agent;
(iii) in the event of a default on failure to pay the part premium by the insured, as referred to in paragraph 5(i) above, the insurer undertakes to issue an endorsement modifying the policy, with effect from the preceding due date, to take account of any requirements of the Rockpoint Preferred HoldersAgent;
(iv) the insurer undertakes to make all payments under the policy directly into the Compensation Account and to name the Security Trustee as sole loss payee (except under policies or sections covering legal liability in respect of third party claims or employer's liability, or in respect of all payments following notification by the GP Law Firm shall be free to represent each Security Trustee of the Partners occurrence of a Designated Event or a Prepayment Event);
(v) the Insurers undertake to each Lender that the policy shall not be invalidated as regards the respective rights and interest of each Lender and that the Insurers will not seek directly or indirectly to avoid any liability under this policy because of any act, neglect, error or omission made by any other than Insured (whether occurring before or after the Rockpoint Preferred Holdersinception of the policy), including, without limitation, any failure by any other Insured to disclose any material fact, circumstance or occurrence, any misrepresentation by any other Insured, any breach or non-fulfilment by any other insured whether or not any such act, neglect, error or omission, could, if known at any time, have affected any decision of the Insurers to grant the policy, to agree to any particular term or terms of the policy (including, without limitation, this provision) and their respective Affiliates the amount in relation to this policy or to liability which might arise thereunder. The Lenders shall have no duty of disclosure except in relation to information made available to them by any other insured parties relating to this Project, and Subsidiaries in that the enforcement foregoing provisions shall take effect from the date of the Transaction Documents. Each Partner has had, policy and will have, may not be altered without the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses consent of such independent counselthe Lenders.
Appears in 2 contracts
Sources: Facility Agreement (Macquarie Infrastructure CO Trust), Facility Agreement (Macquarie Infrastructure Assets Trust)
General Provisions. 8.1. This Agreement may only be amended by decision of Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock and by the execution of a specific instrument.
8.1.1. Any Shareholder who disagrees with the decision to amend this Agreement made by Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock may have his/her Shares discharged from this Agreement by sending written notice to this effect to the other Shareholders, provided that such Shareholder (a) To shall have his/her rights set forth in Section II of this Agreement removed or unfavorably modified or (b), in view of the fullest extent permitted proposed change, shall be affected by lawany other material, unfavorable change in his/her contractual rights hereunder or set forth in the rights of and restrictions applicable laws.
8.2. Starting on the Partnership date hereof, no Shareholder may execute any other shareholders’ agreement or similar instrument concerning the Company or the Shares without the previous written consent of those holding at least seventy-five percent (75%) of the Relating Capital Stock. Each of the Shareholders hereby consents to the other Shareholders executing the Shareholders Agreement.
8.3. The Shareholders may ▇▇▇▇▇ ▇▇▇▇▇▇ of attorney to third parties for the same to represent them before the Company at shareholders’ meetings and the Partners hereunder any corporate actions, on condition that such third parties shall vote and/or proceed as set forth in this Agreement, which condition shall be binding on, apply set forth in any such powers of attorney.
8.4. Each Shareholder agrees to take any and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, steps as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement needed for a proper and understanding full performance of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to obligations assumed under this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if 8.5. If any provision provisions contained in this Agreement is held null or ineffective, then such fact will not compromise the validity and effectiveness of any other provisions, which shall be determined fully observed, and the Shareholders agree to use their best efforts to agree on a valid alternative to achieve the same effects as intended by a court of competent jurisdiction to be invalid the provision having been held null or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effectineffective.
(h) The failure of any Partner 8.6. Subject to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provisionspecifically in this respect, nor this Agreement is binding upon the Shareholders and their respective heirs, successors and assigns in any way affect capacity. The Shareholders agree, on behalf of themselves and their successors, to abide by the validity of rules set forth in this Agreement or Agreement, as well as the right of any Partner to enforce each and every such provision rules set forth in the futureCompany’s other shareholders agreements.
8.7. No waiver of any breach of All notices and/or communications under and/or related to this Agreement shall be held in writing and delivered in person, by mail or by e-mail, with return notice (or proof of delivery, for e-mail) requested in any event, and shall be addressed to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.the Shareholders as shown below:
(ia) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled If to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatNércio: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Name: Nércio ▇▇▇▇ LLP ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (the “GP Law Firm”)+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(b) If to ▇▇▇▇▇▇▇: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Address: Rua Cenno Sbrighi, the Rockpoint Preferred Holdersnº 170, as a Limited Partner9º andar, has retained Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(c) If to Alon: Name: ▇▇▇▇ ▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇ andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ & e-mail: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(d) If to ▇▇▇▇▇▇: Name: ▇▇▇▇▇▇ ▇▇▇▇ Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(e) If to ▇▇▇▇▇▇: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ LLP Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(f) If to the Company: Name: Linx S.A., care of Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
8.7.1. Any notices given under this Section shall be deemed delivered: (a) at the time of delivery if delivered in person; (b) at the time of receipt if sent by mail or courier; (c) at the time when proof of delivery is received by the sender, if sent by e-mail.
8.7.2. Any of the parties to this Agreement may change the address to which notices are to be sent by giving written notice thereof to the other parties according to Section 8.7 above.
8.7.3. For the purposes of article 118, § 10, of the Corporation Law, each Shareholder appoints the individuals named in Section 8.7 above as their respective representatives for the purposes of any communications with the Company in terms of providing or receiving information whenever necessary, in accordance with the provisions of this Agreement.
8.8. The Shareholders acknowledge that a mere payment of damages would not be an appropriate compensation for any default of obligations undertaken under this Agreement, which permits specific performance in accordance with the law.
8.9. This Agreement, as signed and initialed on the date hereof, together with the exhibit hereto, is the entire understanding among the Shareholders, by said date, on the transaction carried out hereunder. The Shareholders agree that this Agreement accurately reflects the negotiations previously held and their respective intents and fully supersedes any other documents or memoranda of any nature whatsoever previously exchanged among or signed by the parties, including the 2012 Shareholders Agreement, which is hereby terminated with no further formalities by the Shareholders for all legal purposes. It is hereby agreed that, for all intents and purposes, only this Agreement shall govern the relationships among Shareholders concerning the provisions hereof.
8.10. The Shareholders shall use their best efforts to try and amicably resolve all disputes arising out of this Agreement. If there should be any dispute, the Shareholder interested in resolving it shall send written notice to the other party with a view to holding amicable, good-faith negotiations in order to resolve the dispute within a period of thirty (30) days of the receipt of such notice.
8.11. Should the Shareholders fail to reach an amicable agreement on the dispute within the period set forth in Section 8.10 above, then the legal representative of one of the interested Shareholders shall give written notice to the legal representatives of the other interested Shareholder calling for them to jointly and amicably seek, within a period of thirty (30) days of such new notice, the best possible solution for the Shareholder involved.
8.12. If, upon expiration of the period set forth in Section 8.11 above, the legal representatives should fail to reach an amicable consensus on the dispute, then all matters, questions and disputes generally related to this Agreement, including, but not limited to, any question concerning its existence, effectiveness and termination, shall be referred to arbitration according to the following provisions:
(i) The arbitration shall be submitted to the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“RP Law FirmCCBC”), in each case, in connection accordance with the drafting of this Agreement, and CCBC’s Arbitration Rules (hereinafter referred to as the “Rules”).
(ii) each The dispute shall be resolved by an Arbitral Tribunal (the “Arbitral Tribunal”) consisting of the General Partner and Roseland Residential Holding, LLC, on the three (3) arbitrators. Each party shall designate one handarbitrator, and the Rockpoint Preferred Holderstwo (2) arbitrators so designated shall, by mutual agreement within a period of ten (10) days of the receipt of notice to be sent by the CCBC, appoint the third arbitrator, who shall act as president of the Arbitral Tribunal. Upon lapse of such period of ten (10) days, if the arbitrators appointed by the parties should fail to reach an agreement on the other handappointment of the third arbitrators, expects who shall serve as president, such third arbitrator shall be appointed by the President of the CCBC. Where there are multiple parties, whether as plaintiffs or respondents, such multiple plaintiffs or multiple respondents shall jointly designate one arbitrator.
(iii) The arbitration shall be held in the City of São Paulo, Brazil, where the arbitration award will be issued. The arbitration procedure shall be held in Portuguese and in accordance with Law No. 9.307/96.
(iv) Without prejudice to continue the effectiveness of this arbitration clause, the parties hereby elect, to retain the GP Law Firm exclusion of any others, the courts in the Judicial District of São Paulo, State of São Paulo, if and when necessary, exclusively for the purposes of: (i) enforcing any obligations that are promptly capable of being enforced by court order; (ii) securing restraining orders or injunctive relief to assure the effectiveness of the arbitration procedure; and (iii) obtaining any specific performance order, it being understood that once such restraining order or specific performance order is obtained, then full and exclusive powers to resolve any and all such matters, whether procedural or on the merits, as may have given rise to the filing for relief or specific performance order shall be restored to the Arbitral Tribunal to be appointed or having already been appointed, and the RP Law Firmrelevant legal proceedings shall be suspended until a partial or final decision in the matter is rendered by the Arbitral Tribunal. Any filings provided for in this section shall not operate as a waiver of this arbitration clause or the full jurisdiction of the Arbitral Tribunal.
(v) The Arbitral Tribunal shall render its award within a period of twelve (12) months as of the execution of the Arbitration Agreement. This period may be extended for up to six (6) months by the Arbitral Tribunal, respectivelyto the extent justification is given.
(vi) The arbitration award shall fix the arbitration fees and decide which of the parties shall bear them in what proportions they shall be shared by the parties. In any event, each party shall pay its own attorney’s fees.
(vii) The Shareholders and the arbitrators shall keep any and all information concerning the arbitration in connection with matters involving secrecy.
(viii) The Shareholders and the Partnership. The other Partners Company agree that any order, decision or determination by the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm Arbitral Tribunal shall be free final and binding upon the parties to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges relevant dispute.
(ix) The Company represents that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm it is bound by this arbitration clause for all legal purposes.
(x) The arbitration shall be free subject to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has hadlaw, and will have, the opportunity to retain its own independent counsel with respect to arbitrators shall compulsorily apply the provisions of this Agreement and as to the laws of the Federative Republic of Brazil.
8.13. This Agreement shall be governed by and interpreted in accordance with the laws of the Federative Republic of Brazil, which shall also be the governing law for any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselarbitration hereunder.
Appears in 2 contracts
Sources: Shareholders Agreement (Linx S.A.), Shareholders Agreement (Linx S.A.)
General Provisions. (a) To 7.1 In the fullest extent permitted by lawevent of any inconsistency or conflict between Schedule A and the rest of this Agreement, including the body of this Agreement, Schedule B and Schedule C, the rights rest of and restrictions on the Partnership and the Partners hereunder this Agreement shall govern.
7.2 The parties may, by mutual agreement in writing, add to, delete or amend any term or condition of this Agreement.
7.3 This Agreement shall not be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested assigned by the General PartnerRecipient without the prior written consent of the Minister.
(b) 7.4 This Agreement, together with Agreement is binding upon the other Transaction Documents, constitutes parties’ successors and assignees.
7.5 This Agreement is the entire agreement between the Minister and understanding of the Partners Recipient with respect to the matters covered hereby Project and shall supersede the Grant and supersedes all previous writtenagreements, oral or implied negotiations and understandings. There are no agreements, representations, statementswarranties, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding uponterms, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting conditions or commitments except as expressed in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. 7.6 No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided is effective unless made in writing, and any such waiver has effect only in respect of the particular provision or circumstance stated in the waiver. No representation by either of the parties with respect to the performance of any obligation under this Agreement is capable of giving rise to an estoppel unless the representation is made in writing.
(i) 7.7 The rights Minister’s responsibility pursuant to this Agreement is limited solely to the provision of financial assistance in accordance with the terms and remedies of the Partners conditions set forth out herein.
7.8 Nothing in this Agreement are not exclusive and each Partner makes, or shall be entitled construed to all rights and remedies available to such party under applicable legal make the Recipient or equitable principles.
(j) The headings any of its employees, directors, officers, contractors or agents an agent of the Sections Minister. Nothing in this Agreement are for reference purposes only creates, or shall be construed to create an agency, partnership, joint venture or employment relationship between the Minister and the Recipient or any of employees, directors, officers, contractors or agents.
7.9 The Recipient shall not affect incur any expenses or debts on behalf of, nor make any commitments for the Minister.
7.10 The Minister may, in the Minister’s sole and absolute discretion, delegate any way duties, powers or functions relating to the meaning or interpretation provisions of this Agreement.
(k) Whenever the context may require7.11 All notices, any pronoun used in approvals, consents and other communication under this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, writing and will havebe effective when delivered in person, by mail, e-mail, couriered or faxed to the opportunity following respective addresses: Name: Click here to retain its own independent counsel with respect enter name. Position: Click here to this Agreement enter position. Branch: Click here to enter branch. Division: Click here to enter division. Alberta Labour and as Immigration Address: Click here to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselenter address.
Appears in 2 contracts
Sources: Grant Agreement, Grant Agreement
General Provisions. (3.1 Unless the context or any other collateral agreements between the Town or the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words “at the sole expense of the Developer”.
3.2 The Developer hereby covenants, warrants and agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may arise directly or indirectly by reason of the design, installation, construction, or operation of any of the Works required under this Agreement, or by reason of the maintenance or lack of maintenance of such Works by the Developer pursuant to the terms of this Agreement or by reason of any defect in workmanship or material.
3.3 The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein:
a) To shall run with the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder Lands; and,
b) shall be binding onupon the Developer, apply its heirs, executors, administrators, assigns and successors in title, from time to time; and,
c) the benefits of the said covenants shall enure to the Town, its successors and govern the operations and acts assigns in title, of all Subsidiaries. The Partners agree roads, streets, and public Lands forming part of or abutting on the Lands.
3.4 Any notices required or permitted to execute and deliver such documents and agreements required to give effect be given pursuant to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement terms of this Agreement shall be governed by given in the laws manner set out in Section 42.
3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the State parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of Delaware without regard to its principles of conflicts of lawthe Lands.
(e) Each Partner hereby submits 3.6 The Developer shall impose restrictions as set forth in Schedule "H" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the exclusive jurisdiction requirements of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES3.7 The Schedules annexed hereto, TO THE FULLEST EXTENT PERMITTED BY LAWbeing Schedules “A” to “H” inclusive, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARYare deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
(g) Subject 3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 23(e)67 of the ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, and amendments thereto.
3.9 In constructing, installing or providing the Works, the Developer shall comply with all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation.
3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any provision time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement.
3.11 If any term of this Agreement shall be determined by a court of competent jurisdiction found to be invalid ultra ▇▇▇▇▇ of the Town, or unenforceableotherwise unlawful, such provision term shall conclusively be deemed to be severable and the remainder of this Agreement mutatis mutandis shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) 3.12 The failure of any Partner to enforce at any time any of the provisions of this Agreement Developer shall not be construed to be a waiver of any such provision call into question directly or of any other provisionindirectly, nor in any way affect the validity of this Agreement proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the right of any Partner the Town to enter into this Agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such provision in the future. No waiver action or proceeding as a complete and conclusive estoppel of any breach denial of this Agreement such right.
3.13 Time shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation essence of this Agreement.
(k) Whenever 3.14 Prior to execution of this Agreement by the context may requireTown, the Developer shall deliver to the Town a Certificate of Status issued by the Ontario Ministry of Government and Consumer Services verifying that the Developer is a company duly incorporated under the laws of the Province of Ontario and is in good standing.
3.15 The Developer hereby agrees to procure, register and provide to the Town any pronoun used in postponement agreements which the Town solicitor considers necessary to ensure that this Agreement shall include have priority over any interest of a mortgagee in the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versaLands.
(l3.16 The Developer shall notify or cause to be notified each and every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into by the Developer.
3.17 In the event that a Mortgagee(s) This exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement may be executed in has been entered into with the Town.
3.18 In the event that the Developer wishes to register more than one or more counterpartsPlan of Subdivision over the Lands, each the Developer shall first obtain the written consent of the Town to do so, which consent shall be deemed an original against any party who signed conditional upon the Developer registering such counterpart, but Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town.
3.19 Any and all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to Developer’s obligations under this Agreement shall encompass such Schedules be joint and Exhibitsseveral.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Subdivision Agreement, Subdivision Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇Title: Chief Executive Officer and Chairman The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇ Title: Chairman Prime Number Capital LLC [●] [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Underwriter’s Warrants: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Zhongjin International Limited Hong Kong Erhua Medical Technology (Changzhou) Co., Ltd PRC Changzhou Zhongjin Medical Co, Ltd PRC Zhongjin Medical Taizhou Co., Ltd. PRC Changzhou Zhongjin Jing’ao Trading Co., Ltd PRC [●], 2022 Prime Number Capital LLC, As Representative of the underwriters of the Company ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative (the “RP Law FirmRepresentative”) of the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with JIN MEDICAL INTERNATIONAL LTD., a Cayman Islands exempted company (the “Company”), in each case, in connection with connectin to the drafting of this Agreement, and initial public offering (iithe “Offering”) each of the General Partner and Roseland Residential HoldingCompany’s ordinary shares, LLC, on par value $0.001 per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 2 contracts
Sources: Underwriting Agreement (Jin Medical International Ltd.), Underwriting Agreement (Jin Medical International Ltd.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements Any notice required to give effect be given pursuant to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement terms and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not will be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is sent in writing.
(i) The rights and remedies 1. Notice to the Secretary will be sent to: Center for Medicare Division of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Pharmaceutical Manufacturer Management Mailstop C1-26-16 ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇-▇▇▇ LLP ▇▇
2. The CMS address may be updated upon written notice to the Manufacturer.
3. Notices to the Manufacturer will be sent to the address as provided with this Agreement and updated upon Manufacturer notification to CMS at the address in this Agreement.
(b) In the event of a transfer in ownership of the Manufacturer, this Agreement is automatically assigned to the new owner, and all terms and conditions of this Agreement remain in effect.
(c) Nothing in this Agreement will be construed to require or authorize the commission of any act contrary to law. If any provision of this Agreement is found to be invalid by a court of law with competent jurisdiction, this Agreement will be construed in all respects as if any invalid or unenforceable provision were eliminated, and without any effect on any other provision.
(d) Nothing in this Agreement shall be construed as a waiver or relinquishment of any legal rights of the Manufacturer or the Secretary under the Constitution, the Act, other Federal laws, or State laws.
(e) This Agreement shall be construed in accordance with Federal law and ambiguities shall be interpreted in the manner which best effectuates the statutory scheme. Any litigation arising from or relating to this Agreement shall be resolved in Federal court.
(f) The terms “RP Law FirmMedicare” and “Manufacturer” incorporate any contractors which fulfill responsibilities pursuant to the Agreement unless specifically provided for in this Agreement.
(g) Except for the conditions specified in paragraph (a) of this section, this Agreement once finalized, will not be altered by the parties. However, the Secretary retains the authority to amend the model Agreement after consulting with manufacturers and allowing for comment on such amendments.
(h) Nothing in this Agreement shall be construed as requiring coverage under Part D of a Manufacturer’s product if that product does not otherwise meet the definition of a covered Part D drug under 42 CFR 423.100.
(i) Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is occasioned by a contingency beyond such party’s reasonable control, including, but not limited to, lockouts, riots, wars, fires, floods or storms (a “Force Majeure Event”). A party claiming a right to excused performance under this section shall promptly notify the other party in writing to the extent of its inability to perform, in each case, in connection which notice shall specify the Force Majeure Event that prevents such performance and include a timeline for remediation. The party failing to perform shall use reasonable efforts to avoid or remove the cause of the Force Majeure Event and shall resume performance under the Agreement promptly upon the cessation of the Force Majeure Event.
(j) This Agreement and the exhibits attached hereto contain the entire agreement of the parties with respect to the drafting subject matter of this Agreement, and (ii) each of the General Partner and Roseland Residential Holdingsupersede all prior negotiations, LLC, on the one handagreements, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel understandings with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselthereto.
Appears in 2 contracts
Sources: Medicare Coverage Gap Discount Program Agreement, Medicare Coverage Gap Discount Program Agreement
General Provisions. (a) To 9.1 The Purchaser undertakes not to issue preferred stock without the fullest extent permitted by law, the rights approval of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇ ▇, ▇▇▇▇ & ▇or ▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, ▇▇▇▇▇ except in connection with obtaining any financing required to complete this Agreement provided that the drafting of Purchaser's obligations pursuant to this Agreement, and clause shall terminate upon the earliest to occur of:
(iia) each the satisfaction of the General Partner and Roseland Residential Holding, LLC, Deferred Consideration; and
(b) the date the capital stock of the Purchaser becomes listed on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. NASDAQ.
9.2 Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm Vendors shall be free to represent the Rockpoint Preferred Holders jointly and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that severally liable in the event of any breach of the warranties, representations, indemnities, covenants, agreements and obligations of the Vendors under this Agreement provided that the Purchaser may release or compromise the liability of one of the Vendors hereunder or grant to one of the Vendors time or other indulgence without affecting the liability of the other Vendor hereunder.
9.3 Until such time as all of the consideration has been paid to the Vendors and for so long as either of the Consultancy Agreements in favour of Panton Management Limited and Northern Management Limited shall subsist, the Purchaser shall procure that no one shall be appointed a default Director of the Company (or of ACL following completion of the purchase of all the issued shares in ACL in the event that such completion takes place) without the written consent of Panton Management Limited, Northern Management Limited, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇.
9.4.1 Without prejudice to any right or remedy available to the Purchaser pursuant to clause 6 or otherwise, the Vendors shall be liable on an indemnity basis for all costs, claims and expenses reasonably incurred by the part Purchaser in connection with any claim arising out of any warranty, representation, undertaking or indemnity contained in this Agreement (or any breach thereof) or any of the Rockpoint Preferred Holdersagreements in the agreed form provided that the relevant claim is successful or settled in favour of the Purchaser.
9.4.2 Without prejudice to any right or remedy available to the Vendors pursuant to this Agreement, the GP Law Firm Purchaser shall be free to represent each liable on an indemnity basis for all costs, claims and expenses reasonably incurred by the Vendors in connection with any claim arising out of any warranty, representation, undertaking or indemnity contained in this Agreement (or any breach thereof) or any of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries agreements in the enforcement of agreed form provided that the Transaction Documents. Each Partner has had, and will have, relevant claim is successfully resisted by the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselVendors.
Appears in 2 contracts
Sources: Share Sale and Purchase Agreement (Symposium Telecom Corp), Share Sale and Purchase Agreement (Symposium Telecom Corp)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇▇▇ LLP ▇▇▇▇ Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: [●] Title: [●] By: Name: [●] Title: [●] Prime Number Capital LLC Shengang Securities Company Limited [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per one Share: $[●] Underwriting Discount per one Share: 7.5% per share (the “GP Law Firm”)or $[●] per share) Proceeds to Company per one Share (before expenses): [●] ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Tongying Zhang ▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Bright Accomplish Limited Kang Fu International Medical Co., the Rockpoint Preferred HoldersLimited Hong Kong Yangzhou Huada Medical Device Co., as a Limited PartnerLtd The People’s Republic of China Jiangsu Yada Technology Group Co., has retained Ltd The People’s Republic of China Jiangsu Huadong Medical Device Industrial Co., Ltd The People’s Republic of China Yangzhou Guanghui Medical Technology Co., Ltd. The People’s Republic of China [●], 2021 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Floor 16/22/23, Chamtime International Finance Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇▇ LLP named on Annex A to the Underwriting Agreement Dear Sirs: As an inducement to the underwriters, for which Prime Number Capital LLC and Shengang Securities Company Limited is acting as representatives (the “RP Law FirmRepresentatives”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Meihua International Medical Technologies Co., Ltd. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The Lock-Up Period will commence on the date of this Agreement and continue and include the date 365 days following the consummation of the Offering. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Ordinary Shares, the drafting Representative will notify the Company of this Agreementthe impending release or waiver, and (ii) each the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the General Partner and Roseland Residential Holding, LLC, on release or waiver. Any release or waiver granted by the one handRepresentative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the Rockpoint Preferred Holderstransferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, on to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other handbusiness entity (1) transfers to another corporation, expects partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares to continue limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, transfers to retain the GP Law Firm beneficiary of such trust, (v) by testate succession or intestate succession or (vi) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(v), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party under Section 16(a) of the RP Law FirmSecurities Exchange Act of 1934, respectivelyas amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with matters such transfer. Furthermore, notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities in a transaction not involving a public offering or public resale; provided that (x) the Partnershiptransferee agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (y) no filing by any party under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer and (z) such Undersigned is not an affiliate (as defined under Rule 12b-2 of the Exchange Act) to the Company. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, nor more remote than first cousin. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Ordinary Shares if such transfer would constitute a violation or breach of this Agreement. The other Partners agree undersigned hereby represents and warrants that the GP Law Firm may continue undersigned has full power and authority to represent MCRC, MCRLP, MCPTenter into this Agreement and that upon request, the General Partner, undersigned will execute and additional documents necessary to ensure the Partnership validity or enforcement of this Agreement. All authority herein conferred or agreed to be conferred and related Affiliates and Subsidiaries. Each any obligations of the Partners agrees and waives any present undersigned shall be binding upon the successors, assigns, heirs or future conflict for such representationpersonal representatives of the undersigned. The RP Law Firm undersigned understands that the undersigned shall be free released from all obligations under this Agreement if (i) the Company notifies the Representative that it does not intend to represent proceed with the Rockpoint Preferred Holders and their respective Affiliates in Offering, (ii) the enforcement of Underwriting Agreement does not become effective, or if the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners Underwriting Agreement (other than the Rockpoint Preferred Holdersprovisions thereof which survive termination) shall terminate or be terminated prior to payment for and their respective Affiliates and Subsidiaries delivery of the Ordinary Shares to be sold thereunder, or (iii) the Offering is not completed by [●]. The undersigned understands that the underwriters named in the enforcement Underwriting Agreement are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the Transaction DocumentsState of Florida. Each Partner has hadVery truly yours, By: (and will haveindicate capacity of person signing if signing as custodian, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matterstrustee, but unless otherwise agreed toor on behalf of an entity) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, shall pay all its own fees and expenses of such independent counselHER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING (AS DEFINED BELOW) UNDER THE REGISTRATION STATEMENT NO.: 333-258659 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF PRIME NUMBER CAPITAL LLC AND SHENGANG SECURITIES COMPANY LIMITED, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[●] [DATE THAT IS 180 DAYS BEGINNING ON THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[●] [DATE THAT IS FOUR YEARS AFTERTHE EFFECTIVE DATE OF THE OFFERING].
Appears in 2 contracts
Sources: Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.), Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested In issues not regulated by the General Partner.
contract concluded between Turck Hungary Kft. (b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇▇ LLP (the “GP Law Firm”)▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇, the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ; tax nr.: 12328224-2-4) as supplier (hereinafter referred to as the “RP Law Firm”)Supplier) and the Purchaser, in each case, in connection with the drafting provisions of this Agreementthe present General Supply Conditions’ provisions shall prevail. The present General Supply Conditions shall be utilised – unless otherwise indicated – for all orders between the parties. Insofar as parties concluded a separate written contract between the parties, and (ii) each the provisions of said contract differ from the present General Terms and Conditions , the conditions defined in the separate contract shall prevail. Any deviation from or modification and amendment of the General Partner Supply Conditions shall only be possible in written form by the authorized representatives . The modification of the product range and Roseland Residential Holdingany modification in the price list by the Supplier, LLCshall not constitute an amendment of the contract. The Purchaser ’s General Terms and Conditions differing from or supplementing the present General Supply Conditions are not binding for the Supplier, on not even when the one hand, Supplier does not explicitly object to said terms. The General Terms and Conditions of the Purchaser shall only constitute a sole and exclusive part of the contract when the Purchaser expressly accepts said conditions in writing . Insofar as the Supplier ’s General Supply Conditions and the Rockpoint Preferred HoldersPurchaser ’s General Terms and Conditions are in contradiction , on the other handSupplier ’s this present General Terms and Conditions shall prevail (prevailing rule). Insofar as the general terms and conditions of the Purchaser , expects to continue to retain properly dispatched and received by the GP Law Firm Supplier should contain a similar prevailing rule and the RP Law Firmconflict of conditions cannot be resolved, respectively, in connection with matters involving the Partnershipprovisions of the existing Hungarian legislation shall prevail instead of the conflicting provisions. The other Partners agree that customary form of operations previously agreed to between the GP Law Firm may continue Supplier and the Purchaser shall not be considered a part of the contract, neither the practices established between said parties, unless the parties have separately agreed to represent MCRC, MCRLP, MCPTsuch a course of action in writing. Furthermore , the General Partner, customary form of operations which are widely known and regularly used by the Partnership and related Affiliates and Subsidiaries. Each subjects of similar contract in the given business shall also not be considered to be a part of the Partners agrees contract between the Supplier and waives any present or future conflict for the Purchaser, unless the parties have separately agreed to recognize such representationmeasures in writing. The RP Law Firm shall be free General Supply Conditions of Turck Hungary Kft. solely apply to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement undertakings defined under Section 8:1(4) of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselCivil Code.
Appears in 2 contracts
Sources: General Terms and Conditions, General Supply Conditions
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) 10.1 This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard --. The Parties hereto agree that,
10.2 The Parties will execute from time to its principles of conflicts of law.
(e) Each Partner hereby submits time any confirmatory license subject to the exclusive jurisdiction terms of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out this Agreement as is necessary to enable the registration of or relating to the license rights which are acquired under this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES10.3 This Agreement embodies the entire understanding between the Parties, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid and there are no other agreements or unenforceable, such provision shall be enforced understandings between them relating to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreementsubject matter hereof, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision whether written or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureoral. No waiver of any breach amendment or modification of this Agreement shall be held to be a waiver valid or binding upon the Parties unless made in writing and signed by the authorized representatives of the Parties.
10.4 The invalidity of any provision or obligation hereunder, or the contravention thereby of any law, rule or regulation of any local or national government or agency, shall not relieve either Party from its obligations under, nor deprive either Party of the advantages of, any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided and such waiver is invalid provision or obligation shall be inoperative and severable from this Agreement and the remaining terms of this Agreement shall be binding upon the Parties. The Parties agree that to effect their intent, the court exercising jurisdiction over any matter under this Agreement may rewrite, alter or vary any provision found by the court to be invalid or unenforceable in writingsuch a manner as to be valid and enforceable.
(i) The rights and remedies of the Partners 10.5 Except as expressly set forth in this Agreement are not exclusive and each Partner Agreement, both Parties shall be entitled solely responsible for their own costs and expenses incurred prior to all rights and remedies available or pursuant to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each neither Party shall
10.6 B shall be solely responsible for all Damages caused by itself, its Affiliates, any Licensed Products or by its personnel, agents, consultants, contractors, or subcontractors, except where any such Damage was caused by the willful misconduct or gross negligence of A. B shall indemnify A from any costs incurred by A or any Affiliate of A in relation to any Damages suffered by A or any Affiliate of A or by the personnel, agents, consultants, contractors, or subcontractors of A or any Affiliate of A that was caused by B or by the personnel, agents, consultants, contractors, or subcontractors of the General Partner B, or for Damages suffered by the property of A or any Affiliate of A or of any such personnel, etc., caused by the agents, consultants, contractors, or subcontractors of the B, except to the extent that such Damage was contributorily caused by the willful misconduct or gross negligence of A. As used in this Paragraph, "Damages" shall include all damage to, loss of or loss of use of property, both real and Roseland Residential Holding, LLC, on the one handpersonal, and the Rockpoint Preferred Holdersall injury to or death of any human beings. "Damages" shall also include all legally cognizable categories of damages, on the other handincluding without limit, expects to continue to retain the GP Law Firm all direct, indirect, and the RP Law Firmconsequential damages, respectivelyand loss of profits, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each whether or not a B knew or should have known of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses possibility of such independent counseldamages.
Appears in 2 contracts
Sources: License Agreement, License Agreement
General Provisions. (a) To This Agreement shall bind and inure to the fullest extent permitted by lawbenefit of the respective successors and assigns of the parties; provided, the however, that Pledgor and BPN may not assign this Agreement or any rights of hereunder without Lender's prior written consent and restrictions on the Partnership and the Partners hereunder any prohibited assignment shall be binding onabsolutely void. No consent to an assignment by Lender shall release Pledgor or BPN from its obligations to Lender hereunder. Lender may assign its rights and duties hereunder. Lender reserves the right to sell, apply to assign, transfer, negotiate, or grant participations in all or any part of, or any interest in rights and govern the operations and acts of benefits hereunder. In connection therewith, Lender may disclose all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required information which Lender now or hereafter may have relating to give effect to the foregoing, as may be required Pledgor or requested by the General PartnerPledgor's business.
(b) This Paragraph headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Paragraph hereof applies equally to this entire Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Neither this Agreement nor any uncertainty or ambiguity herein shall be binding uponconstrued or resolved against any party hereto, whether under any rule of construction or otherwise, by virtue of such party's having prepared the same. On the contrary, this Agreement has been reviewed by each of the parties and inure shall be construed and interpreted according to the benefit of, ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties to this Agreement and their respective permitted successors and assignshereto.
(d) The validity, interpretation and enforcement Each provision of this Agreement shall be governed by severable from every other provision of this Agreement for the laws purpose of determining the State legal enforceability of Delaware without regard to its principles of conflicts of lawany specific provision.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County This Agreement cannot be changed or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESterminated orally. All prior agreements, TO THE FULLEST EXTENT PERMITTED BY LAWunderstandings, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENTrepresentations, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e)warranties, and negotiations, if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceableany, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of are merged into this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, Loan Documents and the singular form of nouns, pronouns other documents and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, agreements entered into in connection with the drafting of this Agreement, herewith and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counseltherewith.
Appears in 2 contracts
Sources: Loan and Stock Pledge Agreement (United Panam Financial Corp), Loan and Pledge Agreement (United Panam Financial Corp)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits relating to the exclusive jurisdiction of any United States Federal court sitting in New York County subject matter hereof and supersedes all prior written or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESoral and all contemporaneous oral agreements, TO THE FULLEST EXTENT PERMITTED BY LAWunderstandings, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced and negotiations with respect to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties, and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Shareholder represents by so doing that [he/she/it] has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to the Power of Attorney. If the foregoing is in accordance with your understanding, has retained Seyfarth please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, By: Name: ▇▇▇▇▇▇▇ LLP ▇▇ Title: Chief Executive Officer By: Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule B hereto By: Name: ▇▇▇▇▇ ▇▇▇ Title: Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇ Limited Univest Securities, LLC Number of Firm Shares: [●] Number of Selling Shareholder Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to Company per Ordinary Share (the “GP Law Firm”)before expenses): $[●] ▇▇ ▇▇ Holding Limited 2,091,000 12 months DJZ Holding Limited 2,459,000 12 months Hongze L.P. 450,000 12 months ▇▇▇▇▇▇▇ ▇▇ 4,550,000 12 months Jingzhu Ding 4,550,000 12 months Fengting Yin 12 months ▇▇▇▇▇▇▇ ▇▇ 12 months ▇▇▇▇▇▇ ▇▇▇▇ 12 months ▇▇▇▇▇▇▇ ▇▇▇▇▇ 12 months Mingteng International Hong Kong Group Limited Hong Kong SAR Wuxi Ningteng Intelligent Manufacturing Co., the Rockpoint Preferred HoldersLimited People’s Republic of China ▇▇▇▇ ▇▇▇▇▇▇▇▇ Mold Technology Co., as a Limited PartnerPeople’s Republic of China Univest Securities, has retained LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York, New York 10019 Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of Ordinary Shares (the “RP Law FirmOrdinary Shares”), or rights to acquire Ordinary Shares (the “Shares”) of Mingteng International Corporation Inc. (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or to be named in each casethe final form of Schedule B to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, in connection providing for the public offering (the “Public Offering”) of securities of the Company (the “Securities”) pursuant to a registration statement filed or to be filed (the “Registration Statement”) with the drafting of this Agreement, U.S. Securities and Exchange Commission (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“SEC”).
Appears in 2 contracts
Sources: Underwriting Agreement (Mingteng International Corp Inc.), Underwriting Agreement (Mingteng International Corp Inc.)
General Provisions. (a) To 7.1 It is hereby agreed and declared that:
7.1.1 the fullest extent permitted by law, the rights of and restrictions covenants on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding behalf of the Partners with respect Parties to the matters covered hereby be observed and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of performed under this Agreement shall be governed treated as Local Land Charges and registered by the laws Borough Council in the Local Land Charges Register for the purposes of the State Local Land Charges Act 1975 (as amended); and
7.1.2 nothing in this Agreement shall prejudice or affect the rights, powers, duties and obligations of Delaware without regard to its principles the Borough Council and the County Council in the exercise by them of conflicts their statutory functions and the rights powers duties and obligations of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York Borough Council and the County Council under private or New York State Court located in New York County in any action or proceeding arising out of or relating public statutes bye-laws orders and regulations may be as fully and effectively exercised as if they were not a party to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY7.2 The Parties covenant to observe and perform their respective obligations on their respective parts as set out in the schedules hereto.
7.3 The Borough Council (gas the case may be) Subject to Section 23(e), if any provision will on written request from the Developer and/or the Owners certify whether or not an obligation under this Agreement has been satisfied.
7.4 Nothing in this Agreement shall be determined by construed as granting permission to the Developer and/or the Owners or their agents or servants from time to time to carry out works on a court highway.
7.5 The Owners agree that they will give the Borough Council and the County Council written notice of competent jurisdiction to be invalid any change in their respective freehold ownership of the whole or unenforceable, of any part of its or their interest in the Site until all obligations under this Agreement have been discharged and that such provision notice shall be enforced provided to the extent it can be so enforced Borough Council and the County Council as soon as reasonably practicable after such determination changes have occurred. Such written notice shall give the Borough Council details of the name and address of the current and new owners of such interest together with details of the Site to which each of their respective interests apply save that this clause shall not affect apply to the remaining provisions Disposal of individual Dwellings.
7.6 The Owners warrant that they are the owners of the Site registered at HM Land Registry under title number LT5000054 and LT396844 with full power to enter into this Agreement, Agreement and there is no other person or body with an interest in the Site whose consent is necessary to make this Agreement binding on all interests in the Site.
7.7 The Developer agrees that it will give the Borough Council and the County Council written notice upon its being registered as a freehold owner in respect of part or all of which the Site and will provide the Borough Council and the County Council with Land Registry office copy entries of its resultant interest in each of the titles referred to.
7.8 The notices and Land Registry office copy entries referred to in clause 7.7 shall remain be provided within ten (10) Working Days of the exercise of the options and of registration of the relevant titles respectively.
7.9 In the event that an application is made pursuant to Section 73 of the 1990 Act for an amendment or variation to the Permission and planning permission is granted pursuant to Section 73 of the 1990 Act then this Agreement shall apply in full force and effect.in respect of that planning permission unless:
(h) The failure of any Partner to enforce at any time any 7.9.1 the Borough Council in their absolute discretion requires a separate Agreement under Section 106 and/or Section 106A of the provisions of this Agreement shall not be construed 1990 Act to be a waiver of any such provision or of any other provision, nor amend planning obligations contained in any way affect the validity of this Agreement or to secure new planning obligations relating to the right of any Partner to enforce each and every such provision in new planning permission; or
7.9.2 the future. No waiver of any breach of this Owners reasonably require a separate Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies under Section 106 of the Partners set forth 1990 Act to amend planning obligations contained in this Agreement are not exclusive and each Partner shall be entitled or to all rights and remedies available secure new planning obligations relating to such party under applicable legal or equitable principlesthe new planning permission.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Section 106 Agreement, Section 106 Agreement
General Provisions. (3.1 Unless the context or any other collateral agreements between the Town or the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words “at the sole expense of the Developer”.
3.2 The Developer hereby covenants, warrants and agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may arise directly or indirectly by reason of the design, installation, construction, or operation of any of the Works required under this Agreement, or by reason of the maintenance or lack of maintenance of such Works by the Developer pursuant to the terms of this Agreement or by reason of any defect in workmanship or material.
3.3 The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein:
a) To shall run with the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder Lands; and,
b) shall be binding onupon the Developer, apply its heirs, executors, administrators, assigns and successors in title, from time to time; and,
c) the benefits of the said covenants shall enure to the Town, its successors and govern the operations and acts assigns in title, of all Subsidiaries. The Partners agree roads, streets, and public Lands forming part of or abutting on the Lands.
3.4 Any notices required or permitted to execute and deliver such documents and agreements required to give effect be given pursuant to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement terms of this Agreement shall be governed by given in the laws manner set out in Section 42.
3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the State parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of Delaware without regard to its principles of conflicts of lawthe Lands.
(e) Each Partner hereby submits 3.6 The Developer shall impose restrictions as set forth in Schedule "H" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the exclusive jurisdiction requirements of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES3.7 The Schedules annexed hereto, TO THE FULLEST EXTENT PERMITTED BY LAWbeing Schedules “A” to “H” inclusive, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARYare deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
(g) Subject 3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 23(e)67 of the Planning Act, 1990, and amendments thereto.
3.9 In constructing, installing or providing the Works, the Developer shall comply with all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation.
3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any provision time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement.
3.11 If any term of this Agreement shall be determined by a court of competent jurisdiction found to be invalid ultra ▇▇▇▇▇ of the Town, or unenforceableotherwise unlawful, such provision term shall conclusively be deemed to be severable and the remainder of this Agreement mutatis mutandis shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) 3.12 The failure of any Partner to enforce at any time any of the provisions of this Agreement Developer shall not be construed to be a waiver of any such provision call into question directly or of any other provisionindirectly, nor in any way affect the validity of this Agreement proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the right of any Partner the Town to enter into this Agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such provision in the future. No waiver action or proceeding as a complete and conclusive estoppel of any breach denial of this Agreement such right.
3.13 Time shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation essence of this Agreement.
(k) Whenever 3.14 Prior to execution of this Agreement by the context may requireTown, the Developer shall deliver to the Town a Certificate of Status issued by the Ontario Ministry of Government and Consumer Services verifying that the Developer is a company duly incorporated under the laws of the Province of Ontario and is in good standing.
3.15 The Developer hereby agrees to procure, register and provide to the Town any pronoun used in postponement agreements which the Town solicitor considers necessary to ensure that this Agreement shall include have priority over any interest of a mortgagee in the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versaLands.
(l3.16 The Developer shall notify or cause to be notified each and every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into by the Developer.
3.17 In the event that a Mortgagee(s) This exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement may be executed in has been entered into with the Town.
3.18 In the event that the Developer wishes to register more than one or more counterpartsPlan of Subdivision over the Lands, each the Developer shall first obtain the written consent of the Town to do so, which consent shall be deemed an original against any party who signed conditional upon the Developer registering such counterpart, but Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town.
3.19 Any and all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to Developer’s obligations under this Agreement shall encompass such Schedules be joint and Exhibitsseveral.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Subdivision Agreement, Subdivision Agreement
General Provisions. (a) To 21.1 Nothing in this Agreement is deemed to constitute a partnership between the fullest extent permitted parties nor constitute either party the agent of the other party for any purpose.
21.2 If there is a disagreement between the Skye and Mundipharma on the interpretation of this Agreement or any aspect of the performance by laweither party of its obligations under this Agreement, the rights parties shall resolve the dispute in accordance with the dispute resolution procedure set out in Schedule VIII.
21.3 Each of and restrictions on the Partnership and the Partners hereunder parties shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to do execute and deliver perform and shall procure to be done executed and performed all such further acts, deeds, documents and agreements required things as the other party may reasonably require from time to time to give full effect to the foregoing, as may be required or requested by the General Partnerterms of this Agreement.
(b) This Agreement21.4 In performing any respective obligations under this agreement, together each party shall comply with the other Transaction DocumentsData Protection ▇▇▇ ▇▇▇▇, constitutes any notification requirements under the Data Protection ▇▇▇ ▇▇▇▇ and the Data Protection Principles specified in that Act and any equivalent legislation in the Territory.
21.5 Each party shall pay its own costs, charges and expenses incurred in connection with the negotiation, preparation and completion of this Agreement.
21.6 This Agreement and the Supply Agreement sets out the entire agreement and understanding between the parties in respect of the Partners with subject matter of this Agreement. This Agreement supersedes any heads of agreement which shall cease to have any further force or effect. It is agreed that:
21.6.1 no party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out in this Agreement;
21.6.2 no party shall have any remedy in respect to of misrepresentation or untrue statement made by the matters covered hereby and other party or for any breach of warranty which is not contained in this Agreement;
21.6.3 this Clause shall supersede all previous writtennot exclude any liability for, oral or implied agreementsremedy in respect of, representations, statements, promises and understandings between them with respect to such mattersfraudulent misrepresentation.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement 21.7 No variation of this Agreement shall be governed valid unless it is in writing and signed by or on behalf of both parties.
21.8 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the laws date of variation, and the rights and obligations of the State of Delaware without regard parties under or pursuant to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court remain in full force and effect, except and only to the extent that they are so varied.
21.9 If and to the extent that any provision of competent jurisdiction this Agreement is held to be invalid illegal, void or unenforceable, such provision shall be enforced given no effect and shall be deemed not to the extent it can be so enforced and such determination shall not affect included in this Agreement but without invalidating any of the remaining provisions of this Agreement. In such event the parties shall negotiate with a view to finding the nearest permissible provision to that found to be illegal, all void or unenforceable. If the parties have been unable to agree as to the provision or provisions to be substituted within two (2) months then the parties shall refer the question of which shall remain the re-drafting of the Agreement to an expert under the dispute resolution procedure in full force and effectSchedule VIII.
(h) The 21.10 No failure of or delay by either party in exercising any Partner right or remedy provided by law under or pursuant to enforce at any time any of the provisions of this Agreement shall not impair such right or remedy or operate or be construed to be as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such provision right or remedy shall preclude any other or further exercise of it or the exercise of any other provision, nor in any way affect the validity of this Agreement right or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writingremedy.
(i) 21.11 The rights and remedies of each of the Partners set forth in parties under or pursuant to this Agreement are not exclusive cumulative, may be exercised as often as such party considers appropriate and each Partner shall be entitled are in addition to all its rights and remedies available to such party under applicable legal or equitable principlesgeneral law.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) 21.12 This Agreement may be executed in one or more any number of counterparts and by the parties on separate counterparts, each of which shall be deemed is an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are 21.13 A person who is not a party to this Agreement.
, other than an Affiliate, shall have no right under the Contracts (oRights of Third Parties) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇ ▇▇▇▇ LLP to enforce any of its terms.
21.14 This Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with, English law.
21.15 Each of the parties agree that the courts of England are to have exclusive jurisdiction to settle any dispute (including claims for set off and counterclaims) which may arise in connection with the “GP Law Firm”)creation, validity, effect, interpretation or performance of, or the Rockpoint Preferred Holderslegal relationships established by, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇this Agreement or otherwise arising in connection with this Agreement and for such purposes irrevocably submit to the jurisdiction of the English courts. AS WITNESS the hands of the parties or their duly authorised representatives the day and the year first above written SIGNED for and by behalf of ) /s/ ▇▇▇▇▇▇▇ LLP (the ▇.▇. ▇▇▇▇▇▇ SKYEPHARMA INC ) ) ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ SIGNED for and by behalf of ) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ MUNDIPHARMA INTERNATIONAL ) HOLDINGS LIMITED ) ▇▇▇▇▇ ▇. ▇▇▇▇▇ Patent entitled “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership[**]” Norway [**] [**] [**] [**] [**] Sweden [**] [**] [**] [**] [**] Italy [**] [**] [**] [**] [**] Luxembourg [**] [**] [**] [**] [**] Netherlands [**] [**] [**] [**] [**] Portugal [**] [**] [**] [**] [**] United Kingdom [**] [**] [**] [**] [**] Denmark [**] [**] [**] [**] [**] Belgium [**] [**] [**] [**] [**] Ireland [**] [**] [**] [**] [**] Germany [**] [**] [**] [**] [**] EPO [**] [**] [**] [**] [**] Spain [**] [**] [**] [**] [**] Finland [**] [**] [**] [**] [**] France [**] [**] [**] [**] [**] Austria [**] [**] [**] [**] [**] Greece [**] [**] [**] [**] [**] Switzerland [**] [**] [**] [**] [**] Liechtenstein [**] [**] [**] [**] [**]
1. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries[**] [**] [**] [**] [**] [**]
2. Each of the Partners agrees and waives any present or future conflict for such representation[**] [**] [**] [**] [**] [**]
3. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents[**] [**] [**] [**] [**] [**]
4. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, [**] [**] [**] [**] [**] [**] Mundipharma shall pay all its own fees and expenses of such independent counselSkye the following one-off milestone payments.
Appears in 2 contracts
Sources: Distribution Agreement (Pacira Pharmaceuticals, Inc.), Distribution Agreement (Pacira Pharmaceuticals, Inc.)
General Provisions. The Feeder agrees:
(a) To properly care for and feed the fullest extent permitted by lawLivestock in accordance with generally accepted Livestock feeding, the rights of care and restrictions on the Partnership maintenance practices for breeding and bred livestock, and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.offspring thereof;
(b) This AgreementTo immediately brand the Livestock with Breeder Finance’s brand at the Producer’s expense when the Livestock are delivered to the Feeder if the Livestock are not so branded when delivered to the Feeder, together with and to further identify the Livestock by ear tag or in such other Transaction Documentsmanner as Breeder Finance may require, constitutes to distinguish them from other livestock;
(c) To allow and ensure that the entire agreement Producer, authorized representatives of Breeder Finance, and understanding of Breeder Finance’s Lender have access to all premises at which the Partners Livestock are located; access to all records pertaining to the Livestock; and the right to inspect both the Livestock and the records, on request, between 8:00 in the forenoon and 5:00 in the afternoon;
(d) To deliver to Breeder Finance and the Producer such information concerning the Livestock as Breeder Finance may request from time to time, including information with respect to the matters covered hereby number, the whereabouts and shall supersede the health of the Livestock and copies of all previous written, oral or implied agreements, representations, statements, promises agreements between the Producer and understandings between them the Feeder with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.Livestock;
(e) Each Partner hereby submits To inform Breeder Finance by fax, e-mail or mail with respect to death losses or serious health problems with the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.Livestock, as soon as they occur;
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.That the Feeder’s rights under the Act have been partially waived as provided in this Agreement;
(g) Subject This Agreement may be terminated by either the Feeder, the Producer, or Breeder Finance by providing written notice of termination of the Agreement to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction all other parties to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, provided that:
(i) the termination shall not, in any event, apply to or affect the rights or obligations of any party hereto with respect to any Livestock delivered to the Feeder before the effective date of the notice of termination, and
(ii) the effective date of the notice of termination shall be the date which is 10 days after the date that the written notice of termination is actually received by the other parties hereto by delivery, facsimile transmission or e-mail at the addresses, facsimile numbers of e-mail addresses referred to below, or at such new addresses, facsimile numbers or e-mail addresses as may be hereafter provided by written notice to all of which shall remain in full force and effectother parties.
(h) The failure This Agreement shall enure to the benefit of any Partner to enforce at any time any and be binding upon the personal representatives, administrators and successors of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, Producer and the singular form administrators, successors and assigns of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one Breeder Finance and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an originalFeeder.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Custom Care Agreement, Custom Care Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
in full force and effect, regardless of (ni) Unless any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise indicatedprovided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all section references are as and to the extent provided in this Agreement.
(o) Each Partner , and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. By: Name: Zhen “Bill” ▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby agrees confirmed and acknowledges thataccepted by the Representative as of the date first above written. By: Name: ▇▇▇▇ ▇▇ Title: Managing Director US Tiger Securities, Inc. 1,250,000 Shares of Common Stock Number of Firm Shares: 1,250,000 shares of Common Stock Number of Additional Shares: 187,500 shares of Common Stock Public Offering Price per one Share: $4.00 Underwriting Discount per one Share: (i) the General Partner and Roseland Residential Holding$0.28 per share Proceeds to Company per one Share (before expenses): $3.72 per share Zhen “Bill” Qin 6,650,000 Haiyan Ma 1,800,000 Rapid Deals Inc. 750,000 Linkhome Realty Group California US Tiger Securities, LLC, as a Limited Partner, has retained Seyfarth ▇Inc. ▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)▇▇▇., in each case▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, in connection with the drafting of this Agreement, ▇▇ ▇▇▇▇▇ Ladies and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Gentlemen:
Appears in 2 contracts
Sources: Underwriting Agreement (Linkhome Holdings Inc.), Underwriting Agreement (Linkhome Holdings Inc.)
General Provisions. (a) To the fullest extent permitted by law, the rights of This Assignment and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement Acceptance shall be binding upon, and inure to the benefit of, the parties to this Agreement hereto and their respective permitted successors and assigns.
(d) The validity. This Assignment and Acceptance may be executed in any number of counterparts, interpretation and enforcement which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by by, and construed in accordance with, the laws of the State of Delaware without regard to its principles Texas. This certificate dated as of conflicts of law.
(e) Each Partner hereby submits , is prepared pursuant to the exclusive jurisdiction Credit Agreement dated as of any United States Federal court sitting in New York County September 9, 2014 (as amended, supplemented or New York State Court located in New York County in any action or proceeding arising out of or relating otherwise modified from time to this time, the “Credit Agreement.
”) among QES Holdco LLC, a Delaware limited liability company (f) EACH OF THE PARTNERS HEREBY WAIVEStogether with its permitted successors and assigns, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(ethe “Borrower”), if any provision certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the “Lenders”), and Amegy Bank National Association, as Administrative Agent for such Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and Swing Line Lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall be determined have the meanings assigned to them by a court the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of competent jurisdiction Default has occurred or is continuing, (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to be invalid or unenforceableMaterial Adverse Effect, which such provision representation and warranty shall be enforced true and correct in all respects, as if made on the date hereof, except to the extent it can be so enforced that such representations and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner warranties specifically refer to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)earlier date, in each case, which case such representations and warranties are true and correct in connection with the drafting all material respects as of this Agreementsuch earlier date, and (iic) each that as of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPTdate hereof, the General Partner, the Partnership following amounts and related Affiliates calculations were true and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.correct:
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
General Provisions. (a) To the fullest extent permitted 13.1 The relationship between ICN-RP and Schering established by law, the rights this Agreement is that of and restrictions on the Partnership and the Partners hereunder independent contractors. Nothing in this Agreement shall be binding onconstrued to create any other relationship between ICN-RP and Schering, apply and neither party shall have any right, power or authority to and govern assume, create or incur any expense, liability or obligation, express or implied, on behalf of the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partnerother.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) 13.2 This Agreement shall be binding upon, governed by and inure construed according to the benefit oflaws of New Jersey, without regard to conflicts of laws principles. In the event of any dispute between the parties arising from or relating to this Agreement, the parties agree to this Agreement and their respective permitted successors and assignssubmit themselves, for the purpose of resolving such dispute, to the exclusive jurisdiction of either the Federal or State courts of New Jersey.
(d) The validity13.3 This Agreement shall be deemed to be jointly prepared by the Parties, interpretation and enforcement any ambiguity herein shall not be construed for or against either party.
13.4 No account of the headings to the paragraphs of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way taken when interpreting the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) 13.5 This Agreement may be executed in one or more multiple counterparts, each of which shall be deemed to be an original against any party who signed original, and all such counterpart, but all of which together counterparts shall constitute but one instrument.
13.6 This Agreement and the same instrument. A facsimile or electronic PDF copy each and every one of a signature hereto its provisions shall be fully effective as if an original.
(m) The Schedules binding upon the executors, administrators, successors and Exhibits annexed hereto permitted assigns of the Parties hereto. Without limiting the foregoing, and for the avoidance of doubt, ICN may, without the consent of Schering or otherwise set forth in the Supplemental Letter are an integral part any Affiliate of this Agreement and all references herein Schering, assign to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are RibaPharm any of ICN's rights to receive payments under this Agreement.
(o) Each Partner hereby agrees 13.7 All terms and acknowledges that: (i) conditions of this Agreement are severable, and the General Partner invalidity, illegality or unenforceability of any term or condition shall not affect the validity, legality or enforceability of the remaining terms and Roseland Residential Holdingconditions.
13.8 This Agreement constitutes the entire agreement between the Parties hereto respecting the subject matter herein and supersedes all prior or contemporaneous negotiations, LLCagreements and understandings, as a Limited Partnerwhether written or oral. Neither party has relied upon any statements, has retained Seyfarth ▇▇▇▇ LLP (promises, representations or claims of the “GP Law Firm”)other party, the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)other than those expressly set forth in this Agreement, in each case, in connection with agreeing to enter into and be bound by the drafting terms of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Confidentiality Agreement (Ribapharm Inc), Confidentiality Agreement (Icn Pharmaceuticals Inc)
General Provisions. (a) To 1.1 Definitions Unless the fullest extent permitted by lawcontext otherwise requires, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding onfollowing terms & expressions, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun whenever used in this Agreement Contract, shall include have the corresponding masculinefollowing meanings hereinafter respectively ascribed to them: a) “Advance Payment Guarantee” shall mean advance payment guarantee to be furnished by Service Provider by way of bank guarantee issued by a Scheduled commercial bank in India for an amount equivalent to mobilization advance (if any) disbursed in terms of this Contract and as per the format enclosed at Appendix D hereto. b) “Applicable Law” shall mean all laws, feminine bye-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees and neuter formsany other instruments having the force of law in India, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement as they may be executed issued and in one or more counterparts, each of which force from time to time. c) “Applicable Permits” shall be deemed an original against mean any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to permission, clearances, consents, approvals, authorisations, notifications, acknowledgements, licenses, no-objections and permits of any Government authority required in connection with and/or for undertaking, performing or discharging the Service obligations or fulfilment of the Service requirements as contemplated in this Agreement Contract. d) “Contract Value” shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatmean the aggregate amount computed as arithmetic product of: (i) the General Partner Kind and Roseland Residential Holding, LLC, number of Resource deployed [as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, per details set out at Annexure I [Appendix A]; and (ii) each the L1 Rates quote of Service Provider made in its Financial Bid, based on which it was selected. For the purposes of this Contract, the term “L1 Rates” shall mean the respective rate corresponding to relevant Resource, as quoted by Service Provider in its Financial Bid and reproduced in Annexure I of Appendix A hereto. e) “Contract” means this Contract signed by the Parties and all the attached documents listed in its Clause 1 hereto, that is General Partner and Roseland Residential HoldingConditions (GCC), LLC, on the one handSpecial Conditions (SCC), and the Rockpoint Preferred HoldersAppendices, on as of the date hereof. f) Confidential Information” means all documents and other forms of information, including oral and electronics communications, disclosed by a Party or its representatives to the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, Party or that Party‟s representatives in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue this Contract and expressly or impliedly indicated to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselconfidential.
Appears in 2 contracts
Sources: Service Agreement, Service Contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in the light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇binding agreement in accordance with its terms. By: Name: Z▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each ▇▇▇ Title: Chairman of the General Partner Board and Roseland Residential Holding, LLC, on Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each Underwriters as of the Partners agrees and waives any present date first above written. By: Name: X▇▇▇▇▇ ▇▇ Title: Chief Executive Officer Cathay Securities, Inc. [●] Revere Securities LLC [●] [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per one Share: $[●] Underwriting Discount per one Share: 7% per one Share (or future conflict for such representation. The RP Law Firm shall be free $[●] per share) Non-accountable expense allowance per one Share: 1% per Share (or $[●] per share) Proceeds to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners Company per one Share (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.before expenses): $[●]
Appears in 2 contracts
Sources: Underwriting Agreement (Zi Yun Dong Fang LTD), Underwriting Agreement (Zi Yun Dong Fang LTD)
General Provisions. (a) The Customer acknowledges that TMS retains title to the Vehicle at all times. The Customer must not agree, attempt, offer or purport to sell, assign, sub-let, lend, pledge, mortgage, let or hire or otherwise part with or attempt to part with the possession of the Vehicle.
b) The Customer warrants that all information supplied by them to TMS in connection with Agreement is true and correct.
c) All charges and expenses payable by the Customer under this Agreement are due on demand by TMS including any collection costs and reasonable legal fees incurred by TMS.
d) TMS may vary this Agreement at any time, however where a booking has been confirmed, the terms and conditions applicable at the time of confirmation will continue to apply to that booking.
e) The Customer must not assign, transfer or novate this Agreement or any rights or obligations under this Agreement, without the prior written consent of TMS. The Customer authorises TMS to subcontract the provision of any of the services under this Agreement as TMS may require in its absolute discretion from time to time and at any time.
f) If we waive any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
g) To the fullest extent permitted by lawthat any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. In the event this is not possible, the rights of and restrictions on clause (or where possible, the Partnership and offending part) is to be severed from this Agreement without affecting the Partners hereunder shall be binding onenforceability, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required validity or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding legality of the Partners with respect to remaining clauses (or parts of those clauses as the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(ccase may be) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain will continue in full force and effect.
(h) In this Agreement, including and includes are not words of limitation.
i) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each Terms and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.Conditions:
(i) The rights are governed by the law in force in Tasmania and remedies each party irrevocably submits to the non-exclusive jurisdiction of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.courts of Tasmania;
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each do not create a relationship of principal and agent, joint venture, partnership or fiduciary relationship between the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.parties
Appears in 2 contracts
Sources: Rental Agreement, Rental Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇ ▇▇ Title: Chairman of the Board, Chief Executive Officer, President, Secretary, Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: Title: Craft Capital Management, LLC [●] [__] [●] Number of Firm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to Company per one Share (before expenses): $ ▇▇▇ ▇▇ ▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇. ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Subsidiary Jurisdiction of Incorporation or Organization Northann Building Solutions LLC. Delaware Benchwich Construction Products Co., Limited Hong Kong Northann (the “RP Law Firm”)Changzhou) Construction Products Co., in each caseLtd. PRC Northann Distribution Center Inc California Dotfloor, in connection with the drafting of this AgreementInc. California Crazy Industry (Changzhou) Industry Technology Co., and Ltd. PRC Changzhou ▇▇▇▇▇▇▇ International Trading Co., Ltd. PRC Changzhou Marco Merit International Trading Co., Ltd. PRC THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (ii180) each of the General Partner and Roseland Residential HoldingDAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN CRAFT CAPITAL MANAGEMENT, LLC, on the one handOR BONA FIDE OFFICERS OR PARTNERS OF CRAFT CAPITAL MANAGEMENT, and the Rockpoint Preferred HoldersLLC, on the other handOR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, expects to continue to retain the GP Law Firm and the RP Law FirmSHORT SALE, respectivelyDERIVATIVE, in connection with matters involving the PartnershipPUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). The other Partners agree that the GP Law Firm may continue to represent MCRCTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], MCRLP2023. VOID AFTER 5:00 P.M., MCPTEASTERN TIME, the General Partner[●], the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel20285.
Appears in 2 contracts
Sources: Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.)
General Provisions. (a) To the fullest extent permitted by law, the rights of This Assignment and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement Acceptance shall be binding upon, and inure to the benefit of, the parties to this Agreement hereto and their respective permitted successors and assigns.
(d) The validity. This Assignment and Acceptance may be executed in any number of counterparts, interpretation and enforcement which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by by, and construed in accordance with, the laws of the State of Delaware without regard to its principles Texas. This certificate dated as of conflicts of law.
(e) Each Partner hereby submits , is prepared pursuant to the exclusive jurisdiction Second Lien Credit Agreement dated as of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
December 19, 2016 (f) EACH OF THE PARTNERS HEREBY WAIVESas amended, TO THE FULLEST EXTENT PERMITTED BY LAWrestated, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENTamended and restated, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e)supplemented, if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicatedmodified from time-to-time, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law FirmCredit Agreement”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ) among ▇▇▇▇▇▇▇▇ LLP Energy Services LP, a Delaware limited partnership (together with its permitted successors and assigns, the “Borrower”), certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the “RP Law FirmLenders”), and Cortland Capital Market Services LLC, as Administrative Agent for such Lenders (in such capacity, the “Administrative Agent”). Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall have the meanings assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing (b) that all of the representations and warranties made by each caseof the Loan Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as if made on the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in connection with the drafting which case such representations and warranties are true and correct in all material respects as of this Agreementsuch earlier date, and (iic) each that as of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPTdate hereof, the General Partner, the Partnership following amounts and related Affiliates calculations were true and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.correct:
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)
General Provisions. (a) To the fullest extent permitted 7.1 Except as otherwise provided herein or by law, no right or interest of the rights Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and restrictions on no right or interest of the Partnership and Executive under the Partners Agreement shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Agreement to an Executive who is unable to care for his or her affairs, payment may be made directly to the Executive's legal guardian or personal representative.
7.2 If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Agreement) to pay severance pay, a termination indemnity, notice pay or the like or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation ("Notice Period"), then any Severance Payment hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
7.3 Neither the entering into of this Agreement, nor the payment of any benefits hereunder shall be construed as giving the Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Agreement had never been executed.
7.4 If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.
7.5 The Company, the Employer and the Executive intend for the Agreement to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in the Executive's income pursuant to Code section 409A(a)(1)(A). The Agreement shall be interpreted in a manner consistent with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Code section 409A to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purpose, any installment paid to Executive under this Agreement shall be considered a separate payment. If any provision of the Agreement would cause compensation to be includible in the Executive's income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Employer shall have the unilateral right to amend the Agreement retroactively for compliance with Code section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding onon the Executive. In the event the Agreement does not comply with the requirements of Code section 409A, apply the Executive will be solely responsible for any adverse tax consequences to the Executive. To the extent any amounts under this Agreement are payable by reference to Executive's Severance Date or “termination of employment,” such terms and govern similar terms shall be deemed to refer to Executive's “separation from service,” within the operations and acts meaning of Code section 409A. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all Subsidiariesdocumentation reasonably required by Employer, and shall be paid to Executive within 30 days following receipt of such documentation, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The Partners agree right to execute and deliver such documents and agreements required any reimbursement or in-kind benefit pursuant to give effect this Agreement shall not be subject to the foregoing, as may be required liquidation or requested by the General Partnerexchange for any other benefit.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This 7.6 The Agreement shall be binding upon, upon and shall inure to the benefit of, of and be enforceable by the parties to this Agreement Employer and their respective permitted its successors and assigns, and by the Executive and by the personal and legal representatives, executors, administra-tors, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while any amount would still be payable to such Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to the executors, personal representatives or administrators of the Executive's estate.
7.7 The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement.
7.8 The Agreement shall not be funded. The Executive shall not have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Agreement.
7.9 All notices and all other communications provided for in the Agreement (di) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Ann Arbor, Michigan, 48105, attention General Counsel, and in the case of the Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
7.10 The validity, interpretation and enforcement of this Agreement shall be governed by construed and enforced according to the laws of the State of Delaware (without regard to its principles of conflicts of law.
(e) Each Partner hereby submits giving effect to the exclusive jurisdiction conflict of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(flaws principles thereof) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreementpreempted by federal law, all of which shall remain in full force and effectotherwise control.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Severance Agreement (Con-Way Inc.), Severance Agreement (Con-Way Inc.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder The stock certificates for any Ownership Interests shall be binding on, apply endorsed with the following restrictive legend: “The shares represented by this certificate are subject to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents certain restrictions and agreements required to give effect contained in a Buy-Sell Agreement. A copy of the Buy-Sell Agreement and all applicable amendments thereto will be furnished by the Company to the foregoing, as may be required record holder of this certificate without charge upon written request to the Company at its principal place of business or requested by the General Partnerregistered office.”
(b) This AgreementNo amendment, together with modification, or other alteration to this Agreement shall be valid unless memorialized in writing and executed by all Owners and any other parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the other Transaction Documentsparty or parties against whom such waiver is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, constitutes the entire agreement and promise, agreement, or understanding set forth herein shall not be construed as a waiver of the Partners with respect right to the matters covered hereby and shall supersede all previous writteninsist upon strict performance of same or any other condition, oral promise, agreement, or implied agreements, representations, statements, promises and understandings between them with respect to such mattersunderstanding at a future time.
(c) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes any other agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the parties with respect to the subject matter hereof except for the agreements, representations, warranties, promises, covenants, arrangements, communications and understandings contained in this Agreement.
(d) The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be binding uponconstrued in all respects as if such invalid or unenforceable provision had been omitted.
(e) Except as may be otherwise specified herein, and this Agreement shall inure to the benefit of, and shall be binding upon, the parties to this Agreement hereto and their respective permitted successors personal or legal representatives, heirs, successors, and assignsassigns including, without limitation, subsequent holders of their respective Ownership Interests.
(df) The validityThis Agreement shall terminate and be of no further force or effect upon the earlier of (i) consummation of the transfer of all of one Owner’s Ownership Interest to the other Owner and (ii) the closing of the first underwritten sale of common stock of the Company pursuant to a registration statement filed with, interpretation and enforcement declared effective by, the Securities and Exchange Commission (the “SEC”) under the Securities Act of this 1933, as amended.
(g) This Agreement shall be governed by the laws of the State of Delaware Texas without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of law principles. The venue for any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding and all disputes arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement hereunder shall be determined by a court the courts of competent jurisdiction to be invalid or unenforceablein ▇▇▇▇▇▇ County, such provision shall be enforced to Texas, the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all jurisdiction of which shall remain in full force and effectthe parties hereto expressly submit.
(h) The failure use of any Partner to enforce at any time any of the provisions of this Agreement gender herein shall not be construed deemed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter formsother gender, and the use of the singular form of nouns, pronouns herein shall be deemed to and verbs shall include the plural, plural (and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC), as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselappropriate.
Appears in 2 contracts
Sources: Buy Sell Agreement, Buy Sell Agreement (Whiteglove House Call Health Inc)
General Provisions. (a) To Unless the fullest extent permitted context otherwise requires, where the Developer is obligated by law, this Agreement or the rights of and restrictions on approved Plans to make any payments or install or construct or carry out any services or action the Partnership and the Partners hereunder provisions therefore contained herein shall be binding on, apply deemed to and govern include the operations and acts words "at the sole expense of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General PartnerDeveloper".
(b) This The Developer hereby covenants, warrants and agrees to save harmless and keep the Town indemnified from and against all manner of actions, causes of actions, suits, claims and demands that may howsoever arise through or from the terms of this Agreement, together with other than claims arising from negligence by the other Transaction DocumentsTown of Pelham, constitutes the entire agreement its servants and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersagents.
(c) This Agreement The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein:
(i) shall run with the Lands;
(ii) shall be binding uponupon the Developer, its heirs, executors, administrators, assigns and inure successors in title, from time to time; and,
(iii) the benefits of the said covenants shall enure to the benefit ofTown, the parties to this Agreement and their respective permitted its successors and assignsassigns in title, of all roads, Streets and public Lands forming part of the Lands.
(d) The validity, interpretation and enforcement Any notices required or permitted to be given pursuant to the terms of this Agreement agreement shall be governed by given in the laws of the State of Delaware without regard to its principles of conflicts of lawmanner set out in Section 25.
(e) Each Partner hereby submits This Agreement and everything herein contained shall enure to the exclusive jurisdiction benefit of and be binding upon the successors and assigns of the parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any United States Federal court sitting part of the Lands.
(f) The Developer shall impose restrictions as set forth in New York County or New York State Court located in New York County in any action or proceeding arising out Schedule “C” annexed hereto on all the Lands so that subsequent Owners will be made aware of or relating and shall strictly adhere to the requirements of this Agreement.
(fg) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARYThe Schedules attached hereto are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
(gh) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction The Developer agrees to be invalid or unenforceablebound by the penalty provisions of the Planning Act including, such provision shall be enforced to but not limited to, Section 67 of said Act.
(i) Notwithstanding the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreementagreement, the Developer shall be subject to all the By-laws of which the Town and all provincial and federal government statutes and/or regulations and amendments thereto affecting the development of land and installation of municipal services.
(j) If any term of this agreement shall be found to be ultra ▇▇▇▇▇ of the Town, or otherwise unlawful, such term shall conclusively be deemed to be severable and the remainder of this agreement shall be and remain in full force and effect.
(hk) The failure of any Partner to enforce at any time any of the provisions of this Agreement Developer shall not be construed to be a waiver of any such provision call into question directly or of any other provision, nor indirectly in any way affect the validity of this Agreement proceeding whatsoever in law or in equity or before any administrative or other tribunal the right of any Partner the Town to enter into this agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such provision action or proceeding as a complete and conclusive estoppel of any denial of such right.
(l) Time shall be of the essence of this agreement.
(m) In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a development or part thereof unless and until a new agreement in the future. No waiver same form, mutatis mutandis, as this Agreement has been entered into with the Town.
(n) The Developer shall notify or cause to be notified, each and every purchaser of a Lot or Lots within the Development Plan, of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement and shall cause such information to be fully recorded in any breach offer to purchase or agreement for sale entered into by the Developer.
(o) The Town shall cause this Agreement to be registered against the title to the Lands and at its option against the title to every Lot shown on the Reference Plan.
(p) The Developer shall reimburse the Town for all fees and disbursements incurred by it in connection with the preparation, approval, execution and registration of this Agreement shall be held to be a waiver and all related documentation in connection with the preparation and enactment of any other by-law or registration of any subsequent breach. Any Partner may, at such Partner’s option, waive any provision of Agreements which may be required to implement this Agreement provided such waiver is in writingAgreement.
(iq) The rights All Streets and remedies properties abutting on the Lands or used for access to the Lands during the installation or construction of the Partners set forth Works or during the construction of Buildings upon the Lots shall, at all times, be kept in this Agreement are not exclusive a good, clean and each Partner useable condition and, if damaged or littered, shall be entitled restored immediately to all rights and remedies available to such party under applicable legal or equitable principlesthe Town's requirements.
(jr) The headings All trucks making deliveries to or taking materials from the Lands included within the Development Agreement shall be adequately covered and not unreasonably loaded so as to scatter refuse, rubbish, dust or debris on abutting Streets or properties.
(s) Any lands required to be conveyed by the Developer in accordance with the provisions hereof shall be in a neat and tidy condition, free of all debris and trash, and the Sections Developer shall complete all services for the Lands in this Agreement are for reference purposes only and shall not affect in any way accordance with the meaning or interpretation terms of this Agreement.
(kt) Whenever The Developer shall ensure that adequate dust control and mud tracking control measures are carried out during the context may require, any pronoun used in this Agreement shall include construction of all Works and Buildings upon the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versaLands.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(mu) The Schedules and Exhibits annexed hereto or otherwise set forth in Developer shall, during construction, ensure all construction vehicles that are not carrying out the Supplemental Letter Works are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, parked on the one hand, Lands and are not parked within the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselmunicipal road allowance.
Appears in 2 contracts
Sources: Development Agreement, Development Agreement
General Provisions. (a) To This contract supersedes and cancels all previous contracts or agreements, verbal or written or based on alleged past practices, between the fullest extent permitted by law, the rights of and restrictions on the Partnership school employer and the Partners hereunder shall be binding on, apply to exclusive representative and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding between parties. Any amendment or agreement supplemental hereto shall not be binding upon either party unless executed in writing by the parties hereto. If any article or section of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral this contract or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement any rider thereto shall be binding uponheld invalid by operation of law, and inure or by any tribunal of competent jurisdiction, or if compliance with or enforcement of any article or section should be restrained by such tribunal pending a final determination as to the benefit ofits validity, the parties remainder of this contract and any rider thereto, or the application of such article or section to persons or circumstances other than those as to which it has been held invalid or as to which compliance with or enforcement of has been restrained, shall not be affected thereby. All bargainable issues have been considered during the negotiations leading to this Agreement contract and their respective permitted successors and assigns.
(d) The validityno additional bargaining on said issues will be conducted on any item, interpretation and enforcement whether contained herein or not, during the life of this Agreement shall be governed contract, unless the parties, by the laws of the State of Delaware without regard supplemental written agreement hereto, agree to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County conduct additional bargaining on said subjects or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any matter. This provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions bargaining of a successor to this Agreementcontract. The school employer construes, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provisionexclusive representative recognizes, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any specific provision of this Agreement provided such waiver contract as constituting limitations and being the only limitations upon the school employer’s power, right, authority, duties, and responsibilities to manage and direct the operations and activities of this school corporation to the full extent authorized by law. This contract is in writing.
(i) The rights made and remedies entered into at Hagerstown, Indiana on the 11th day of November, 2020 by and between the Board of School Trustees of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings Nettle Creek School Corporation, Counties of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇and ▇▇▇▇▇, ▇State of Indiana, party of the first part, heretofore referred to as “school employer” or “board,” and the Nettle Creek Classroom Teachers Association, party of the second part, heretofore referred to as the “exclusive representative” or “association.” This contract is so attested to by the parties whose signatures appear below, and dated this 11th day of November, 2020. BOARD OF SCHOOL TRUSTEES OF THE NETTLE CREEK CLASSROOM NETTLE CREEK SCHOOL CORPORATION TEACHERS ASSOCIATION ▇▇▇ & ▇▇▇▇▇, President and ▇▇▇▇ LLP (the “RP Law Firm”)▇▇▇▇, in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.President Chief Negotiator
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
General Provisions. (a) To 17.1. Without prejudice to any other provisions of the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This present Agreement, together with Agent reserves the other Transaction Documents, constitutes right to change the entire agreement terms and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement conditions of this Agreement shall be governed by the laws (including without limitations any of the State of Delaware without regard to its principles of conflicts of law.
(eExhibits and /or Annexes and/or schedules) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any to reflect changes, inter alia, in market conditions and relevant laws. The changes shall be carried out subject to the following rules:
a) If the change is to the Client’s advantage, the changes shall be effected immediately and notified to the Client within 30 days;
b) If the change is neither advantageous nor disadvantageous to the Client , the Agent shall give the Client, as soon as practicable, but no later than 10 days advance notification thereof; c) If the change adds a burden to the Client, Agent shall inform the Client at least 30 days in advance of the provisions effective date of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futurechange.
17.2. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive If any provision of this Agreement provided becomes or is deemed to be illegal, invalid or unenforceable, at any time, in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such waiver is provisions under the law of any other jurisdiction shall in writingany way be affected or impaired and the invalid, illegal or unenforceable provision shall be reformed, amended, interpreted or applied so as to produce as near as may be possible the economic result intended by the Parties.
(i) 17.3. This Agreement shall supersede any previous oral or written agreements or understandings between the Parties.
17.4. The rights Parties agree that each of them is entitled to provide for automatic tape recording of telephone conversations between the Parties’ representatives negotiating, in particular, terms of a certain Transaction and remedies of the Partners set forth in this Agreement are not exclusive procedure for issuing and each Partner performing the respective Instructions and orders, and the Parties shall be entitled to all rights and remedies available subsequently refer to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, tape recordings as a Limited Partnerjustified proof of their actions, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting fact of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement execution of the Transaction Documents. Each and receipt of the Rockpoint Preferred Holders Instruction. The Client hereby agrees and acknowledges that not to object to automatic tape recording of telephone conversations in the event course of a default on the part of any which an Authorized Person of the Rockpoint Preferred HoldersClient and Authorized Person of Agent make a Transaction or agree on conditions, term and procedure for providing a Service to the GP Law Firm shall be free to represent each Client. The Client agrees that, should a dispute arise between the Parties, concerning, in particular the fact of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement execution of the Transaction Documents. Each Partner has hadand of agreement on all Material Terms, and will havewhich, as described above, determines the availability of the Client’s verbal Instruction to the Agent, the opportunity tape recording of the corresponding telephone conversation between the Authorised Person of the Client and Authorised Person of the Agent shall be reasonable and sufficient confirmation of the Parties’ positions on the point of the dispute. Herewith, the Parties agree that neither Party shall object to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless or otherwise agreed to, shall pay all its own fees and expenses impede the use of such independent counseltape recording for further examination of the dispute by any arbitration court, as an objective proof of the Parties’ positions in such dispute or controversy. The tape may be subject to authentication, upon request of either Party.
Appears in 2 contracts
Sources: Agency and Services Agreement, Agency and Services Agreement
General Provisions. (a) To Each of the fullest extent permitted parties hereto acknowledges that it is a sophisticated business person who was adequately represented by lawcounsel during negotiations regarding the provisions hereof, including, without limitation, the rights indemnification and contribution provisions of Section 8, and restrictions on is fully informed regarding said provisions. Each of the Partnership parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Offering Statement, any Preliminary Offering Circular and the Partners hereunder shall be binding on, apply to Final Offering Circular (and govern the operations any amendments and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoingsupplements thereto), as may be required or requested by the General PartnerSecurities Act and the Exchange Act.
(b) This AgreementThe respective indemnities, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied contribution agreements, representations, statements, promises warranties and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, other statements of the Company and inure to the benefit of, the parties Underwriters set forth in or made pursuant to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain operative and in full force and effect.
(h) The failure , regardless of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies any investigation, or statement as to the results thereof, made by or on behalf of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal Underwriters, the officers or equitable principles.
(j) The headings employees of the Sections in this Agreement are Underwriters, any person controlling the Underwriters and the Company, the officers or employees of the Company, or any person controlling the Company (ii) acceptance of the Shares and payment for reference purposes only them as contemplated hereby and shall not affect in any way the meaning or interpretation (iii) termination of this Agreement.
(kc) Whenever Except as otherwise provided, this Agreement has been and is made solely for the context may requirebenefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any pronoun used controlling persons referred to herein, the Company’s directors, officers and their respective successors and assigns, all as and to the extent provided in this Agreement shall include the corresponding masculine, feminine and neuter formsAgreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the singular form Shares from the Underwriters merely because of nouns, pronouns and verbs shall include the plural, and vice versasuch purchase.
(ld) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(me) The Schedules This Agreement may not be amended or modified unless in writing by all of the parties hereto, and Exhibits annexed hereto no condition herein (express or otherwise set forth implied) may be waived unless waived in writing by each party whom the Supplemental Letter are an integral part of this Agreement and all references herein condition is meant to this Agreement shall encompass such Schedules and Exhibitsbenefit.
(nf) Unless otherwise indicated, all The section references headings herein are to for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Underwriting Agreement (LMP Automotive Holdings Inc.), Underwriting Agreement (LMP Automotive Holdings Inc.)
General Provisions. A. This MOU takes effect upon the signature of NRCS and (aINSERT NAME) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force effect for (INSERT) years from the date of execution unless amended or terminated as set forth herein. This MOU may be extended or amended upon written request of either NRCS or (INSERT NAME) and effectthe subsequent written concurrences of the other. Either NRCS or (INSERT NAME) may terminate this MOU with a 30-day written notice to the other.
(h) The failure of B. This MOU is not intended to, and does not create, any Partner to enforce right, benefit, or trust responsibility, substantive or procedural, enforceable at law or equity, by a party against the United States, its agencies, its officers, or any time any of the provisions person.
C. Termination of this Agreement shall agreement will not be construed affect individuals certified as Technical Service Providers by NRCS. Certified individuals will continue to be a waiver listed on the approved list of any such provision or Technical Service Providers in accordance with the terms and conditions of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writingtheir certification.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument▇. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred HoldersINSERT NAME) and their respective Affiliates officers will handle their own activities and Subsidiaries utilize their own resources, including expenditures of their own funds in pursuing the purposes of this MOU. Each party will carry out its separate activities in a coordinated and mutually beneficial manner.
E. None of the information in this MOU shall obligate either USDA or (INSERT NAME) to obligate or transfer any funds. Specific work projects or activities that involve the transfer of funds, services, or property among the various agencies and offices of USDA and (INSERT NAME) will require execution of separate agreements and be contingent upon the availability of funds. Such activities must be independently authorized by appropriate statutory authority. This MOU does not provide such authority. Negotiation, execution, and administration of each such agreement must comply with all applicable statutes and regulations.
F. Employees of NRCS shall participate in efforts under this MOU solely as representatives of the United States. To this end, they shall not participate as directors, offices, employees, or otherwise serve or hold themselves out as representatives of, (INSERT NAME). They also shall not assist (INSERT NAME) with efforts to lobby Congress, or to raise money through fund-raising efforts. Further, NRCS employees shall report to their immediate supervisor any negotiations with (INSERT NAME) concerning future employment and shall refrain from participation in efforts regarding such parties until approved by the agency. All activities under this agreement will be in compliance with the Drug-Free Workplace Act of 1988 (Public Law 100-690, Title V, Subtitle D). In accordance with NRCS Property Management Regulation, Temporary Regulation A-2, “The program or activities conducted under this memorandum of understanding will be in compliance with the nondiscrimination provisions contained in Titles VI and VII of the Civil Rights Act of 1964, as amended; the Civil Rights Restoration Act of 1987 (Public Law 100-259); and other nondiscrimination statutes: namely, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendment of 1972, and the Age Discrimination Act of 1975. They will also be in accordance with regulations of the Secretary of Agriculture (7 CFR 15, Subparts A & B), which provide that no person in the enforcement United States shall on the grounds of race, color, national origin, age, sex, religion, marital status, or handicap be excluded from participation in, be denied the Transaction Documents. Each Partner has hadbenefits of, and will have, or be otherwise subjected to discrimination under any program or activity receiving Federal financial assistance from the opportunity to retain its own independent counsel with respect to this Agreement and as to Department of Agriculture or any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselagency hereof.”
Appears in 2 contracts
Sources: Memorandum of Understanding, Memorandum of Understanding
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: D▇▇▇▇ LLP ▇▇▇▇ Y▇▇▇ ▇▇ Title: Director and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. For itself and on behalf of the several Underwriters listed on Schedule A hereto Name: [●] Title: [●] Network 1 Financial Securities, Inc. [●] [●] Number of Firm Shares: [●] Number of Additional Shares: Up to [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (the “GP Law Firm”)or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] M▇▇▇ C▇▇▇ ▇▇▇▇▇▇▇▇ 6 months D▇▇▇▇ ▇▇▇▇ Y▇▇▇ ▇▇ 6 months C▇▇▇ ▇▇▇ ▇▇▇▇ 6 months T▇▇ ▇▇▇▇ ▇▇▇▇▇ 6 months J▇▇▇▇ ▇▇▇ P▇▇▇ ▇▇▇▇ 6 months Cuprina Pte. Ltd. Cuprina United States Inc. Cuprina Malaysia Sdn. Bhd. Cuprina (Beijing) Biotechnology Co. Ltd. Cuprina Hong Kong Limited The Galleria, the Rockpoint Preferred Holders, as a Limited Partner, has retained 2 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Red Bank, NJ 07701 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial Securities, Inc. (the “RP Law FirmRepresentative”), in each case, ) in connection with the drafting proposed Underwriting Agreement (the “Underwriting Agreement”) between Cuprina Holdings (Cayman) Limited, a Cayman Islands holding company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Class A Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Class A Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Class A Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer or director of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Class A Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Class A Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;
(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, and (ii) each including any exercise effected by the delivery of Class A Ordinary Shares of the General Partner and Roseland Residential HoldingCompany held by the undersigned; provided, LLCthat, on the one handClass A Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, and as amended (the Rockpoint Preferred Holders“Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, on by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other handentity, expects or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to continue another person, or (d) provided, that, the Class A Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to retain the GP Law Firm and restrictions provided for in this Agreement;
(7) the RP Law FirmOffering;
(8) transfers consented to, respectivelyin writing by the Representative;
(9) transactions relating to Class A Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.transactions;
Appears in 2 contracts
Sources: Underwriting Agreement (Cuprina Holdings (Cayman) LTD), Underwriting Agreement (Cuprina Holdings (Cayman) LTD)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Exclusive Engagement Agreement between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
May 10, 2023 (e) Each Partner hereby submits the “Engagement Letter”), that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained ▇▇▇▇▇▇kindly sign and return to the Company the enclosed copies hereof, ▇▇▇▇ & whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: S▇▇▇▇▇▇▇▇ LLP ▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule 1 hereto By: Name: E▇▇▇▇ ▇▇▇ Title: Chief Executive Officer Univest Securities, LLC
1. Free Writing Prospectus, dated [ ], link as follows: [ ] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Name of Subsidiary Jurisdiction of Incorporation or Organization Youxin Cloud (BVI) Ltd British Virgin Islands Youxin Cloud (HK) Limited Hong Kong Hainan Youxin Mutual Enterprise Management Co., Ltd. The People’s Republic of China Guangzhou Youxin Technology Co., Ltd. The People’s Republic of China As Representative of the Several Underwriters 7▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Suite 1838 New York, New York 10019 Ladies and Gentlemen: In consideration of that certain Underwriting Agreement (the “RP Law FirmUnderwriting Agreement”) between Youxin Technology Ltd, a Cayman Islands company (the “Company”), and Univest Securities, LLC (“Univest”), as representative of the several underwriters named in Schedule 1 thereto (such underwriters, including Univest, the “Underwriters”), to underwrite a proposed initial public offering (the “Offering”) of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, the undersigned hereby irrevocably agrees that the undersigned shall not, for a period beginning on and including the date of this agreement and ending six (6) months after the effective date of the registration statement in connection with the Offering (the “Lock-Up Period”), without the prior written consent of Univest (which consent may be withheld in its sole discretion):
(1) offer to sell, sell, pledge, contract to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) with the Securities and Exchange Commission of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to register, any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for Ordinary Shares, options or warrants or other rights to acquire Ordinary Shares of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, options, warrants or rights, collectively, the “Restricted Securities”);
(2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Ordinary Shares or such other convertible, exercisable or exchangeable securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise; or
(3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. Notwithstanding anything to the contrary contained in this agreement, the foregoing restrictions in clauses (1), (2) and (3) described above shall not apply to the Company with respect to any of the following transactions:
(i) the issuance of the Ordinary Shares, or securities convertible into or exercisable for any of the Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of any restricted stock units (“RSUs”) (including net settlement), in each casecase outstanding on the date of the Underwriting Agreement and described in the final prospectus for the Offering (the “Prospectus”);
(ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for any of the Ordinary Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, executive officers, directors, corporate auditors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of the Offering and described in the Prospectus; or
(iii) the Company’s filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the Underwriting Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially by the undersigned except in compliance with the foregoing restrictions. Any securities of the Company acquired by the undersigned in the Offering (including, without limitation, in any issuer-directed share program) shall also be Restricted Securities subject to this agreement. If the undersigned is an executive officer or director of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Ordinary Shares that the undersigned may purchase in the Offering. Notwithstanding anything to the contrary contained in this agreement, the restrictions described in the immediately preceding paragraph shall not apply to executive officers or directors of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, with respect to any of the following transactions:
(a) transfers of Restricted Securities as a bona fide gift or gifts by the undersigned or for bona fide estate planning purposes;
(b) transfers or dispositions of Restricted Securities to any trust for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned;
(c) transfers or dispositions of Restricted Securities to a partnership, limited liability company or other entity of which undersigned and its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(d) transfers of Restricted Securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(e) transfers or dispositions of Restricted Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (d) immediately above;
(f) in the case that the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers or dispositions of Restricted Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or its affiliates; or (B) as part of a distribution to members or shareholders of the undersigned;
(g) transfers or dispositions of Restricted Securities by operation of law;
(h) transfers or dispositions of Restricted Securities to the Company from an employee upon death, disability or termination of employment of such employee;
(i) transfers or dispositions of Restricted Securities to the Company in connection with the drafting vesting, settlement or exercise of this AgreementRSUs, options, warrants or other rights to purchase the Ordinary Shares (including “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments;
(j) transfers or dispositions of Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction approved by the Company’s board of directors and made to all shareholders involving a change in control, provided that if such transaction is not completed, all such Restricted Securities would remain subject to the restrictions in the clauses (1), (2) and (ii3) each described above;
(k) exercise of the General Partner options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in the Prospectus, provided that any Restricted Securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the clauses (1), (2) and Roseland Residential Holding(3) described above;
(l) conversion of outstanding preferred stock, LLCwarrants to acquire preferred stock, on or convertible securities into the one handOrdinary Shares or warrants to acquire Ordinary Shares, provided that any of the Ordinary Shares or warrant received upon such conversion would be subject to restrictions similar to those in the clauses (1), (2) and (3) described above;
(m) establishment by the Rockpoint Preferred Holdersundersigned of trading plans under Rule 10b5-1 under the Exchange Act, on provided that such plan does not provide for the transfer of the Restricted Securities during the Lock-Up Period;
(n) the sale of the Ordinary Shares pursuant to the terms of the Underwriting Agreement; and
(o) transfers of Restricted Securities to a charity or educational institution; provided, however, that
A. in the case of (a), (b) (c) or (d) above, it shall be a condition to the transfer or disposition that the donee, trustee, heir, distributee or other handtransferee, expects as the case may be, agrees to continue be bound in writing to retain the GP Law Firm and restrictions set forth herein during the RP Law FirmLock-Up Period;
B. any transfer or disposition pursuant to (a), respectively(b), (c) or (d) above shall not involve a disposition for value; and
C. in the case of a transfer or distribution pursuant to (a), (b), or (d) above, no filing by the undersigned or any other party under the Exchange Act or other public announcement shall be required or made voluntarily during the Lock-Up Period in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present such transfer or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counseldistribution.
Appears in 2 contracts
Sources: Underwriting Agreement (Youxin Technology LTD), Underwriting Agreement (Youxin Technology LTD)
General Provisions. (
3.1 Unless the context or any other collateral agreements between the Town or the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words “at the sole expense of the Developer”.
3.2 The Developer hereby covenants, warrants and agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may arise directly or indirectly by reason of the design, installation, construction, or operation of any of the Works required under this Agreement, or by reason of the maintenance or lack of maintenance of such Works by the Developer pursuant to the terms of this Agreement or by reason of any defect in workmanship or material.
3.3 The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein:
a) To shall run with the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder Lands; and,
b) shall be binding onupon the Developer, apply its heirs, executors, administrators, assigns and successors in title, from time to time; and,
c) the benefits of the said covenants shall enure to the Town, its successors and govern the operations and acts assigns in title, of all Subsidiaries. The Partners agree roads, streets, and public Lands forming part of or abutting on the Lands.
3.4 Any notices required or permitted to execute and deliver such documents and agreements required to give effect be given pursuant to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement terms of this Agreement shall be governed by given in the laws manner set out in Section 42.
3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the State parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of Delaware without regard to its principles of conflicts of lawthe Lands.
(e) Each Partner hereby submits 3.6 The Developer shall impose restrictions as set forth in Schedule "I" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the exclusive jurisdiction requirements of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES3.7 The Schedules annexed hereto, TO THE FULLEST EXTENT PERMITTED BY LAWbeing Schedules “A” to “I” inclusive, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARYare deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
(g) Subject 3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 23(e)67 of the Planning Act, 1990, and amendments thereto.
3.9 In constructing, installing or providing the Works, the Developer shall comply with all statues, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation.
3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any provision time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement.
3.11 If any term of this Agreement shall be determined by a court of competent jurisdiction found to be invalid ultra ▇▇▇▇▇ of the Town, or unenforceableotherwise unlawful, such provision term shall conclusively be deemed to be severable and the remainder of this Agreement mutatis mutandis shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) 3.12 The failure of any Partner to enforce at any time any of the provisions of this Agreement Developer shall not be construed to be a waiver of any such provision call into question directly or of any other provisionindirectly, nor in any way affect the validity of this Agreement proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the right of any Partner the Town to enter into this Agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such provision in the future. No waiver action or proceeding as a complete and conclusive estoppel of any breach denial of this Agreement such right.
3.13 Time shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation essence of this Agreement.
(k) Whenever 3.14 Prior to execution of this Agreement by the context may requireTown, the Developer shall deliver to the Town a Certificate of Status issued by the Ontario Ministry of Government and Consumer Services verifying that the Developer is a company duly incorporated under the laws of the Province of Ontario and is in good standing.
3.15 The Developer hereby agrees to procure, register and provide to the Town any pronoun used in postponement agreements which the Town solicitor considers necessary to ensure that this Agreement shall include have priority over any interest of a mortgagee in the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versaLands.
(l3.16 The Developer shall notify or cause to be notified each and every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into by the Developer.
3.17 In the event that a Mortgagee(s) This exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement may be executed in has been entered into with the Town.
3.18 In the event that the Developer wishes to register more than one or more counterpartsPlan of Subdivision over the Lands, each the Developer shall first obtain the written consent of the Town to do so, which consent shall be deemed an original against any party who signed conditional upon the Developer registering such counterpart, but Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town.
3.19 Any and all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to Developer’s obligations under this Agreement shall encompass such Schedules be joint and Exhibitsseveral.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Subdivision Agreement, Subdivision Agreement
General Provisions. (a) To 23.1 In the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver event of any breach of this Agreement these Conditions by the Supplier, the remedies of the Customer shall be held limited to damages which under no circumstances shall exceed the Price of the Goods.
23.2 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic, epidemic or other event beyond the reasonable control of either party.
23.3 A failure by the Supplier to exercise any right, power, remedy nor any delay in the exercise of any such right, power or remedy under the Agreement and/or these Terms nor the granting of any time or other indulgence the Supplier to the Customer will not operate as a waiver of any other or subsequent breachthe Supplier’s rights under the Agreement and/or these Terms. Any Partner may, at such PartnerWaiver of a the Supplier’s option, waive any provision of this Agreement provided such waiver is rights may only occur in writing.
23.4 Each party must execute any document and perform any action necessary to give full effect to these terms, whether before, or after performance of these Terms.
23.5 The Supplier and/or Customer and/or Guarantor agree and acknowledge that this Application may be completed by the Customer utilising the Supplier’s online application process through the Supplier’s website. This may include the insertion of the Customer’s and/or Guarantor’s electronic signature. Once this Application is completed in this method and if the Application is deemed acceptable by the Supplier, the Supplier and/ or Customer and/or Guarantor agree that the Supplier may rely on this Application (iand any accompanying Guarantee) as if it had been executed in writing by the Customer and/ or Guarantor in writing. To be clear, once the Application is accepted by the Supplier, if Goods and/or Services are supplied by the Supplier to the Customer, the Customer and/ or any Guarantor agree that such supply of Goods and Services are made on the basis of these Terms as if the Terms had been executed by the Supplier and/or Customer and/or Guarantor in writing.
23.6 New Borg Group Entities
a) The rights Customer and remedies the Supplier intend for all New Borg Group Entities to have the benefit of these Terms.
b) The Customer covenants that it will only order Goods and/or Services from a New Borg Group Entity on the condition that these Terms apply to such an order and that the New Borg Group Entity will have the benefit of and may enforce these Terms irrespective of the Partners set forth fact that the New Borg Group Entity may not have been in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal existence or equitable principlesan entity within the Borg Group of Companies at the time of initial acceptance by the Customer of these Terms.
(jc) The headings Customer acknowledges that, in consideration of facilitation of an extension of credit by a New Borg Group Entity to the Sections in this Agreement are for reference purposes only and shall not affect in any way Customer, the meaning or interpretation of this Agreement.
(k) Whenever Supplier as at the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part date of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) holds the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each benefit of the General Partner and Roseland Residential Holding, LLC, promises made under clause 23.7(b) as trustee on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree behalf of that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselentity.
Appears in 2 contracts
Sources: Conditions of Sale, Terms and Conditions
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) 17.1 This Agreement shall be binding upon, and deemed effective when executed by Borrower and accepted and executed by Bank at its headquarters office.
17.2 This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may not assign this Agreement or any rights hereunder without Bank’s prior written consent and any prohibited assignment shall be absolutely void. No consent to an assignment by Bank shall release Borrower from their obligations to Bank. Bank may assign this Agreement and its rights and duties hereunder. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Bank’s rights and benefits hereunder. In connection therewith, Bank may disclose all documents and information which Bank now or hereafter may have relating to Borrower or Borrower’s business.
17.3 Paragraph headings and paragraph numbers have been set forth herein for convenience only; unless the parties contrary is compelled by the context, everything contained in each paragraph applies equally to this entire Agreement. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term “including” is not limiting. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and their respective permitted successors and assignsnot to any particular provision of this Agreement.
(d) The validity17.4 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Bank or Borrower, interpretation whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and enforcement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.
17.5 Each provision of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any severable from every other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is for the purpose of determining the legal enforceability of any specific provision.
17.6 This Agreement cannot be changed or terminated orally. This Agreement contains the entire agreement of the parties hereto and supersedes all prior agreements, understandings, representations, warranties and negotiations, if any, related to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing.
(i) 17.7 The rights parties intend and remedies of the Partners set forth in this Agreement are not exclusive agree that their respective rights, duties, powers, liabilities, obligations and each Partner discretions shall be entitled to all rights performed, carried out, discharged and remedies available to such party under applicable legal or equitable principlesexercised reasonably and in good faith.
(j) The headings of the Sections in this Agreement are for reference purposes only 17.8 Each undersigned Borrower hereby agrees that it is jointly and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may requireseverally, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter formsdirectly, and the singular form primarily liable to Bank for payment and performance in full of nounsall duties, pronouns obligations and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of liabilities under this Agreement and all references each other document, instrument and agreement entered into by Borrower with or in favor of Bank in connection herewith, and that such liability is independent of the duties, obligations and liabilities of any other Borrower of the Indebtedness, as applicable. Each reference herein to this Agreement Borrower shall encompass such Schedules mean each and Exhibitsevery Borrower party hereto, individually and collectively, jointly and severally.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Loan and Security Agreement (ProLink Holdings Corp.), Loan and Security Agreement (ProLink Holdings Corp.)
General Provisions. (a) To the fullest extent permitted by law, the rights of This Assignment and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement Assumption shall be binding upon, and inure to the benefit of, the parties to this Agreement hereto and their respective permitted successors and assigns.
(d) The validity, interpretation . This Assignment and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement Assumption may be executed in one or more any number of counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy Delivery of an executed counterpart of a signature hereto page of this Assignment and Assumption by telecopy shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part delivery of a manually executed counterpart of this Agreement Assignment and all references herein to this Agreement Assumption. This Assignment and Assumption shall encompass such Schedules be governed by, and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”)construed in accordance with, the Rockpoint Preferred Holderslaw of the State of New York. This certificate is given by , as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇Responsible Officer of ▇▇▇▇▇▇ LLP Resources, Inc. (the “RP Law FirmBorrower”), pursuant to Section 4.1(c) of that certain Credit Agreement dated as of May 22, 2015 among Borrower, Lenders from time to time party thereto and Wilmington Trust, National Association, as Administrative Agent for Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in each casethe Credit Agreement. The undersigned Responsible Officer on behalf of Borrower hereby certifies to Administrative Agent and Lenders that:
(a) the financial statements delivered with this certificate in accordance with Section 4.1(a) and/or 4.1(b) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrower and the Subsidiaries as of the dates and the accounting period covered by such financial statements;
(b) I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in connection reasonable detail of the transactions and conditions of Borrower and the Subsidiaries during the accounting period covered by such financial statements;
(c) such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is undertaking and proposes to take with respect thereto; and
(d) Borrower is in compliance with the drafting covenants contained in Article 6 of this the Credit Agreement, and (ii) each of as demonstrated by the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses calculation of such independent counselcovenants below, except as set forth below.
Appears in 2 contracts
Sources: Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)
General Provisions. 8.1. This Agreement may only be amended by decision of Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock and by the execution of a specific instrument.
8.1.1. Any Shareholder who disagrees with the decision to amend this Agreement made by Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock may have his/her Shares discharged from this Agreement by sending written notice to this effect to the other Shareholders, provided that such Shareholder (a) To shall have his/her rights set forth in Section II of this Agreement removed or unfavorably modified or (b), in view of the fullest extent permitted proposed change, shall be affected by lawany other material, unfavorable change in his/her contractual rights hereunder or set forth in the rights of and restrictions applicable laws.
8.2. Starting on the Partnership date hereof, no Shareholder may execute any other shareholders’ agreement or similar instrument concerning the Company or the Shares without the previous written consent of those holding at least seventy-five percent (75%) of the Relating Capital Stock. Each of the Shareholders hereby consents to the other Shareholders executing the Shareholders Agreement.
8.3. The Shareholders may ▇▇▇▇▇ ▇▇▇▇▇▇ of attorney to third parties for the same to represent them before the Company at shareholders’ meetings and the Partners hereunder any corporate actions, on condition that such third parties shall vote and/or proceed as set forth in this Agreement, which condition shall be binding on, apply set forth in any such powers of attorney.
8.4. Each Shareholder agrees to take any and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, steps as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement needed for a proper and understanding full performance of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to obligations assumed under this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if 8.5. If any provision provisions contained in this Agreement is held null or ineffective, then such fact will not compromise the validity and effectiveness of any other provisions, which shall be determined fully observed, and the Shareholders agree to use their best efforts to agree on a valid alternative to achieve the same effects as intended by a court of competent jurisdiction to be invalid the provision having been held null or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effectineffective.
(h) The failure of any Partner 8.6. Subject to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provisionspecifically in this respect, nor this Agreement is binding upon the Shareholders and their respective heirs, successors and assigns in any way affect capacity. The Shareholders agree, on behalf of themselves and their successors, to abide by the validity of rules set forth in this Agreement or Agreement, as well as the right of any Partner to enforce each and every such provision rules set forth in the futureCompany’s other shareholders agreements.
8.7. No waiver of any breach of All notices and/or communications under and/or related to this Agreement shall be held in writing and delivered in person, by mail or by e-mail, with return notice (or proof of delivery, for e-mail) requested in any event, and shall be addressed to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.the Shareholders as shown below:
(ia) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled If to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatNércio: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Name: Nércio ▇▇▇▇ LLP ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (the “GP Law Firm”)+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(b) If to ▇▇▇▇▇▇▇: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Address: Rua Cenno Sbrighi, the Rockpoint Preferred Holdersnº 170, as a Limited Partner9º andar, has retained Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(c) If to Alon: Name: ▇▇▇▇ ▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇ andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ & e-mail: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(d) If to ▇▇▇▇▇▇: Name: ▇▇▇▇▇▇ ▇▇▇▇ Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(e) If to ▇▇▇▇▇▇: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ LLP Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
(f) If to the “RP Law Firm”)Company: Name: Linx S.A., care of Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+▇▇ ▇▇) ▇▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
8.7.1. Any notices given under this Section shall be deemed delivered: (a) at the time of delivery if delivered in person; (b) at the time of receipt if sent by mail or courier; (c) at the time when proof of delivery is received by the sender, if sent by e-mail.
8.7.2. Any of the parties to this Agreement may change the address to which notices are to be sent by giving written notice thereof to the other parties according to Section 8.7 above.
8.7.3. For the purposes of article 118, § 10, of the Corporation Law, each Shareholder appoints the individuals named in Section 8.7 above as their respective representatives for the purposes of any communications with the Company in terms of providing or receiving information whenever necessary, in each case, in connection accordance with the drafting provisions of this Agreement.
8.8. The Shareholders acknowledge that a mere payment of damages would not be an appropriate compensation for any default of obligations undertaken under this Agreement, which permits specific performance in accordance with the law.
8.9. This Agreement, as signed and (ii) each of initialed on the General Partner and Roseland Residential Holdingdate hereof, LLCtogether with the exhibit hereto, is the entire understanding among the Shareholders, by said date, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnershiptransaction carried out hereunder. The other Partners Shareholders agree that this Agreement accurately reflects the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders negotiations previously held and their respective Affiliates intents and fully supersedes any other documents or memoranda of any nature whatsoever previously exchanged among or signed by the parties, including the 2012 Shareholders Agreement, which is hereby terminated with no further formalities by the Shareholders for all legal purposes. It is hereby agreed that, for all intents and purposes, only this Agreement shall govern the relationships among Shareholders concerning the provisions hereof.
8.10. The Shareholders shall use their best efforts to try and amicably resolve all disputes arising out of this Agreement. If there should be any dispute, the Shareholder interested in resolving it shall send written notice to the enforcement other party with a view to holding amicable, good-faith negotiations in order to resolve the dispute within a period of thirty (30) days of the Transaction Documentsreceipt of such notice.
8.11. Each Should the Shareholders fail to reach an amicable agreement on the dispute within the period set forth in Section 8.10 above, then the legal representative of one of the Rockpoint Preferred Holders agrees interested Shareholders shall give written notice to the legal representatives of the other interested Shareholder calling for them to jointly and acknowledges that amicably seek, within a period of thirty (30) days of such new notice, the best possible solution for the Shareholder involved.
8.12. If, upon expiration of the period set forth in Section 8.11 above, the event of a default legal representatives should fail to reach an amicable consensus on the part of dispute, then all matters, questions and disputes generally related to this Agreement, including, but not limited to, any of the Rockpoint Preferred Holdersquestion concerning its existence, the GP Law Firm effectiveness and termination, shall be free referred to represent each of arbitration according to the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.following provisions:
Appears in 2 contracts
Sources: Shareholders Agreement (Linx S.A.), Shareholders Agreement (Linx S.A.)
General Provisions. (a) To the fullest extent permitted by lawThis Agreement, the rights of and restrictions on Stock Purchase Agreement, the Partnership Stockholders Agreement and the Partners hereunder shall be binding onRegistration Rights are the complete, apply to final and govern exclusive statements of the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect agreement between the parties with respect to the foregoingsubject matter hereof and thereof and supersede all prior or contemporaneous agreements, as may be required or requested by negotiations, representations, understandings and discussions between the General Partnerparties and/or their respective representatives with respect to the subject matter covered hereby. This Agreement shall supersede Schedule 3.11 of the Stock Purchase Agreement.
(b) This Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given (a) upon personal delivery to the person to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after deposit in the United States mail, by registered or certified mail, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt addressed as set forth on the signature page of this Agreement, together with or at such other address as a party may designate by ten (10) days' advance written notice to the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersparty.
(c) This The rights and benefits of the Company under this Agreement shall be binding upontransferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the parties to Company's successors and assigns (including PriCellular). The rights and obligations of Executive under this Agreement may only be assigned with the prior written consent of the Company and their respective any purported transfer otherwise shall be null and void, except as permitted successors and assignsby the Stockholders Agreement.
(d) The validity, interpretation and enforcement Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be governed construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. Any amendment or waiver of any provisions hereof shall be set forth in writing and shall be executed by both parties hereto. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other remedies available to it under the laws of the State of Delaware without regard to its principles of conflicts of lawcircumstances.
(e) Each Partner hereby submits Executive agrees upon request to execute any further documents or instruments necessary or desirable to carry out the exclusive jurisdiction purposes or intent of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in Executive has reviewed this Agreement shall be determined by a court in its entirety, has had an opportunity to obtain the advice of competent jurisdiction counsel prior to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of executing this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to fully understands all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provisions of this Agreement.
(kg) Whenever the context may require, any pronoun used References in this Agreement to the Stock Purchase Agreement, Stockholders Agreement and Registration Rights Agreement shall include any amendments thereto effected from time to time in accordance with the corresponding masculinerespective terms of such agreements; provided, feminine and neuter formshowever, and that no such amendment shall alter -------- ------- any obligation of the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of Company under this Agreement and all references herein in a manner adverse to this Agreement shall encompass such Schedules and Exhibits.
Executive unless Executive consents in writing thereto. (n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”SIGNATURE PAGE FOLLOWS), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Executive Agreement (American Cellular Corp /De/), Executive Agreement (American Cellular Corp /De/)
General Provisions. 11.1 All periods of time referred to in this Agreement (aother than references to business days ) To shall include all Saturdays, Sundays or State of New York holidays provided that if the fullest extent permitted by lawdate or last date to perform the act or give any notice with respect to this Agreement shall fall on a Saturday, the rights Sunday or State of and restrictions New York holiday, such act or notice may be timely performed or given if performed or given on the Partnership next succeeding day which is not a Saturday, Sunday or State of New York holiday.
11.2 All notices, requests, consents and the Partners other communications required or permitted hereunder shall be binding onin writing and shall be deemed effectively given or delivered upon confirmed facsimile transmission, apply personal delivery or the day following delivery to and govern a courier service which guarantees overnight delivery of such notice or five (5) days after deposit with the operations and acts U.S. Post Office, by registered or certified mail, return receipt requested, postage prepaid, and, in the case of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect courier or mail delivery, addressed to the foregoing, intended recipient at his or its address as shown on Schedule I attached hereto or such other address as a party may be required or requested by the General Partnerspecify in writing.
(b) 11.3 This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect parties relating to the matters covered hereby subject matter hereof, and shall supersede supersedes all previous prior agreements, whether oral or written, oral relating to the subject matter hereof (it being understood that this Section 11.3 is not intended to obviate the respective rights and obligations of ▇▇▇▇▇▇, Holdco and the other parties thereto under the Investors Agreement (No. 1) dated as of the same date as this Agreement among Holdco, ▇▇▇▇▇▇, ▇▇▇ and TP).
11.4 Any provision hereof which is prohibited or implied agreementsunenforceable in any jurisdiction shall, representations, statements, promises and understandings between them with respect as to such matters.
(c) This Agreement shall jurisdiction, be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced ineffective to the extent it can be so enforced and of such determination shall not affect prohibition or unenforceability without invalidating the remaining provisions of this Agreementhereof or thereof, all of which shall remain and any such prohibition or unenforceability in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement jurisdiction shall not be construed to be a waiver of any such provision invalidate or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every render unenforceable such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writingjurisdiction.
(i) 11.5 The rights and remedies headings of the Partners set forth articles and sections contained in this Agreement are solely for the purpose of reference, are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings part of the Sections in this Agreement are for reference purposes only agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement.
(k) . The definitions in Section 1 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which "including" shall be deemed an original against to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any party who signed part hereof unless the context shall otherwise require. All references herein to Sections, Exhibits and Schedules shall be deemed references to and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the "Certificate of Incorporation", "Restated Certification of Incorporation", "Articles of Incorporation", "charter", "organizational or governing documents" or "By-laws" of any Entity, to any agreement (including this Agreement) or other Contract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such counterparttime (and, but all of which together shall constitute one and in the same instrument. A facsimile or electronic PDF copy case of a signature hereto statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Unless otherwise expressly provided herein or unless the context shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part require, any provision of this Agreement using a defined term (by way of example and all references herein to this Agreement shall encompass without limitation, such Schedules and Exhibits.
(nas "Controlled Affiliate") Unless otherwise indicatedwhich is based on a specified characteristic, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holdingqualification, LLCfeature, relationship or status shall, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any time, refer only to such Persons who have the specified characteristic, qualification, feature, relationship or status as of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselthat particular time.
Appears in 2 contracts
Sources: Stockholders' Agreement (Time Warner Inc/), Stockholders' Agreement (Turner Broadcasting System Inc)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction DocumentsPlan, constitutes the entire agreement between the Company and understanding the Grantee regarding the grant of the Partners Shares.
(b) The Committee may modify this Agreement to bring it into compliance with respect any valid and mandatory government regulation or exchange listing requirement. Any other amendment to this Agreement shall be in writing and signed by the matters covered hereby Company and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersthe Grantee.
(c) This Nothing contained in this Agreement shall be binding upon, deemed to require the Company and inure its Subsidiaries to continue the benefit of, Grantee’s relationship as an Employee or to modify any agreement between the parties to this Agreement Grantee and their respective permitted successors and assignsthe Company or its Subsidiaries relating thereto.
(d) The validity, interpretation Committee may from time to time impose any conditions on the Shares as it deems reasonably necessary to ensure that the Plan and enforcement this Award satisfy the conditions of this Agreement shall be governed by the laws Rule 16b-3 of the State Securities Exchange Act of Delaware without regard to its principles 1934, as amended, and that Shares are issued and resold in compliance with the Securities Act of conflicts of law1933, as amended.
(e) Each Partner hereby submits The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the exclusive jurisdiction purposes or intent of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESGrantee hereby acknowledges receipt of a copy of the Plan and the Plan’s prospectus and agrees to be bound by all the terms and provisions thereof. The terms of the Plan as it presently exists, TO THE FULLEST EXTENT PERMITTED BY LAWand as it may hereafter be amended, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENTare deemed incorporated herein by reference, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if and in the event of any provision in conflict between the terms of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver the Plan, the provisions of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement Plan shall be held deemed to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of supersede the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provisions of this Agreement.
(kg) Whenever the context may require, any pronoun used in this This Agreement shall include the corresponding masculine, feminine and neuter formsbe governed by, and enforced in accordance with, the singular form laws of nouns, pronouns and verbs shall include the plural, and vice versaCommonwealth of Pennsylvania without regard to the application of the principals of conflicts or choice of laws.
(lh) This Agreement may be executed executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpartoriginal, but and all of which together shall constitute be deemed to be one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/), Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇▇ LLP ▇▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer ▇.▇. ▇▇▇▇▇▇▇▇ & Co., Inc. Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (the “GP Law Firm”)or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] ▇▇▇▇ ▇▇▇▇ Zhiliang (▇▇▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Logistic Inc. Logistic services 100 % April 16, the Rockpoint Preferred Holders2020 California, as a Limited PartnerU.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, has retained 2021 California, U.S. Andtech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. [●], 2024 ▇.▇. ▇▇▇▇▇▇▇▇ & Co., Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & Floor New York, NY 10005 Ladies and Gentlemen: The undersigned understands that ▇.▇. ▇▇▇▇▇▇▇▇ LLP & Co., Inc., the representative of the underwriters (the “RP Law FirmUnderwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Armlogi Holding Corp., a Nevada corporation (the “Company”), in each case, in connection with to the drafting of this Agreement, and initial public offering (iithe “Offering”) each of the General Partner and Roseland Residential HoldingCompany’s shares of Common Stock, LLC, on par value $0.00001 per share per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 2 contracts
Sources: Underwriting Agreement (Armlogi Holding Corp.), Underwriting Agreement (Armlogi Holding Corp.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
November 1, 2024 (ethe “Engagement Letter”) Each Partner hereby submits that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Name: S▇▇ ▇▇▇▇ LLP ▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. For itself and on behalf of the several Underwriters listed on Schedule A hereto By: /s/ Name: E▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President, Global Head of Investment Banking Dominari Securities LLC [●] [●] Total [●] [●] [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Additional Share: $[●] Proceeds to Company per Firm Share (the “GP Law Firm”)before expenses): $[●] Proceeds to Company per Additional Share (before expenses): $[●] [●] [●] [●] [●] [●] [●] [●] [●] West Image Limited British Virgin Islands First Grade Group (H.K.) Company Limited Hong Kong [_____________], the Rockpoint Preferred Holders, as a Limited Partner, has retained 2025 DOMINARI SECURITIES LLC 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)New York, in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.NY 10022
Appears in 2 contracts
Sources: Underwriting Agreement (Great Restaurant Development Holdings LTD), Underwriting Agreement (Great Restaurant Development Holdings LTD)
General Provisions. (a) To the fullest extent permitted 7.1 Except as otherwise provided herein or by law, no right or interest of the rights Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and restrictions on no right or interest of the Partnership and Executive under the Partners Agreement shall be liable for, or subject to, any obligation or liability of such Executive. When a payment is due under the Agreement to an Executive who is unable to care for his or her affairs, payment may be made directly to the Executive's legal guardian or personal representative.
7.2 If the Employer, the Company or any Affiliate is obligated pursuant to applicable law or by virtue of being a party to a contract (other than this Agreement) to pay severance pay, a termination indemnity, notice pay or the like or if the Employer, the Company or any Affiliate is obligated by law to provide advance notice of separation ("Notice Period"), then any Severance Payment hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.
7.3 Neither the entering into of this Agreement, nor the payment of any benefits hereunder shall be construed as giving the Executive, or any person whomsoever, the right to be retained in the service of the Employer, and the Executive shall remain subject to discharge to the same extent as if the Agreement had never been executed.
7.4 If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.
7.5 The Company, the Employer and the Executive intend for the Agreement to comply with the requirements of Code section 409A such that none of the payments hereunder will result in compensation to be includible in the Executive's income pursuant to Code section 409A(a)(1)(A). The Agreement shall be interpreted in a manner consistent with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Code section 409A to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purpose, any installment paid to Executive under this Agreement shall be considered a separate payment. If any provision of the Agreement would cause compensation to be includible in the Executive's income pursuant to Code section 409A(a)(1)(A), such provision shall be void, and the Employer shall have the unilateral right to amend the Agreement retroactively for compliance with Code section 409A in such a way as to achieve substantially similar economic results without causing such inclusion. Any such amendment shall be binding onon the Executive. In the event the Agreement does not comply with the requirements of Code section 409A, apply the Executive will be solely responsible for any adverse tax consequences to the Executive. To the extent any amounts under this Agreement are payable by reference to Executive's Severance Date or “termination of employment” such terms and govern similar terms shall be deemed to refer to Executive's “separation from service,” within the operations and acts meaning of Code section 409A. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all Subsidiariesdocumentation reasonably required by Employer, and shall be paid to Executive within 30 days following receipt of such documentation, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The Partners agree right to execute and deliver such documents and agreements required any reimbursement or in-kind benefit pursuant to give effect this Agreement shall not be subject to the foregoing, as may be required liquidation or requested by the General Partnerexchange for any other benefit.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This 7.6 The Agreement shall be binding upon, upon and shall inure to the benefit of, of and be enforceable by the parties to this Agreement Employer and their respective permitted its successors and assigns, and by the Executive and by the personal and legal representatives, executors, administra-tors, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while any amount would still be payable to the Executive (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to the executors, personal representatives or administrators of the Executive's estate.
7.7 The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement.
7.8 The Agreement shall not be funded. The Executive shall not have any right to, or interest in, any assets of the Employer which may be applied by the Employer to the payment of benefits or other rights under the Agreement.
7.9 All notices and all other communications provided for in the Agreement (di) shall be in writing, (ii) shall be hand delivered, sent by overnight courier or by United States registered mail, return receipt requested and postage prepaid, addressed, in the case of the Employer, to the principal office of the Employer, attention President, and in the case of the Company, to ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Ann Arbor, Michigan, 48105, attention President and General Counsel, and in the case of the Executive, to the last known address of the Executive, and (iii) shall be effective only upon actual receipt.
7.10 The validity, interpretation and enforcement of this Agreement shall be governed by construed and enforced according to the laws of the State of Delaware (without regard to its principles of conflicts of law.
(e) Each Partner hereby submits giving effect to the exclusive jurisdiction conflict of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(flaws principles thereof) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreementpreempted by federal law, all of which shall remain in full force and effectotherwise control.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Severance Agreement (Con-Way Inc.), Severance Agreement (Con-Way Inc.)
General Provisions. (a) To 13.1 In this Agreement, unless context otherwise requires, words Importing the singular include the plural and vice versa, and words importing gender include all genders.
13.2 The headings and the clauses of this Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Agreement or any of its provisions.
13.3 This Agreement may not be assigned by either party. This Agreement shall ensure to the benefit of the parties and shall be binding upon the successors of the Company.
13.4 The waiver of the Company of a breach of any provision of this Agreement by the Employee shall not operate or be construed as a waiver of any subsequent breach by the Employee.
13.5 This Agreement constitutes the entire agreement between the parties hereto relating to the employment of the Employee and supersedes any and all employment agreements or understandings, oral or written, between the Company and the Employee and any such prior agreements relating to the employment of the Employee by the Company are hereby terminated and cancelled.
13.6 This Agreement shall not be amended except in writing signed by both parties.
13.7 In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall not be affected by such determination and shall remain in full force and effect to the fullest extent permitted by law.
13.8 The Employee shall, upon the rights reasonable request of the Company, make, do, execute or cause to be made, done or executed, all such further and restrictions on the Partnership and the Partners hereunder shall be binding onlawful acts, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such deeds, things, documents and agreements required to give effect to assurances of whatsoever nature and kind for the foregoing, as may be required better or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding more perfect or absolute performance of the Partners with respect to the matters covered hereby terms, conditions and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation intent of this Agreement.
13.9 Every notice, request, demand or direction (k) Whenever each for the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part purposes of this Agreement and all references herein section, a "notice") to be given pursuant to this Agreement by any party to another shall encompass such Schedules be in writing and Exhibits.
(n) Unless otherwise indicated, all section references are shall be delivered in person or sent by registered mail postage prepaid or by facsimile addressed as applicable as follows: If to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatthe Employee at: (i) [address] If to the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Company at: ▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ LLP ▇▇▇ Attn: Chairman Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ or at such other address as specified by the “RP Law Firm”)particular party by notice to the other.
13.10 Any notes delivered or sent in accordance with section 13.9 will be deemed to have been given and received:
(a) if personally delivered, on the day of delivery,
(b) if by registered mail, on the earlier of the day of receipt and the fifth (5th) business day after the day of mailing, or
(c) if by facsimile, on the first business day following the day of transmittal. If a notice is sent by registered mail and mail service is interrupted between the point of mailing and the destination by strike, slow down, force majeure or other cause within three (3) days before or after the time of mailing, the notice will not be deemed to be received until actually received, and the party sending the notice will use any other service which has not been so interrupted or will deliver the notice in each caseorder to ensure prompt receipt.
13.11 A reference to a statute includes all regulations made pursuant thereto, all amendments to the statute or regulations in connection with force from time to time, and any statute or regulation which supplements or supersedes such statute or regulations.
13.12 All sums of money which are referred to in this Agreement are expressed in lawful money of Canada.
13.13 Time is of the drafting essence of this Agreement, .
13.14 This Agreement shall be governed and (ii) each construed in accordance with the laws of the General Partner and Roseland Residential HoldingProvince of British Columbia, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each excluding its choice of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsellaw rules.
Appears in 2 contracts
Sources: Employment Agreement (Pacific Therapeutics Ltd.), Employment Agreement (Pacific Therapeutics Ltd.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder Nothing contained in this Lease shall be binding ondeemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture of any association between Lessor and Lessee, apply to and govern neither the operations and method of computation of rent nor any other provisions contained in this Lease nor any acts of all Subsidiaries. The Partners agree the parties hereto shall be deemed to execute create any relationship between Lessor and deliver such documents Lessee other than the relationship of landlord and agreements required to give effect to the foregoing, as may be required or requested by the General Partnertenant.
(b) This Agreement, together with Lessor and Lessee agree that each has had an opportunity to determine to its satisfaction the other Transaction Documents, constitutes the entire agreement and understanding actual area of the Partners with respect Building. All measurements of area contained in this Lease are conclusively agreed to be correct and binding on the parties, even if a subsequent measurement of one of these areas determines that it is more or less than the area reflected in this Lease. Any such subsequent determination that the area is more or less than the area shown in this Lease shall not result in a change in any of the computations of rent or any other matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersdescribed in this Lease where area is a factor.
(c) This Agreement Each and all of the provisions of this Lease shall be binding upon, upon and inure to the benefit of, of the parties to hereto, and except as otherwise specifically provided elsewhere in this Agreement and Lease, their respective permitted successors heirs, executors, administrators, successors, and assigns, subject at all times, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with respect to the assignment, transfer, encumbering of all or any part of Lessee’s interest in this Lease or the subletting of all or any part of the Property.
(d) The validity, interpretation and enforcement captions of the paragraphs of this Agreement Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
(e) This Lease is and shall be governed by considered to be the only agreement between the parties hereto and their representatives and agents. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this instrument.
(f) The laws of the State of Delaware California shall govern the validity, performance, and enforcement of this Lease, without regard to its principles of conflicts of law.
(e) Each Partner hereby submits laws provisions. Notwithstanding which of the parties may be deemed to have prepared this Lease, this Lease shall not be interpreted either for or against Lessor or Lessee, but this Lease shall be interpreted in accordance with the exclusive jurisdiction general tenor of any United States Federal court sitting the language in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating an effort to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARYreach an equitable result.
(g) Subject Time is of the essence with respect to Section 23(e), if any provision the performance of each of the covenants and agreements contained in this Agreement Lease.
(h) Recourse by Lessee for breach of this Lease by Lessor shall be determined expressly limited to Lessor’s interest in the Property and the rents, issues and profits (herefrom, and no other assets of Lessor or any manager, member, property manager, employee, or agent thereof. In the event of any such breach or default by either party hereunder, the non-breaching party hereby waives the right to proceed against any assets of any manager, member, property manager, employee, or agent of the party in breach,
(i) Any provision or provisions of this Lease which shall be found to be invalid, void or illegal by a court of competent jurisdiction to be invalid jurisdiction, shall in no way affect, impair, or unenforceableinvalidate any other provisions hereof, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which hereof shall nevertheless remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement Lease may be modified in writing only, signed by the parties in interest at the time of such modification. This Lease and all subsequent modifications thereto maybe executed in one or more counterparts, each of which shall be deemed constitute an original against any party who signed such counterpart, but all original. Facsimile or “.pdf’ copies of which together signatures shall constitute one proper and binding execution of all writings and may be relied on by the same instrumentother party as if original.
(k) Each party represents to the other that the persons signing this Lease on its behalf are properly authorized to do so. A facsimile Upon the request of either party, evidence of the written authority of such persons to sign on behalf of the other party shall be provided to the requesting party hereto either prior to or electronic PDF simultaneously with the return to the requesting party of a fully executed copy of this Lease.
(l) No binding agreement between the parties with respect to the Property shall arise or become effective until this Lease has been duly executed by both Lessee and Lessor and a signature hereto shall be fully effective as if an originalexecuted copy of this Lease has been delivered to both Lessee and Lessor.
(m) The Schedules Lessor and Exhibits annexed hereto or otherwise set forth in Lessee acknowledge that the Supplemental Letter are an integral part terms and conditions of this Agreement Lease constitute confidential information of Lessor and all references Lessee. Neither party shall disseminate orally or in written form a copy of this Lease, lease proposals, lease drafts, or other documentation containing the terms, details or conditions contained herein to this Agreement shall encompass such Schedules and Exhibitsany third party without obtaining the prior written consent of the other party, except to the attorneys, accountants, or other authorized business representatives or agents of the parties, or to the extent required to comply with applicable Laws (including applicable securities laws).
(n) Unless Except as otherwise indicatedprovided in Paragraph 19, all section references are Lessor and Lessee waive any claim for consequential damages which one may have against the other for breach of or failure to perform or observe the requirements and obligations created by this AgreementLease.
(o) Each Partner hereby agrees This Lease shall not be recorded.
(p) Lessee and acknowledges that: Lessor (each, a “Representing Party”) each represents and warrants to the other (i) that neither the General Partner Representing Party nor any person or entity that directly owns a ten percent (10%) or greater equity interest in it nor any of its officers, directors or managing members is a person or entity (each, a “Prohibited Person”) with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Roseland Residential HoldingBlocked Persons List) or under any statute, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP executive order (including Executive Order 13224 (the “GP Law FirmExecutive Order”) signed on September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, (ii) that the Representing Party’s activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the “Money Laundering Act”), and (iii) that throughout the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (term of this Lease the “RP Law Firm”), in each case, in connection Representing Party shall comply with the drafting of this Agreement, Executive Order and (ii) each of with the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselMoney Laundering Act.
Appears in 2 contracts
Sources: Lease (SITIME Corp), Lease (SITIME Corp)
General Provisions. 8.1 The Agreement will take effect when signed by the Parties and be irrevocable when it comes into effect.
8.2 The Parties shall go through the approval and registration formalities as required for the extension of operation period 3 months before the expiration of the operation period, so as to prolong the term of the Agreement.
8.3 During the term of the Agreement, without the prior written consent of other parties, no party may transfer any or all its rights or obligations hereunder to any third party; however, Baina Zhiyuan (aBeijing) To has the fullest extent permitted by lawright to transfer any or all its rights or obligations hereunder.
8.4 In the event that any stipulations in the Agreement are held invalid, ineffective or unenforceable according to the laws of China, the rights effectiveness of other stipulations of the Agreement shall not be affected. When any terms are determined to be invalid, ineffective or unenforceable, the parties hereto shall conduct a friendly negotiation to alter the Agreement in a manner that may realize the original intentions of the Parties as far as possible.
8.5 In the event that Hong Kong Exchanges and restrictions Clearing Limited (HKEx) or other regulatory authority makes any suggestions on the Partnership and alteration to the Partners hereunder Agreement, or in case of the changes of listing rules or relevant requirements of HKEx concerning the Agreement, the Parties shall be binding onalter the Agreement accordingly.
8.6 The Agreement supersedes all prior consultations, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents negotiations and agreements required made by and among the Parties with respect to give effect to the foregoing, as may be required or requested by the General Partnerthat subject matter.
(b) This Agreement, together with 8.7 No failure or any delay by any party in exercising any right under the other Transaction Documents, constitutes Agreement shall constitute a waiver of that right; the entire exercise or partial exercise of any right under the Agreement by one party will not preclude the further exercise of that right by such party in the future.
8.8 The Agreement is binding on all the Parties hereto and their legal successors and assignees.
8.9 The Parties may reach a supplemental agreement and understanding of the Partners with respect to the matters covered hereby Agreement and shall supersede all previous written, oral its related matters. The supplemental agreement has the same legal effect as the Agreement. Any alteration or implied agreements, representations, statements, promises and understandings between them with respect supplements to such matters.
(c) This the Agreement shall be binding uponmade in writing, except the rights under the Agreement transferred by Baina Zhiyuan (Beijing) in accordance with the provisions in Article 8.3. The alterations and inure supplements to the benefit ofAgreement can come into effect only after being duly signed by the Parties hereto. If it is required by relevant laws to obtain the permit from any government authority and /or go through registration or filing formalities with any government authority for any alternation or supplements to the Agreement, the parties to this Agreement Parties shall obtain such permit and their respective permitted successors and assigns/or go through these registration or filing formalities in accordance with the law.
(d) 8.10 The validity, interpretation and enforcement of this Agreement shall be governed by made in Chinese in four (4) originals, with each Party holding one. All copies have the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and same legal effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form Parties may sign the counterparts of nounsthe Agreement separately. Baina Zhiyuan (Beijing) Technology Co., pronouns and verbs shall include the plural, and vice versa.
Ltd. (lcommon seal) This Agreement may be executed in one Legal Representative (or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇Authorized Representative): ▇▇▇▇▇▇▇ LLP ▇▇▇▇ Signed by: Beijing Gamease Age Internet Technology Co., Ltd. (the “RP Law Firm”)common seal) Legal Representative (or Authorized Representative): Baina (Wuhan) Information Technology Co., in each case, in connection with the drafting of this Agreement, and Ltd. (iicommon seal) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present Legal Representative (or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Authorized Representative):
Appears in 2 contracts
Sources: Assignment Agreement (Changyou.com LTD), Assignment Agreement (Sohu Com Inc)
General Provisions. (a) To This Agreement shall be governed by and construed in accordance with the fullest extent permitted by law, laws of the rights State of and restrictions on the Partnership Tennessee. The Adviser and the Partners hereunder Client agree that any appropriate state or any Federal Court located in Washington County, Tennessee shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be binding on, apply a proper forum in which to and govern the operations and acts of all Subsidiariesadjudicate such case or controversy. The Partners agree to execute and deliver such documents and agreements required to give effect parties hereto consent to the foregoing, as may be required or requested by the General Partnerjurisdiction of such courts.
(b) This Each section of this Agreement and any and every provision therein shall be severable from every other section of this Agreement, together with and any and every provision thereof, and the invalidity or unenforceability of any section or provision shall not affect the validity of any other Transaction Documents, constitutes the entire agreement and understanding section or provision of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersthis Agreement.
(c) This Agreement shall be binding uponembodies the entire Agreement of the parties hereto with respect to the subject matter hereof, and inure to the benefit ofall prior agreements, the parties to this Agreement understandings, and their respective permitted successors negotiations are merged herein and assignssuperseded hereby.
(d) The validity, interpretation and enforcement of Exhibit A to this Agreement shall may be governed by amended from time to time with the laws consent of both the State of Delaware without regard to its principles of conflicts of lawAdviser and the Client.
(e) Each Partner hereby submits to Except for the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating Fee Schedules set forth on Exhibit B to this Agreement, which may be amended by the Adviser on 30 days’ prior notice to the Client, and changes to the identity of Sub- Advisers listed in Schedule B of Exhibit B, which may be amended at any time in the sole discretion of the Adviser, and without notice to the Client, this Agreement may not be amended unless the amendment is in writing and signed by the parties sought to be bound.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute be deemed to be one and the same instrumentagreement. A facsimile or electronic PDF signed copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein delivered by facsimile, email or other means of electronic transmission shall be deemed to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to have the same legal effect as delivery of an original signed copy of this Agreement.
(og) Each Partner hereby agrees The Client represents and acknowledges that: (i) warrants that the General Partner Client is authorized and Roseland Residential Holdingempowered to enter into this Agreement. If this Agreement is being signed on behalf of a corporation, LLCpartnership, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”)trust or other business or legal entity, the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (Client further represents and warrants that applicable law and the “RP Law Firm”), in each case, in connection with the drafting of Client’s governing documents authorize and permit this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 2 contracts
Sources: Discretionary Advisory Agreement, Discretionary Advisory Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
in full force and effect, regardless of (ni) Unless otherwise indicatedany investigation, all section references are or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement.
(o) Each Partner . [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇ ▇▇▇ Title: Chief Executive Officer and Chairman The foregoing Underwriting Agreement is hereby agrees confirmed and acknowledges thataccepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: [●] Title: [●] The Benchmark Company LLC [●] Number of Firm Shares: 3,000,000 Public Offering Price per one Share: $[●] Underwriting Discount per one Share: (i) the General Partner and Roseland Residential Holding7.5% per share (or $[●] per share) Proceeds to Company per one Share (before expenses): $[●] ICZOOM Electronics Limited Hong Kong Ehub Electronics Limited Hong Kong Hjet Industrial Corporation Limited Hong Kong Components Zone International Limited Hong Kong Components Zone (Shenzhen) Development Limited PRC Hjet Shuntong (Shenzhen) Co., LLCLtd. PRC Shenzhen Hjet Supply Chain Co., as a Limited PartnerLtd. PRC Shenzhen Iczoom Electronics Co., has retained Seyfarth Ltd. PRC Shenzhen Hjet ▇▇▇ ▇▇▇▇ LLP (the “GP Law Firm”)Logistics Co., the Rockpoint Preferred HoldersLtd. PRC As attached. [●], as a Limited Partner, has retained 2022 ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that The Benchmark Company LLC, the representative of the underwriters (the “RP Law FirmUnderwriter”), in each casepropose to enter into an underwriting agreement (the “Underwriting Agreement”) with ICZOOM GROUP INC., in connection with a Cayman Islands company (the drafting of this Agreement“Company”), and providing for the offering (iithe “Offering”) each by the Company of the General Partner and Roseland Residential HoldingCompany’s Class A ordinary shares, LLC, on par value $0.16 per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 2 contracts
Sources: Underwriting Agreement (ICZOOM Group Inc.), Underwriting Agreement (ICZOOM Group Inc.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇ ▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each MO Title: Chairman of the General Partner Board and Roseland Residential Holding, LLC, on Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each Representative as of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counseldate first above written.
Appears in 2 contracts
Sources: Underwriting Agreement (ANEW HEALTH LTD), Underwriting Agreement (ANEW HEALTH LTD)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Michigan, without regard reference to its principles or conflict of conflicts laws. All litigation related to this Agreement shall be brought in a court located in the State of law.
(e) Each Partner Michigan, and each party, for the purposes of such litigation, hereby submits to the exclusive jurisdiction and venue of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out that court. The captions of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement are not part of the provisions hereof and shall be determined by a court of competent jurisdiction to be invalid have no force or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(hb) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any All notices and other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement communications hereunder shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights writing and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled given by hand delivery to all rights and remedies available the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatExecutive: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇▇ LLP (▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to the “GP Law Firm”)most current address of record designated in the Executive’s personnel file. If to the Company: Chief Executive Officer TechTeam Global, the Rockpoint Preferred Holders, as a Limited Partner, has retained Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇-▇▇▇▇ LLP or to such other address as either party shall have furnished to the other in writing under this Agreement. Notice and communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the “RP Law Firm”), in each case, in connection with the drafting validity or enforceability of any other provision of this Agreement.
(d) The Acquired Company may withhold from any amounts payable under this Agreement such federal, and state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(iie) each The Executive’s or the Acquired Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Acquired Company may have hereunder, including, without limitation, the right of the General Partner and Roseland Residential HoldingExecutive to terminate employment for Good Reason, LLC, on the one hand, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f) The Executive and the Rockpoint Preferred HoldersCompany acknowledge that, on except as may otherwise be provided under any other written agreement between the other hand, expects to continue to retain the GP Law Firm Executive and the RP Law FirmCompany, respectivelythe employment of the Executive by the Company is “at will” and, in connection prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive’s employment with matters involving the PartnershipCompany terminates, then the Executive shall have no further rights under this Agreement. The other Partners Executive further acknowledges that this Agreement does not give the Executive any additional right to participate in any plan, program, etc. The Executive and the Company agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each this Agreement supercedes any separation policy of the Partners agrees Company.
(g) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Any prior understandings, representations, promises, undertakings, agreements or inducements, whether written or oral, concerning the subject matter hereof not contained herein shall have no force and waives any present effect.
(h) This Agreement may not be amended or future conflict for such representation. The RP Law Firm shall be free to represent modified otherwise than by a written agreement executed by the Rockpoint Preferred Holders and parties hereto or their respective Affiliates in the enforcement successors and legal representatives. An agreement to amend this Agreement can be entered into on behalf of the Transaction Documents. Each Company only by the President of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any Company after approval of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselCompany Board.
Appears in 2 contracts
Sources: Change of Control Agreement (Techteam Global Inc), Change of Control Agreement (Techteam Global Inc)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇By: /s/ ▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director and (ii) each chairman of the General Partner board of Directors The foregoing Underwriting Agreement is hereby confirmed and Roseland Residential Holding, LLC, accepted by the Representative on the one hand, behalf of itself and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each as Representative of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement several Underwriters named on Schedule A hereto as of the Transaction Documentsdate first above written. Each By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President, Global Head of the Rockpoint Preferred Holders agrees and acknowledges that in the event Investment Banking Dominari Securities LLC 1,000,000 Revere Securities LLC 1,000,000 Free Writing Prospectus Filed February 20, 2025, Film No. 25643821. Number of a default on the part Firm Shares: 2,000,000 Class A Ordinary Shares Number of any of the Rockpoint Preferred Holders, the GP Law Additional Shares: 300,000 Class A Ordinary Shares Public Offering Price per Firm shall be free Share: $4.00 Public Offering Price per Additional Share: $4.00 Underwriting Discount per one Share: 7.0% per Firm Share (or $0.28 per share) Underwriting Discount per one Share: 7.0% per Additional Share (or $0.28 per share) Proceeds to represent each of the Partners Company per one Firm Share (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity before expenses): $3.72 Proceeds to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Company per one Additional Share (before expenses): $3.72
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
November 9, 2021, as amended (ethe “Engagement Letter”) Each Partner hereby submits that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Yihong Pan Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: E▇▇▇▇ LLP ▇▇▇ Title: CEO Univest Securities, LLC [ ] [ ] [ ] Number of Offered Securities: 4,600,000 Ordinary Shares Public Offering Price per one Share: $[ ] Underwriting Discount per one Share: $[ ] Proceeds to Company per one Share (the “GP Law Firm”)before expenses): $[ ] Yihong Pan Jianmin He Chengxiang Yao D▇▇▇▇▇ ▇▇ M▇▇▇▇▇▇ ▇▇▇▇▇ Kin Lung Holdings Limited Light Rain Investment Limited Fu Ching Holdings Limited Hei Yun Holding Limited Yiming Pan W▇▇▇▇▇ ▇▇▇▇ Binbin Yang Name of Subsidiary Jurisdiction of Incorporation or Organization Cine Top Culture Investment Limited British Virgin Islands Hong Kong Cine Top Holdings Limited Hong Kong Guangzhou Chunghei Culture Co., the Rockpoint Preferred HoldersLtd. PRC Guangzhou Star Dream Cinema City Co. Ltd. PRC Univest Securities, as a Limited Partner, has retained LLC 7▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇ ▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ LLP Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Univest Securities, LLC (the “RP Law FirmRepresentative”), in each case, ) in connection with the drafting proposed Underwriting Agreement (the “Underwriting Agreement”) between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is six (6) months from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; 2 Pricing date
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;
(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement;
(7) the Offering;
(8) transfers consented to, in writing by the Representative;
(9) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transactions; provided however, that in the case of any transfer described in clauses (1), (2) or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to the Representative, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representative. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Representative promptly upon entering into the same and (ii) each no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the General Partner undersigned; and Roseland Residential Holding“affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.
(i) during the last 17 days of the Lock-Up Period, LLCthe Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the one handlast day of the Lock-Up Period, and the Rockpoint Preferred Holders, restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the other handissuance of the earnings release or the occurrence of such material news or material event, expects to continue to retain as applicable, unless the GP Law Firm and the RP Law Firm, respectivelyRepresentative waives, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRCwriting, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselextension.
Appears in 1 contract
Sources: Underwriting Agreement (Cine Top Culture Holdings Ltd.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by and under the laws of the State of Delaware Nevada, USA without regard giving effect to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if law principles. If any provision in this Agreement shall be determined by a court of competent jurisdiction to be hereof is found invalid or unenforceable, such provision that part shall be enforced amended to achieve as nearly as possible the. same effect as the extent it can be so enforced original provision and such determination shall not affect the remaining provisions remainder of this Agreement, all of which agreement shall remain in full force and effect.
(hb) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision Any dispute arising under or of any other provision, nor in any way affect related to this agreement shall be submitted to binding arbitration by the validity of this Agreement or American Arbitration Association in accordance with the right of any Partner to enforce each and every such provision Association's commercial rules then in effect. The arbitration shall be conducted in the futurestate of Nevada. No waiver of any breach of this Agreement The arbitration shall be held to binding on the parties and the arbitration award may be a waiver confirmed by any court of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writingcompetent jurisdiction.
(ic) The rights In any adverse action, the parties shall restrict themselves to claims for compensatory damages and/or securities issued or to be issued and remedies of the Partners set forth in this Agreement are not exclusive and each Partner no claims shall be entitled made by any party or affiliate for lost profits, punitive or multiple damages
(d) This agreement constitutes the entire agreement and final understanding of the: parties with respect to the subject matter hereof and supersedes and terminates all rights and remedies available prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to such party under applicable legal the subject matter hereof. This agreement may not be altered, amended, modified or equitable principlesotherwise changed in any way except by a written agreement, signed by both parties.
(je) The headings of the Sections All notices, requests, demands and other communications required or permitted to be given hereunder shall be in this Agreement are for reference purposes only writing and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpartto be duly given when received by hand delivery, but all of which together shall constitute one and by facsimile (when confirmed by return facsimile) followed by first-class mail, by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested to the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise addresses set forth in below: If to the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicatedCompany: WorldStar Energy, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Corp. ▇▇ - ▇▇▇ ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ If to the Finder: Electro Motors (the “GP Law Firm”)BVI) Limited ▇▇, the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Shing, Hong Kong
(f) This agreement may be executed in counterparts, each one of which shall constitute an original and all of which taken together shall constitute one document.
(g) In the “RP Law Firm”)event any Party hereto shall commence legal proceedings against the other to enforce the terms hereof, in each caseor to declare rights hereunder, in connection with as the drafting result of a breach of any covenant or condition of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, prevailing party in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm siich proceeding shall be free entitled to represent recover from the Rockpoint Preferred Holders and their respective Affiliates in losing party its costs of suit, including reasonable attorneys' fees, as may be fixed by the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselcourt.
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of This Assignment and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement Assumption shall be binding upon, and inure to the benefit of, the parties to this Agreement hereto and their respective permitted successors and assigns.
(d) The validity. This Assignment and Assumption may be executed in any number of counterparts, interpretation and enforcement which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits New York. To: The Lenders parties to the exclusive jurisdiction Credit Agreement described below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of any United States Federal court sitting in New York County February 14, 2011 (as amended, supplemented or New York State Court located in New York County in any action or proceeding arising out of or relating otherwise modified from time to this time, the “Credit Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e”), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceableamong TransDigm Inc. (the “Borrower”), such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this AgreementTransDigm Group Incorporated, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any each subsidiary of the provisions of this Agreement shall not be construed Borrower from time to be a waiver of any time party thereto, the Lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent for the Lenders (in such provision or of any other provisioncapacities, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future“Agent”). No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner mayUnless otherwise defined herein, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun capitalized terms used in this Agreement shall include Compliance Certificate have the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth meanings ascribed thereto in the Supplemental Letter are an integral part Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected of this the Borrower and a Financial Officer of the Borrower;
2. I have reviewed the terms of the Credit Agreement and all references herein I have made, or have caused to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicatedbe made under my supervision, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each detailed review of the General Partner transactions and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each conditions of the Partners agrees Borrower and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent its Subsidiaries during the Rockpoint Preferred Holders and their respective Affiliates in accounting period covered by the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.attached financial statements;
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
February 16, 2024 (ethe “Engagement Letter”) Each Partner hereby submits that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: B▇▇ ▇▇▇▇ LLP Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: B▇▇▇ ▇▇▇▇▇▇ Title: Chairman & CEO Number of Offered Securities: [*] Ordinary Shares Number of Option Shares: [*] Public Offering Price per one Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per one Share: $[*] Underwriting Discount per Option Share: $[*] Proceeds to Company per one Share (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained before expenses): $[*]
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7. Y▇▇ ▇▇▇ (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (iiI▇▇▇▇▇) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the PartnershipC▇▇▇▇▇
8. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and SubsidiariesFortune Wings Ventures Limited
9. Each of the Partners agrees and waives any present or future conflict for such representationLasting Success Holdings Limited
10. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction DocumentsMSB Global Capital Corp
11. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction DocumentsK▇▇▇ ▇▇▇▇ C▇▇▇▇ ▇▇▇
12. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Grade A Global Limited 13. Witty Time Holdings Limited
14. ManyMany Creations Limited
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇▇ LLP (▇▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the “GP Law Firm”), Underwriters as of the Rockpoint Preferred Holders, as a Limited Partner, has retained date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Title: Chairman Prime Number Capital LLC ▇.▇. ▇▇▇▇▇▇▇▇ LLP & Co., Inc. Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] ▇▇▇▇ ▇▇▇▇ Zhiliang (▇▇▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Logistic Inc. Logistic services 100 % April 16, 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. [●], 2023 Prime Number Capital LLC, As the Representative of the Underwriters of the Company ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Great Neck, NY 11021 Ladies and Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative of the underwriters (the “RP Law FirmUnderwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Armlogi Holding Corp., a Nevada corporation (the “Company”), in each case, in connection with to the drafting of this Agreement, and initial public offering (iithe “Offering”) each of the General Partner and Roseland Residential HoldingCompany’s shares of Common Stock, LLC, on par value $0.00001 per share per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits relating to the exclusive jurisdiction of any United States Federal court sitting in New York County subject matter hereof and supersedes all prior written or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESoral and all contemporaneous oral agreements, TO THE FULLEST EXTENT PERMITTED BY LAWunderstandings, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced and negotiations with respect to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties, and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding, has retained please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, By: Name: ▇▇▇▇▇▇, ▇ ▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Title: Chief Operating Officer Craft Capital Management LLC ▇.▇. ▇▇▇▇▇▇▇▇ LLP & Co. Inc. Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to Company per Ordinary Share (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.before expenses): $[●]
Appears in 1 contract
Sources: Underwriting Agreement (Mingteng International Corp Inc.)
General Provisions. (a) To the fullest extent permitted by lawBorrower waives presentment, the rights demand, notice, protest and all other demands and notices in connection with delivery, acceptance, performance or enforcement of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partnerthis Note.
(b) This AgreementNote, together with the other Transaction Documentsany related loan and security agreements, constitutes guaranties, and documents ancillary thereto contains the entire agreement between Lender and understanding of the Partners Borrower with respect to the matters covered hereby subject matter hereof, and shall supersede all previous writtensupersedes every course of dealing, other conduct, oral agreement, commitment letter or implied agreements, representations, statements, promises other correspondence related thereto and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed representation previously made by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & .
(c) ▇▇▇▇▇▇▇▇ LLP agrees that in any legal proceeding, a copy of this Note kept in ▇▇▇▇▇▇’s course of business may be admitted into evidence as an original.
(d) This Note is a binding obligation enforceable against Borrower and its permitted successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower may not assign any of its rights or obligations hereunder without the prior written consent of ▇▇▇▇▇▇. If a court deems any provision of this Note invalid, the remainder of this Note shall remain in effect.
(e) If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term “Borrower” shall include each as well as all of them. Notwithstanding the foregoing or any other provision of this Note or other Loan Documents to the contrary, the execution of this Note shall impose no personal liability on the Borrower or any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of Borrower or any person owning, directly or indirectly, any legal or beneficial interest in Borrower, or any successors or assigns of any of the foregoing (the “RP Law FirmExculpated Parties”)) for payment of the indebtedness evidenced hereby or secured by the Mortgage. Bank shall look only to the Property and to the rents, issues and profits thereof, and other collateral identified in the Mortgage and the other Loan Documents, and upon an Event of a Default will not seek any deficiency or personal judgment against Borrower or any of the Exculpated Parties, except such judgment or decree as may be necessary to foreclose and bar Borrower’s interests in the Property. Notwithstanding the foregoing, Borrower shall remain personally liable for all expenses, damages, losses and costs (including, without limitation, reasonable attorney’s fees) incurred by ▇▇▇▇▇▇ in connection with:
(i) fraud or gross negligence on behalf of or by Borrower in connection with ▇▇▇▇▇▇▇▇’s application for or obtaining the Loan or in the performance of Borrower’s obligations thereunder;
(ii) obtaining and using insurance loss or condemnation proceeds other than as provided for in the Mortgage;
(iii) misappropriation of rents or security deposits from the Property while an Event of Default is continuing;
(iv) intentional physical waste of the Property on behalf of or by ▇▇▇▇▇▇▇▇;
(v) ▇▇▇▇▇▇▇▇’s breach of the warranties, covenants and representations made under the Environmental Compliance And Indemnity Agreement between Borrower and ▇▇▇▇▇▇ dated January 27, 2010; and
(vi) failure to pay any taxes, assessments or other charges with respect to the Property.
(f) Borrower shall furnish to Bank the following financial information, in each caseinstance prepared in accordance with generally accepted accounting principles consistently applied: (i) not later than one hundred twenty (120) days after the end of each fiscal year, financial information of Borrower including, without limitation, an operating statement, a cash flow statement and a balance sheet and any other information reasonably requested by ▇▇▇▇▇▇, prepared by ▇▇▇▇▇▇▇▇’s chief financial officer or if Borrower has no such officer, the chief financial officer of ▇▇▇▇▇▇▇▇’s manager; and (ii) such other information respecting the operations of Borrower and/or the Property as Lender may from time to time reasonably request. Borrower shall furnish to Lender, with the financial information described herein, a compliance certificate signed by Borrower’s manager certifying that: (i) all representations and warranties of Borrower set forth in this Note or any other Loan Document remain true and correct as of the date of such compliance certificate; (ii) none of the covenants of Borrower contained in this Note or any other Loan Document has been breached; and (iii) to its knowledge, no event has occurred which constitutes an Event of Default (or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default) under this Note or any other Loan Document. In addition, Borrower shall promptly notify Lender of the occurrence of any default, Event of Default, adverse litigation or material adverse change in its financial condition.
(g) If payment of this Note is secured by collateral, the collateral is specified in the collateral records of Lender.
(h) No failure by the holder hereof to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such holder may otherwise have.
(i) All notices, demands, or other communications hereunder must be in writing and will be effective when delivered or mailed to the address set forth herein or such other address as provided by such party via overnight delivery service or personal service or, if mailed, three (3) days after deposit, postage prepaid, in an official depository maintained by the United States Post Office.
(j) Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, “Indemnitees”) and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than ▇▇▇▇▇▇’s own negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this Note and the related Loan Documents. This indemnity shall survive the termination of this Note.
(k) To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives any claim against ▇▇▇▇▇▇, on any theory of liability, for special, indirect, consequential or punitive damages (but excluding direct or actual damages) arising out of, in connection with or as a result of, this Note, any related loan documents, the drafting of this Agreement, and (ii) each transactions contemplated hereby or thereby or any loan or the use of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselproceeds.
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇▇▇ LLP ▇▇▇ Title: Chairman of the Board and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇ ▇▇▇ Title: President Underwriter Number of Firm Shares AC Sunshine Securities LLC [● ] [__] [● ] Total [● ] Number of Firm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to Company per one Share (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained before expenses): $ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇ Dr. ▇▇ ▇▇▇▇ & ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ LLP (▇▇▇▇) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, PE Zfounder Organization Inc. ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ Donedeal LLC Advanta IRA Administration, LLC FBO ▇▇▇▇▇▇▇ ▇▇ IRA #1524624 Haiyan Ma Monsk LLC ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Entrepreneur Academy Foundation Inc. Liwen Que Name of Subsidiary Jurisdiction of Incorporation or Organization Castor Building Tech LLC California Inno Metal Studs Corp. Texas Inno Research Institute LLC Texas THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN AC SUNSHINE SECURITIES LLC, OR BONA FIDE OFFICERS OR PARTNERS OF AC SUNSHINE SECURITIES LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20285.
1. Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Inno Holdings Inc., a Texas corporation (the “RP Law FirmCompany”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and AC Sunshine Securities LLC (the Rockpoint Preferred Holders“Holder”), on the other hand, expects dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to continue time from the date that is six months from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to retain the GP Law Firm subscribe for, purchase and the RP Law Firm, respectivelyreceive, in connection whole or in part, up to such number of shares of common stock of the Company, of no par value (“Common Stock”) as equates to seven percent (7.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with matters involving the Partnershipterms herein. The other Partners agree that During the GP Law Firm may continue to represent MCRC, MCRLP, MCPTperiod ending on the Expiration Date, the General Partner, the Partnership Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and related Affiliates and Subsidiaries. Each twenty percent (120%) of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent price of the Rockpoint Preferred Holders and their respective Affiliates shares of Common Stock sold in the enforcement of Offering); provided, however, that upon the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part occurrence of any of the Rockpoint Preferred Holdersevents specified in Section 6 hereof, the GP Law Firm rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be free to represent each adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the Partners (other than events set forth in Section 6 below, depending on the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries context. Capitalized terms not defined herein shall have the meaning ascribed to them in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselUnderwriting Agreement.
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement between the parties concerning its subject matter and understanding of the Partners supersedes all prior agreements and understandings, both written and oral, with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions subject matter of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be amended or waived only in writing executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained by ▇▇▇▇▇▇, ▇▇▇▇ & . This Agreement is binding on and ensures to the benefit of the parties and their respective successors and assigns. Licensee may not assign any of its rights or obligations under this Agreement without the prior written consent of NaviSavi. Any breach of this Agreement will cause irreparable harm to NaviSavi for which damages would not be an adequate remedy, and ▇▇▇▇▇▇▇▇ LLP is entitled to injunctive relief with respect to any violation in addition to any other remedies. If any provision of this Agreement is declared void or unenforceable, then the provision is automatically amended to the minimum extent required to make it valid, legal, enforceable and nearest to the original intent, and the other provisions remain in full force and effect. The waiver of a breach does not operate as a waiver of any subsequent breach. All notices under this Agreement must be in writing and deemed to have been duly given (a) when delivered by hand; (b) one (1) day after delivery by receipted overnight delivery; or (c) three (3) days after being mailed by certified or registered mail, return receipt NAVISAVI CONFIDENTIAL 4864-0938-2832.6 requested, with postage prepaid to the “RP Law Firm”)party to the address of the party to be noticed as set forth on page one of this Agreement or other address as last provided to the other party by written notice. Licensee must not use the name, logo, trademarks or trade names of NaviSavi in publicity releases, promotional material, customer lists, advertising, marketing or business generating efforts, whether written or oral, without obtaining ▇▇▇▇▇▇▇▇’s prior written consent, which consent may be withheld at NaviSavi’s sole discretion. This Agreement is governed in all respects by the laws of Nebraska without giving effect to any conflicts of laws principles that require the application of the law of a different state and without regard to any presumption or rule of law requiring its construction against the party drafting any part of this Agreement. The parties consent to the venue and personal jurisdiction of the federal or state courts in Douglas County, Nebraska as the exclusive forums for resolution of any dispute under this Agreement, and will not raise, and each casewaives, any defenses based on venue, inconvenience of forum, or lack of personal jurisdiction in connection these counties. During the Term and for a period of two (2) years thereafter, ▇▇▇▇▇▇▇▇ may retain, upon prior written notice to Licensee, a nationally recognized independent auditor to review and audit Licensee’s relevant records and processes, to confirm the performance of obligations under this Agreement including use and security of NaviSavi’s ▇▇▇▇▇▇▇.▇▇ performing this Agreement, the parties shall comply with all applicable laws and regulations. Nothing in this Agreement shall be construed so as to require the drafting violation of any law, and wherever there is any conflict between any provision of this Agreement and any law, the law shall prevail, but in such event the affected provision of this Agreement shall be affected only to the extent necessary to comply with applicable ▇▇▇.▇▇ party to this Agreement shall be liable for delay or failure in the performance of any of its obligations hereunder if such delay or failure is due to causes beyond its reasonable control, including, without limitation, acts of God, fires, earthquakes, strikes and labor disputes, acts of war, civil unrest, or statements or actions of any governmental authority, but any such delay or failure shall be remedied by such party as soon as is reasonably possible. Each party agrees that it shall, from and after the date of this Agreement, execute and deliver such other documents and take such other actions as may reasonably be requested to effect the transactions contemplated hereunder. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ are acting hereunder as independent contractors. Licensee shall not be considered or deemed to be an agent, employee, joint venture or partner of NaviSavi. Licensee’s personnel shall not be considered employees of NaviSavi, shall not be entitled to any benefits that NaviSavi grants its employees and shall have no authority to act or purport to act on NaviSavi’s behalf. If any federal, state or local government agency, any court or any other applicable entity determines that any such personnel of Licensee is an employee of NaviSavi for any purpose, Licensee shall indemnify, defend and hold harmless NaviSavi, its officers and directors from all liabilities, costs and expenses (iiincluding, but not limited to, reasonable attorneys’ fees) each associated with such determination. Licensee shall be responsible for the conduct of its personnel. Neither NaviSavi nor Licensee has the General Partner and Roseland Residential Holding, LLC, on the one handright, and the Rockpoint Preferred Holdersshall not seek, on to exercise any control over the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiariesparty. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm party shall be free solely responsible for hiring, firing, promoting, demoting, rates of pay, taxes, benefits and other terms and conditions in regard to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect ▇▇▇▇▇▇▇▇▇.▇▇ party to this Agreement and as to shall use the name or credit of any other matters related hereto party for any purpose whatsoever, nor shall it incur any obligation in the name of any other party.This Agreement may be executed in counterparts or duplicate originals, all of which shall be regarded as one and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.the same instrument. NAVISAVI CONFIDENTIAL 4864-0938-2832.6
Appears in 1 contract
Sources: Video Content License Agreement
General Provisions. (a) To 8.1 In the fullest extent permitted by lawevent of any inconsistency or conflict between Schedule A and the rest of this Agreement, including the body of this Agreement, Schedule B and Schedule C, the rights rest of and restrictions on the Partnership and the Partners hereunder this Agreement shall govern.
8.2 The parties may, by mutual agreement in writing, add to, delete or amend any term or condition of this Agreement.
8.3 This Agreement shall not be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested assigned by the General PartnerRecipient without the prior written consent of the Minister.
(b) 8.4 This Agreement, together with Agreement is binding upon the other Transaction Documents, constitutes parties’ successors and assignees.
8.5 This Agreement is the entire agreement between the Minister and understanding of the Partners Recipient with respect to the matters covered hereby Project and shall supersede the Grant and supersedes all previous writtenagreements, oral or implied negotiations and understandings. There are no agreements, representations, statementswarranties, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding uponterms, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting conditions or commitments except as expressed in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. 8.6 No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided is effective unless made in writing, and any such waiver has effect only in respect of the particular provision or circumstance stated in the waiver. No representation by either of the parties with respect to the performance of any obligation under this Agreement is capable of giving rise to an estoppel unless the representation is made in writingwriting.
8.7 The Minister’s responsibility pursuant to this Agreement is limited solely to the provision of financial assistance in accordance with the terms and conditions set out herein.
(i) The rights and remedies of the Partners set forth 8.8 Nothing in this Agreement are not exclusive and each Partner makes, or shall be entitled construed to all rights and remedies available to such party under applicable legal make the Recipient or equitable principles.
(j) The headings any of its employees, directors, officers, contractors or agents an agent of the Sections Minister. Nothing in this Agreement are for reference purposes only creates, or shall be construed to create an agency, partnership, joint venture or employment relationship between the Minister and the Recipient or any of employees, directors, officers, contractors or agents .
8.9 The Recipient shall not affect incur any expenses or debts on behalf of, nor make any commitments for the Minister.
8.10 The Minister may, in the Minister’s sole and absolute discretion, delegate any way duties, powers or functions relating to the meaning or interpretation provisions of this Agreement.
(k) Whenever the context may require8.11 All notices, any pronoun used in approvals, consents and other communication under this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, writing and will havebe effective when delivered in person, by mail, e-mail, couriered or faxed to the opportunity following respective addresses: Name: Position: Branch: Division: Alberta Labour and Immigration Address: Telephone Number: Email Address: and Name: Click here to retain its own independent counsel with respect enter name. Position: Click here to this Agreement and as enter position. Address: Click here to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselenter address.
Appears in 1 contract
Sources: Grant Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇▇ LLP (▇▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the “GP Law Firm”), Underwriters as of the Rockpoint Preferred Holders, as a Limited Partner, has retained date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Title: Chairman Prime Number Capital LLC 2,000,000 Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Zhiliang (▇▇▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ▇▇ ▇▇▇▇▇▇▇▇▇ Logistic Inc. Logistic services 100 % April 16, 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. [●], 2023 Prime Number Capital LLC, As the Representative of the Underwriters of the Company ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Great Neck, NY 11021 Ladies and Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative of the underwriters (the “RP Law FirmUnderwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Armlogi Holding Corp., a Nevada corporation (the “Company”), in each case, in connection with to the drafting of this Agreement, and initial public offering (iithe “Offering”) each of the General Partner and Roseland Residential HoldingCompany’s shares of Common Stock, LLC, on par value $0.00001 per share per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Exclusive Engagement Agreement between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
January 6, 2025 (e) Each Partner hereby submits the “Engagement Letter”), that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇▇ LLP (▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the “GP Law Firm”), Underwriters as of the Rockpoint Preferred Holders, as a Limited Partner, has retained date first above written. For itself and on behalf of the several Underwriters listed on Schedule 1 hereto By: Name: ▇▇▇▇▇▇, ▇ ▇▇▇▇ & Title: Chief Executive Officer Aegis Capital Corp. [●] None. Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●]
1 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 3 Tan ▇▇▇▇ ▇▇▇
4 ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the PartnershipMa ▇▇▇▇▇▇▇ 5 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 6 ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ 7 ▇▇▇▇ ▇. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries▇▇▇▇▇ 8 ▇▇▇▇▇ ▇. Each of the Partners agrees and waives any present or future conflict for such representation▇▇▇▇▇▇▇▇ 9 ▇▇▇▇▇▇▇▇▇▇▇ ▇. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.▇▇▇▇▇▇ 10 Serial System International Pte Ltd 11 Koh ▇▇▇▇▇ ▇▇▇ 12 Goh Way Siong
Appears in 1 contract
Sources: Underwriting Agreement (OTSAW LTD)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇ ▇▇▇▇ LLP ▇▇▇▇ Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇ ▇▇▇▇▇ Title: President ▇▇▇▇▇▇▇▇ Securities, Inc. [●] Prime Number Capital, LLC [●] Total 1,750,000 [●] Number of Firm Shares: 1,750,000 Number of Option Shares: [●] Number of Underwriter’s Warrants: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7% per Firm Share (the “GP Law Firm”)or $[●] per share) Underwriting Discount per one Share: 7% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Hoi ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ KU Ving Lung MA ▇▇▇▇ Pong ▇▇▇▇▇▇▇ ▇▇▇ Lo Chanii ▇▇▇ ▇▇▇ Ki ▇▇▇▇▇ Deep Vision Enterprise Limited I Sparks Enterprise Limited AL Holding Group Limited CKL Holding Limited British Virgin Islands Matter Interiors Limited Hong Kong SAR [●], the Rockpoint Preferred Holders, as a Limited Partner, has retained 2024 ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇ Pensacola, FL 32502 (▇▇▇) ▇▇▇-▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇▇▇▇▇▇▇, Inc., the representative of the underwriters (the “RP Law FirmUnderwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Mint Incorporation Limited (the “Company”), in each case, in connection with to the drafting of this Agreement, and initial public offering (iithe “Offering”) each of the General Partner and Roseland Residential HoldingCompany’s Class A ordinary shares (“Class A Ordinary Shares”), LLC, on of no par value per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 1 contract
General Provisions. The following provisions shall be applicable at all times throughout the term of this Loan Agreement:
(a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership The Issuer and the Partners hereunder shall Bondowner Representative shall, at all times, be binding on, apply free to establish independently to their respective satisfaction and govern in their respective absolute discretion the operations and acts existence or nonexistence of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to any fact or facts the foregoing, as may be required existence of which is a condition of this Loan Agreement or requested by the General Partnerany other Loan Document.
(b) This AgreementThe Bonds and the obligations and undertakings of the Issuer hereunder do not constitute a general obligation of the Issuer or the State or any political subdivision thereof, together and recourse on the Bonds and on the instruments and documents executed and delivered by or on behalf of the Issuer in connection with the transactions contemplated hereby may be had only against certain moneys due and to become due under the Loan Documents (and not against any moneys due or to become due to the Issuer pursuant to the Reserved Rights). No recourse shall be had for the payment of the principal of or interest on the Bonds, or for any claim based thereon or on this Loan Agreement or any other Transaction Loan Document, any Issuer Document or any instrument or document executed and delivered by or on behalf of the Issuer in connection with the transactions contemplated hereby, against the Issuer or any supervisor, officer, employee or other elected or appointed official, past, present or future, of the Issuer or any successor body, as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise and all such liability of the Issuer or any such supervisor, officer, employee, any other elected or appointed official or trustee as such is hereby expressly waived and released as a condition of and consideration for the adoption of the resolution authorizing the execution of the Issuer Documents and issuance of the Bonds and the delivery of other documents in connection herewith. No supervisor, officer, employee or other elected or appointed official past, present or future, of the Issuer or any successor body shall be personally liable on the Issuer Documents, constitutes the entire agreement and understanding Bonds or any other documents in connection herewith, nor shall the issuance of the Partners with respect to Bonds be considered as misfeasance or malfeasance in office. The Bonds and the matters covered hereby undertakings of the Issuer under the Issuer Documents do not constitute a pledge of the general credit or taxing power of the Issuer, the State, or any political subdivision thereof, do not evidence and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws never constitute a debt of the State of Delaware without regard to its principles of conflicts of law.
or any political subdivision thereof (e) Each Partner hereby submits to other than the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(eIssuer), if and shall never constitute nor give rise to a pecuniary liability of the State or any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceablepolitical subdivision thereof, such provision shall be enforced other than the Issuer and then only to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and ExhibitsIndenture.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 1 contract
Sources: Loan Agreement
General Provisions. (a) To This Agreement shall in all respects be interpreted, enforced and governed under the fullest extent permitted by lawlaws of the State of Delaware, the rights without regard to conflict of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts law rules applied in such State. The language of all Subsidiaries. The Partners agree parts of this Agreement shall in all cases be construed as a whole, according to execute its fair meaning, and deliver such documents and agreements required to give effect to not strictly for or against any of the foregoing, as may be required or requested by the General Partnerparties.
(b) Should any part, term or provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions, including the release of all Claims, shall not be affected thereby and said illegal or invalid part, term or provision shall be modified by the court so as to be legal or, if not reasonably feasible, shall be deleted. This Agreement, together with the other Transaction Documents, constitutes Agreement sets forth the entire agreement concerning the subject matter herein, including, without limitation, the release of all Claims, and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersmay not be modified except by a signed writing.
(c) Each of the parties hereto acknowledges and agrees that (a) such party has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept the Agreement except for those set forth herein; (b) such party has been advised to consult an attorney before signing this Agreement, and that such party has had the opportunity to consult with an attorney; (c) such party does not feel that he or it is being coerced to sign this Agreement or that his or its signing would for any reason not be voluntary; and (d) such party has thoroughly reviewed and understands the effects of this Agreement before signing it.
(d) This Agreement shall be binding uponupon each of parties hereto and their respective partners, officers, directors, stockholders, employees, agents, advisors representatives, personal representatives, heirs, assigns, successors and affiliates, and shall inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of lawother party hereto.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterpartscounterparts and by facsimile, each of which shall be deemed to be an original against any party who signed such counterpart, but all and both of which together shall will constitute one and the same legal and binding instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.
Appears in 1 contract
Sources: Mutual Release Agreement (North Coast Partners Inc)
General Provisions. (a) To 8.1. This Agreement constitutes an irrevocable and irreversible obligation between the fullest extent permitted by lawParties as from its execution and is binding upon the Parties and their respective, the rights of allowed successors and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partnerassignees.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) 8.2. This Agreement shall be binding upon, construed and inure to deemed as part of the benefit of, the parties to this Agreement and their respective permitted successors and assignsSPA.
(d) The validity, interpretation 8.3. All and enforcement of any addenda and amendments to this Agreement shall be governed set forth in written and signed by the laws all of the State of Delaware without regard to its principles of conflicts of lawParties.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County 8.4. The omission or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined delay by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of Parties in exercising any right, power or prerogative in accordance with this Agreement shall not be construed to be as a waiver of any such provision right, nor shall it preclude the full or partial exercise of this right or of any other provisionright, nor in any way affect the validity of this Agreement power or the right of any Partner to enforce each benefit agreed herein. The rights and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of protections set forth herein are cumulative and do not exclude any other rights or subsequent breachprotections provided for by the Law.
8.5. Any Partner may, at such Partner’s option, waive Should any provision of this Agreement provided such waiver is in writing.
(i) The rights become null and remedies void or unfeasible said event shall not affect the other provisions. Should any of the Partners set forth terms and conditions in this Agreement are not exclusive be deemed null, void or unfeasible, the Parties shall negotiate in good-faith the replacement of said provisions for other provisions valid and each Partner feasible.
8.6. None of the Parties may assign, entirely or partially, the rights and duties arising from or related to this Agreement, without obtaining a prior, written authorization from the other Party.
8.7. Every notification that must be carried out pursuant to this Agreement that the Parties wish to carry out, shall be entitled made in written and delivered personally or sent using express services, or registered or certified letter, with acknowledgement of receipt and pre-paid postage and costs, and addressed to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections addresses mentioned in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation introduction of this Agreement.
(k) Whenever 8.8. Each of the context may require, any pronoun used Parties shall have the right to request the specific performance of part or all of the obligations included in this Agreement shall include Agreement, in accordance with the corresponding masculineapplicable provisions of the Code of Civil Procedure. Each of the Parties, feminine and neuter formshereby, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against expressly states that any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth potential compensation for damages in the Supplemental Letter are an integral part event of non-compliance of this Agreement and all references herein to this by any of the other Parties, shall not be sufficient compensation for such non-compliance.
8.9. This Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatbe immediately rescinded: (i) when the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and Shareholders’ Agreements come into force; or (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of should NET Transfer any of the Rockpoint Preferred Holdersshares it holds in the capital stock of BTVC.
8.10. The Parties shall, by mutual agreement, harmonize their accounting and operating practices among the GP Law Firm shall be free companies, implementing occasional necessary adjustments prior to represent each the Closing Date of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselTransaction.
Appears in 1 contract
Sources: Instrument of Ancillary Obligation Commitment (Net Servicos De Comunicacao S A)
General Provisions. (a) To 10.1 Unless this Agreement is terminated earlier by the fullest extent permitted by lawcomplete disbursement of the subject matter of this Agreement, the rights duties of Escrow Agent shall terminate July 14, 1998 (unless any party has sent notice to all other parties that a dispute exists regarding any part of the subject matter hereof) and restrictions on upon such termination, the Partnership and Escrow Agent is hereby directed to deliver any subscription amounts then held in escrow to the Partners hereunder Company.
10.2 The Escrow Agent upon the first to occur of the fixed termination date set out in subsection 10.1 above, or the release of all of the subject matter pursuant to the terms of this Agreement, shall be binding ondischarged from any further obligation hereunder.
10.3 Where directions or instructions from more than one of the undersigned are required, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as directions or instructions may be required given by separate instruments of similar tenor. Any of the undersigned may act hereunder through an agent or requested by the General Partnerattorney-in-fact, provided satisfactory written evidence of authority is first furnished to any party relying on such authority.
(b) 10.4 This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision York. The representations and warranties contained in this Agreement shall be determined survive the execution and deliver hereof and any investigations made by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureparty. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for purposes of reference purposes only and shall not limit or otherwise affect in any way of the meaning or interpretation of this Agreementterms hereof.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) 10.5 This Agreement may be executed in one or more any number of counterparts, each of which shall be deemed to be an original as against any party who signed such counterpartwhose signature appears thereon, but and all of which shall together shall constitute one and the same instrument. A facsimile This Agreement shall become binding when one or electronic PDF copy more counterparts hereof, individually or taken together, shall bear the signature of a signature hereto all of the parties reflected hereon as the signatures. This Agreement may be executed via facsimile.
10.6 Any payment, notice, request for consent, report, or any other communication required or permitted in this agreement shall be fully effective as if an original.
(m) The Schedules in writing and Exhibits annexed hereto shall be deemed to have been given when personally delivered to the party hereunder specified against receipt therefor or otherwise set forth when placed in the Supplemental Letter are an integral part of this Agreement United States Postal Service, registered or certified, with return receipt requested, postage prepaid or by facsimile transmission (provided a copy is mailed by certified or registered mail, return receipt requested) and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thataddressed as follows: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Securities Transfer Corporation ▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Company: MPEL Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President Fax: (▇▇▇) ▇▇▇-▇▇▇▇ With copy to: Ruskin Moscou ▇▇▇▇▇ & Faltischek, P.C. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may unilaterally designate a different address by giving notice of each such change in the “RP Law Firm”)manner specified above to the other party.
10.7 This Agreement is being made in and is intended to be construed according to the internal substantive laws of the State of New York applicable to contracts executed, delivered and performed wholly within the State of New York. It shall inure to and be binding upon the parties hereto and their respective successors, receivers, personal representatives, trustees and assigns.
10.8 Words used in each case, the singular number may include the plural and the plural may include the singular. The section headings appearing in connection with this instrument have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the drafting terms and conditions of this Agreement.
10.9 The terms of this Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the parties hereto and (ii) each of the General Partner Purchasers.
10.10 If one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and Roseland Residential Holdingthis Agreement shall be construed as if such invalid, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnershipillegal or unenforceable provision had never been contained herein. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to parties below execute this Agreement and as to any other matters related hereto and to future matterson this __ day of May, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel1998.
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits July 30, 2024, that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in the light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of the Agreement, has retained Seyfarth ▇▇kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. By: /s/ Y▇ ▇▇ LLP (Name: Y▇ ▇▇ Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted by the “GP Law Firm”), Underwriters as of the Rockpoint Preferred Holders, as a Limited Partner, has retained date first above written. For itself and on behalf of the several Underwriters listed on Schedule A hereto By: /s/ S▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer Craft Capital Management LLC 1,640,000
1. Free Writing Prospectus, dated February 18, 2025, link as follows: h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)▇/e▇▇▇▇/data/1941029/000157587225000155/vc066_fwp.htm None _______________, in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.2025
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General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇▇▇ LLP ▇▇▇ Title: Chairman of the Board and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇ ▇▇▇ Title: President Underwriter Number of Firm Shares AC Sunshine Securities LLC [● ] [__] [● ] Total [● ] Number of Firm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to Company per one Share (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained before expenses): $ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇ Dr. ▇▇ ▇▇▇▇ & ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ LLP (▇▇▇▇) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, PE Zfounder Organization Inc. Liwen Que Name of Subsidiary Jurisdiction of Incorporation or Organization Castor Building Tech LLC California Inno Metal Studs Corp. Texas Inno Research Institute LLC Texas THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN AC SUNSHINE SECURITIES LLC, OR BONA FIDE OFFICERS OR PARTNERS OF AC SUNSHINE SECURITIES LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20285.
1. Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Inno Holdings Inc., a Texas corporation (the “RP Law FirmCompany”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and AC Sunshine Securities LLC (the Rockpoint Preferred Holders“Holder”), on the other hand, expects dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to continue time from the date that is six months from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to retain the GP Law Firm subscribe for, purchase and the RP Law Firm, respectivelyreceive, in connection whole or in part, up to such number of shares of common stock of the Company, of no par value (“Common Stock”) as equates to seven percent (7.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with matters involving the Partnershipterms herein. The other Partners agree that During the GP Law Firm may continue to represent MCRC, MCRLP, MCPTperiod ending on the Expiration Date, the General Partner, the Partnership Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and related Affiliates and Subsidiaries. Each twenty percent (120%) of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent price of the Rockpoint Preferred Holders and their respective Affiliates shares of Common Stock sold in the enforcement of Offering); provided, however, that upon the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part occurrence of any of the Rockpoint Preferred Holdersevents specified in Section 6 hereof, the GP Law Firm rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be free to represent each adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the Partners (other than events set forth in Section 6 below, depending on the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries context. Capitalized terms not defined herein shall have the meaning ascribed to them in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselUnderwriting Agreement.
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Exclusive Engagement Agreement between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
August 6, 2024 (e) Each Partner hereby submits the “Engagement Letter”), that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained ▇▇▇▇▇▇kindly sign and return to the Company the enclosed copies hereof, ▇▇▇▇ & whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: S▇▇▇▇▇▇▇▇ LLP ▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule 1 hereto By: Name: Title: Aegis Capital Corp. 2,300,000
1. Free Writing Prospectus, dated March 1, 2024, link as follows: h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/e▇▇▇▇/data/1964946/000149315224008402/formfwp.htm
2. Free Writing Prospectus, dated April 2, 2024, link as follows: h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/e▇▇▇▇/data/1964946/000149315224012748/formfwp.htm Number of Firm Shares: 2,300,000 Number of Additional Shares: 345,000 Public Offering Price per Firm Share: $4.50 Underwriting Discount per Firm Share: $0.315 Proceeds to Company per Firm Share (before expenses): $4.185 Shaozhang L▇▇ Jinhou Sun Xirui Guo Q▇▇▇ ▇▇▇ R▇▇▇▇▇▇ Wee Y▇▇▇ ▇▇▇▇ E▇▇▇▇▇ ▇. ▇▇ Youxin XHB Capital Ltd Youxin HW Capital Ltd Suzhou GSR Zhaohua Ventures III Partnership (Limited Partnership) Kaitai YL-I Ltd SHENGKAI Capital Ltd WXING (BVI) LIMITED WonderFerns Capital Co., Ltd Anxin Youxin Capital Ltd FWZ Youxin Capital Ltd Hope Youxin Capital Ltd Name of Subsidiary Jurisdiction of Incorporation or Organization Youxin Cloud (BVI) Ltd British Virgin Islands Youxin Cloud (HK) Limited Hong Kong Hainan Youxin Mutual Enterprise Management Co., Ltd. The People’s Republic of China Guangzhou Youxin Technology Co., Ltd. The People’s Republic of China As Representative of the Several Underwriters 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ 27th Floor New York, New York 10105 Ladies and Gentlemen: In consideration of that certain Underwriting Agreement (the “RP Law FirmUnderwriting Agreement”) between Youxin Technology Ltd, a Cayman Islands company (the “Company”), and Aegis Capital Corp. (“Aegis”), as representative of the several underwriters named in Schedule 1 thereto (such underwriters, including Aegis, the “Underwriters”), to underwrite a proposed initial public offering (the “Offering”) of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, the undersigned hereby irrevocably agrees that the undersigned shall not, for a period beginning on and including the date of this agreement and ending one hundred eighty (180) days after the effective date of the registration statement in connection with the Offering (the “Lock-Up Period”), without the prior written consent of Aegis (which consent may be withheld in its sole discretion):
(1) offer to sell, sell, pledge, contract to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) with the Securities and Exchange Commission of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to register, any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for Ordinary Shares, options or warrants or other rights to acquire Ordinary Shares of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, options, warrants or rights, collectively, the “Restricted Securities”);
(2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Ordinary Shares or such other convertible, exercisable or exchangeable securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise; or
(3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. Notwithstanding anything to the contrary contained in this agreement, the foregoing restrictions in clauses (1), (2) and (3) described above shall not apply to the Company with respect to any of the following transactions:
(i) the issuance of the Ordinary Shares, or securities convertible into or exercisable for any of the Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of any restricted stock units (“RSUs”) (including net settlement), in each casecase outstanding on the date of the Underwriting Agreement and described in the final prospectus for the Offering (the “Prospectus”);
(ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for any of the Ordinary Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, executive officers, directors, corporate auditors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of the Offering and described in the Prospectus; or
(iii) the Company’s filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the Underwriting Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially by the undersigned except in compliance with the foregoing restrictions. Any securities of the Company acquired by the undersigned in the Offering (including, without limitation, in any issuer-directed share program) shall also be Restricted Securities subject to this agreement. If the undersigned is an executive officer or director of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Ordinary Shares that the undersigned may purchase in the Offering. Notwithstanding anything to the contrary contained in this agreement, the restrictions described in the immediately preceding paragraph shall not apply to executive officers or directors of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, with respect to any of the following transactions:
(a) transfers of Restricted Securities as a bona fide gift or gifts by the undersigned or for bona fide estate planning purposes;
(b) transfers or dispositions of Restricted Securities to any trust for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned;
(c) transfers or dispositions of Restricted Securities to a partnership, limited liability company or other entity of which undersigned and its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(d) transfers of Restricted Securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(e) transfers or dispositions of Restricted Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (d) immediately above;
(f) in the case that the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers or dispositions of Restricted Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or its affiliates; or (B) as part of a distribution to members or shareholders of the undersigned;
(g) transfers or dispositions of Restricted Securities by operation of law;
(h) transfers or dispositions of Restricted Securities to the Company from an employee upon death, disability or termination of employment of such employee;
(i) transfers or dispositions of Restricted Securities to the Company in connection with the drafting vesting, settlement or exercise of this AgreementRSUs, options, warrants or other rights to purchase the Ordinary Shares (including “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments;
(j) transfers or dispositions of Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction approved by the Company’s board of directors and made to all shareholders involving a change in control, provided that if such transaction is not completed, all such Restricted Securities would remain subject to the restrictions in the clauses (1), (2) and (ii3) each described above;
(k) exercise of the General Partner options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in the Prospectus, provided that any Restricted Securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the clauses (1), (2) and Roseland Residential Holding(3) described above;
(l) conversion of outstanding preferred stock, LLCwarrants to acquire preferred stock, on or convertible securities into the one handOrdinary Shares or warrants to acquire Ordinary Shares, provided that any of the Ordinary Shares or warrant received upon such conversion would be subject to restrictions similar to those in the clauses (1), (2) and (3) described above;
(m) establishment by the Rockpoint Preferred Holdersundersigned of trading plans under Rule 10b5-1 under the Exchange Act, on provided that such plan does not provide for the transfer of the Restricted Securities during the Lock-Up Period;
(n) the sale of the Ordinary Shares pursuant to the terms of the Underwriting Agreement; and
(o) transfers of Restricted Securities to a charity or educational institution; provided, however, that
A. in the case of (a), (b) (c) or (d) above, it shall be a condition to the transfer or disposition that the donee, trustee, heir, distributee or other handtransferee, expects as the case may be, agrees to continue be bound in writing to retain the GP Law Firm and restrictions set forth herein during the RP Law FirmLock-Up Period;
B. any transfer or disposition pursuant to (a), respectively(b), (c) or (d) above shall not involve a disposition for value; and
C. in the case of a transfer or distribution pursuant to (a), (b), or (d) above, no filing by the undersigned or any other party under the Exchange Act or other public announcement shall be required or made voluntarily during the Lock-Up Period in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present such transfer or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counseldistribution.
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and the Representative, dated as of Delaware without regard to its principles of conflicts of law.
July 15, 2023 (ethe “Engagement Letter”) Each Partner hereby submits that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Shares and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Shares from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth ▇kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)Title: Supervisory Principal ▇▇ ▇▇▇▇▇▇, in each caseDivision of Benchmark Investments, in connection LLC [●] Issuer Free Writing Prospectus filed with the drafting US Securities and Exchange Commission on June 20, 2020 - [●] Number of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.Shares:
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits relating to the exclusive jurisdiction of any United States Federal court sitting in New York County subject matter hereof and supersedes all prior written or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESoral and all contemporaneous oral agreements, TO THE FULLEST EXTENT PERMITTED BY LAWunderstandings, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced and negotiations with respect to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties, and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: ▇▇▇▇▇ LLP ▇▇▇▇ Title: Chief Executive Officer, Director and Chairman of the Board The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇ ▇▇▇ Title: Chief Executive Officer Univest Securities, LLC Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to Company per Ordinary Share (the “GP Law Firm”)before expenses): $[●] ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Yinjun Wu ▇▇▇▇▇▇▇ ▇▇ Funa ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Maple ▇▇▇▇▇ Holdings Limited Army Chan Holdings Limited ▇▇▇▇ ▇▇▇ Holdings Limited Li Bang International Hong Kong Holdings Limited Hong Kong SAR Jiangsu Li Bang Intelligent Technology Co., the Rockpoint Preferred HoldersLimited People’s Republic of China Suzhou Deji Kitchen Engineering Co., as a Limited PartnerPeople’s Republic of China Wuxi Li Bang Kitchen Appliance Co., has retained Limited People’s Republic of China Li Bang Kitchen Appliance Co., Limited People’s Republic of China Yangzhou Bangshijie Kitchen Appliance Co., Limited People’s Republic of China Nanjing Bangshijie Kitchen Appliance Co., Limited People’s Republic of China Univest Securities, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of Ordinary Shares (the “RP Law FirmOrdinary Shares”), or rights to acquire Ordinary Shares (the “Shares”) of Li Bang International Corporation Inc. (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or to be named in each casethe final form of Schedule I to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, in connection providing for the public offering (the “Public Offering”) of securities of the Company (the “Securities”) pursuant to a registration statement filed or to be filed (the “Registration Statement”) with the drafting of this Agreement, U.S. Securities and Exchange Commission (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“SEC”).
Appears in 1 contract
Sources: Underwriting Agreement (Li Bang International Corp Inc.)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futuresubject matter hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy The exchange of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part copies of this Agreement and all references herein of signature pages by facsimile or other electronic means shall constitute effective execution and delivery of this Agreement by the parties hereto and may be used in lieu of the original signature pages to this Agreement for all purposes. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for convenience only and shall encompass such Schedules not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and Exhibits.
(n) Unless otherwise indicatedreturn to the Company a counterpart hereof, whereupon this instrument, along with all section references are to this Agreement.
(o) Each Partner hereby agrees counterparts, will become a binding agreement among the Underwriters and acknowledges thatthe Company in accordance with its terms. Very truly yours, By: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth /s/ ▇▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President & CEO CONFIRMED AND ACCEPTED, as of the date first above written: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Initial Securities ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP , Inc. 2,386,000 Total 2,386,000 None. ENTERPRISE FINANCIAL SERVICES CORP 2,386,000 Shares of Common Stock (Par Value $0.01 Per Share)
1. The initial public offering price per share for the “RP Law Firm”)Securities, determined as provided in each casesaid Section 2, in connection with shall be $12.75.
2. The purchase price per share for the drafting of this AgreementSecurities to be paid by the several Underwriters shall be $11.985, and (ii) each being an amount equal to the initial public offering price set forth above less $.765 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the General Partner over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and Roseland Residential Holding, LLC, payable on the one hand, and the Rockpoint Preferred Holders, Initial Securities but not payable on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselOption Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Enterprise Financial Services Corp)
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to offering contemplated by this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES. For elimination of doubt, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision nothing in this Agreement or contemplated hereby, including without limitation the immediately previous sentence, shall be determined by a court of competent jurisdiction to be invalid supersede, curtail, limit, terminate, eliminate or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive invalidate any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, engagement letter between MBS and the singular form of nounsCompany, pronouns and verbs shall include the pluraldated July 30, and vice versa.
(l) 2016, as amended. This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner and Roseland Residential Holdingresults thereof, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (made by or on behalf of the “GP Law Firm”)Underwriters, the Rockpoint Preferred Holdersofficers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Shares and payment for them as a Limited Partnercontemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has retained ▇▇▇▇▇▇been and is made solely for the benefit of and shall be binding upon the Company, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”)Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in each case, in connection with the drafting of this Agreement, and (ii) each no other person shall acquire or have any right under or by virtue of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnershipthis Agreement. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership term “successors and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm assigns” shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of not include a default on the part purchaser of any of the Rockpoint Preferred HoldersShares from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the GP Law Firm Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall be free to represent each become a binding agreement in accordance with its terms. Very truly yours, FOTV MEDIA NETWORKS INC. By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the Partners (other than the Rockpoint Preferred Holders) date first above written. For itself and their respective Affiliates and Subsidiaries in the enforcement on behalf of the Transaction Documentsseveral Underwriters listed on Schedule A hereto MONARCH BAY SECURITIES, LLC By: Name: Title: Monarch Bay Securities, LLC Network 1 Financial Securities, Inc. Price per Share to public: $8.00 Underwriters’ Commission per Share: $0.56 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF MONARCH BAY SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). Each Partner has hadTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST [●], and will have2016 [THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future mattersEASTERN TIME, but unless otherwise agreed toAUGUST [●], shall pay all its own fees and expenses of such independent counsel2021 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
Appears in 1 contract
General Provisions. (a) To The parties hereby do authorize, empower and instruct their solicitors to enter into an appropriate escrow arrangement to facilitate the fullest extent permitted completion of those parts of this Agreement to be completed upon registration of this Agreement and those to be completed thereafter. In default of agreement between the parties’ solicitors as to the terms such appropriate escrow arrangement; the Documentation Registration published by law, the rights Law Society of and restrictions Upper Canada on the Partnership and the Partners hereunder its website shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partneremployed.
(b) This Agreement, together with The division of this Agreement into sections and headings (or paragraphs) herein are for convenience or reference only and are not be used in the other Transaction Documents, constitutes the entire agreement and understanding interpretation of the Partners with respect provisions related to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such mattersthem.
(c) This Agreement The Owner and its successors shall be binding upon, and inure to the benefit of, the parties to not assign this Agreement and their respective permitted successors and assignsin whole or in part without the written consent of the City, which consent shall not be unreasonably withheld.
(d) The validitySubject to the provisions herein, interpretation and enforcement the Owner shall be subject to all By-laws of the City. In the event of a conflict between the provisions of this Agreement shall be governed by and the laws provision of any By-law of the State City, the provisions of Delaware without regard to its principles of conflicts of lawthe By-law shall prevail.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any All of the provisions of this Agreement shall not are, and are to be construed to be a waiver of as, covenants and agreements as though the words importing such covenants and agreements were used in each separate clause hereof. Should any such provision or of any other provision, nor in any way affect the validity of this Agreement be adjudged unlawful or not enforceable, it shall be considered separate and severable from the right agreement and its remaining provisions as though the unlawful or unenforceable provision had never been included.
(f) This Agreement shall enure to the benefit of any Partner and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns, and that the Agreement and the covenants herein contained shall run with and burden the Lands.
(g) Any notices required or permitted to enforce each and every such provision in be given pursuant to the future. No waiver of any breach terms of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner maygiven in writing sent by prepaid registered post, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth addressed in the Supplemental Letter are an integral part case of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges thatnotice given by the City to: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇▇ LLP (▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and in the “GP Law Firm”)case of notice given by the Owner, the Rockpoint Preferred Holdersaddressed to: The City Clerk, as a Limited PartnerP.O. 5035, has retained ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇. Notice shall conclusively be deemed to have been given on the day that the same is posted. Wherever in this Agreement the City Engineer is permitted or required to give direction, exercise supervision, or to require work to be done or work to cease in respect of the construction, installation, repair and maintenance of works and services, they shall be deemed to have done so if they communicate such direction, supervision or requirement, orally or in writing, to any person purporting or appearing to be a ▇▇▇▇▇▇▇▇ LLP (, superintendent or other servant of the “RP Law Firm”), in each case, in connection with the drafting of this AgreementOwner, and (ii) each of if the General Partner City Engineer shall have made such communication orally they shall confirm such communication in writing as soon as conveniently possible. IN THIS AGREEMENT the singular shall include the plural and Roseland Residential Holding, LLC, on the one handneuter shall include the masculine or feminine as the context may require, and words importing a person shall include corporation, and if there is more than one Owner the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each covenants of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm Owner shall be free to represent the Rockpoint Preferred Holders joint and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselseveral.
Appears in 1 contract
Sources: Subdivision Agreement
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings, and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits negotiations with respect to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureOffering. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, LLCkindly sign and return to the Company the enclosed copies hereof, as whereupon this instrument, along with all counterparts hereof, shall become a Limited Partnerbinding agreement in accordance with its terms. Very truly yours, has retained Seyfarth By: Name: ▇▇▇▇ LLP (▇▇▇▇ Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the “GP Law Firm”), Underwriters as of the Rockpoint Preferred Holders, as a Limited Partner, has retained date first above written. Underwriters listed on Schedule A hereto By: Name: ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Title: Chairman Prime Number Capital LLC 2,000,000 Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Zhiliang (▇▇▇) ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ▇▇ ▇▇▇▇▇▇▇▇▇ Logistic Inc. Logistic services 100% April 16, 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100% February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100% May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100% May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100% June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100% October 19, 2021 California, U.S. [●], 2023 Prime Number Capital LLC, As the Representative of the Underwriters of the Company ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Great Neck, NY 11021 Ladies and Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative of the underwriters (the “RP Law FirmUnderwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Armlogi Holding Corp., a Nevada corporation (the “Company”), in each case, in connection with to the drafting of this Agreement, and initial public offering (iithe “Offering”) each of the General Partner and Roseland Residential HoldingCompany’s shares of Common Stock, LLC, on par value $0.00001 per share per share (the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel“Shares”).
Appears in 1 contract
General Provisions. (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, Agreement constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors supersedes all prior written or oral and assigns.
(d) The validityall contemporaneous oral agreements, interpretation understandings and enforcement of this Agreement shall be governed by negotiations with respect to the laws Offering, except for those specific provisions of the State Engagement Letter between the Company and PCS, dated as of Delaware without regard to its principles of conflicts of law.
November 22, 2024 (ethe “Engagement Letter”) Each Partner hereby submits that are not related to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVESOffering, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all each of which provisions shall remain in full force and effect.
(h) The failure of any Partner to enforce at any time any effect for the term of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the futureEngagement Letter. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one two or more counterparts, each one of which shall be deemed an original against any party who signed such counterpartoriginal, but all of which together shall constitute one with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile This Agreement may not be amended or electronic PDF copy modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a signature sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto shall be fully effective further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as if an original.
(m) required by the Securities Act and the Exchange Act. The Schedules respective indemnities, contribution agreements, representations, warranties and Exhibits annexed hereto or otherwise other statements of the Company, and the Underwriters set forth in the Supplemental Letter are an integral part of this Agreement and all references herein or made pursuant to this Agreement shall encompass such Schedules remain operative and Exhibits.
(n) Unless otherwise indicatedin full force and effect, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: regardless of (i) any investigation, or statement as to the General Partner results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, , the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and Roseland Residential Holdingpayment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, LLCthis Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a Limited Partnerpurchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, has retained Seyfarth kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. By: Name: ▇▇▇ ▇▇▇▇▇ LLP ▇▇▇▇ Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. For itself and on behalf of the several Underwriters listed on Schedule A hereto Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Investment Banking Dominari Securities LLC 900,000 Pacific Century Securities LLC 300,000 Revere Securities LLC 300,000 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/2047273/000121390025062958/ea0248669-fwp_buuu.htm ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/2047273/000121390025062127/ea0248286-fwp_buuu.htm Number of Firm Shares: 1,500,000 Number of Additional Shares: 225,000 Public Offering Price per Firm Share: $4.00 Public Offering Price per Additional Share: $4.00 Underwriting Discount per Firm Share: $0.28 Underwriting Discount per Additional Share: $0.28 Proceeds to Company per Firm Share (the “GP Law Firm”)before expenses): $3.72 Proceeds to Company per Additional Share (before expenses): $3.72
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1. BUBI Services Limited Partner, has retained 2. A Max Holding Limited BU Creation Limited Hong Kong SAR BU Workshop Limited Hong Kong SAR ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Dominari Securities LLC (the “RP Law FirmRepresentative”), in each case, ) in connection with the drafting proposed Underwriting Agreement (the “Underwriting Agreement”) between BUUU Group Limited, a British Virgin Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of Class A ordinary shares, no par value (the “Class A Ordinary Shares”), of the Company. To induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is six (6) months from the effective date of the registration statement of the Company (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Class A Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Class A Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Class A Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s share capital, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(4) (a) exercises of share options or other equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Class A Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such share options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding share options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Class A Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;
(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, and (ii) each including any exercise effected by the delivery of shares of Class A Ordinary Shares of the General Partner and Roseland Residential HoldingCompany held by the undersigned; provided, LLCthat, on the one handClass A Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, and as amended (the Rockpoint Preferred Holders“Exchange Act”)) of effective control (whether through legal or beneficial ownership of share capital of the Company, on by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other handentity, expects or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to continue another person, or (d) provided, that, the Class A Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to retain the GP Law Firm and restrictions provided for in this Agreement;
(7) the RP Law FirmOffering;
(8) transfers consented to, respectivelyin writing by the Representative;
(9) transactions relating to Class A Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counsel.transactions;
Appears in 1 contract
General Provisions. The Notes shall be executed by Authorized Officers of each of the Issuers and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon an Issuer Order upon receipt by the Indenture Trustee of the following:
(a) To copies of each of the fullest extent permitted Transaction Documents, duly executed and delivered by laweach of the parties thereto (other than the Indenture Trustee);
(b) a Board Resolution of each of the Issuers, the rights Servicer, the Manager and each Seller authorizing, as applicable, the execution, delivery and performance of and restrictions on the Partnership Transaction Documents to which it is a party and the Partners hereunder shall transactions contemplated thereby;
(c) a certificate or other official document evidencing any authorization, approval or consent of each government body or bodies required for valid issuance of such Notes or the execution, delivery and performance of any of the Transaction Documents;
(d) one or more Opinions of Counsel with respect to each Issuer, each Seller, Holdco, the Servicer and the Manager, as applicable (which may rely upon one or more Officer's Certificates from the related Person as to matters of fact and which may be binding onbased on such assumptions and subject to such exceptions, apply to limitations and govern the operations and acts qualifications as are customarily contained in opinions of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect this nature) substantially to the foregoingeffect that, and with such modifications as may be necessary under the laws of Canada and Mexico, (i) such Person has been duly formed and is validly existing and in good standing under the laws of the respective jurisdiction identified in this Indenture and is duly qualified to do business in said jurisdiction and has the power and authority to enter into and perform its obligations under the Transaction Documents to which such Person is a party; (ii) this Indenture and each other Transaction Document to which such Person is a party (other than the Notes) has been duly authorized, executed and delivered by such Person and constitutes the valid, legal and binding agreement of such Person, enforceable in accordance with its terms; (iii) with respect to each Issuer, the Notes have been duly authorized by such Issuer and, when issued and authenticated in accordance with the terms of the Indenture, will be valid and binding, joint and several obligations of the Issuers enforceable in accordance with their terms; (iv) the execution, delivery and performance by such Person of its obligations under the Indenture, the Notes or any other Transaction Document to which such Person is a party will not conflict with or violate any of the organizational documents of such Person or any applicable Law or order, rule or regulation of any court, administrative agency or other governmental authority having jurisdiction over such Person; (v) no consent, approval or authorization of any governmental authority is required for the execution and delivery by such Person of the Indenture, the Notes or any other Transaction Document to which such Person is a party except as shall have been therefore received and except as may be required under the securities or requested by "blue sky" laws of various jurisdictions in connection with the General Partner.
delivery of the Notes; (bvi) This Agreementsuch Person has full power and authority to assign, pledge, hypothecate and deposit all of its right, title and interest in and to the Leases, the Railcars and the other Collateral owned thereby to the Issuers, in the case of the Sellers, and to the Indenture Trustee, in the case of the Issuers, free from any Lien (other than any Permitted Lien), security interest, encumbrance or other right, title or interest of any person, subject, however, to the rights of the Lessees in the Railcars under the related Leases; (vii) to the extent Article 9 of the UCC is applicable, the Indenture, together with the filing of UCC-1 financing statements in the filing offices to be identified in such opinion or opinions is effective to Grant to and create in favor of the Indenture Trustee for the benefit of the Secured Parties as security for the Notes, a perfected security interest in the Leases, the Railcars and the other Transaction Collateral owned by such Issuer; (viii) the offer and sale of the Notes under the circumstances contemplated by each Purchase Agreement is exempt from the registration requirements of the Securities Act, and no qualification of the Indenture is required under the Trust Indenture Act of 1939, as amended; and (ix) with respect to each Issuer, such Issuer is not an "investment company" required to register as such under the Investment Company Act of 1940, as amended;
(e) an Opinion of Counsel with respect to certain matters relating to filings required to be made with the STB in respect of the security interest of the Indenture Trustee in each Railcar and any related Existing Lease (other than Excepted Leases) (which opinions may rely upon one or more Officer's Certificates from the related Issuer as to matters of fact and which may be based on such assumptions and subject to such exceptions, limitations and qualifications as are customarily contained in opinions of this nature) and substantially to the effect that (a) the U.S. Filed Documents have been prepared for filing with the STB in compliance with the relevant STB Filings Requirements; (b) except for the filing of the U.S. Filed Documents, constitutes no consent, approval, authorization or order of, or registration with, the entire agreement and understanding STB or with any other governmental authority or regulatory body is required with respect to perfection of the Partners assignments of the Existing Leases and the security interest in the Existing Leases and the Railcars contemplated by the Indenture; (c) other than the U.S. Filed Documents and such exceptions as may be agreed upon by the Class A Note Insurer, no document evidencing a Lien and encumbrance on, or security interest in, the Initial Railcars appears in the recordation files and records maintained by the STB pursuant to the relevant STB filing requirements; and (d) under the relevant STB filing requirements, upon the STB's recordation of the U.S. Filed Documents, such filing and recordation constitutes notice to, and such U.S. Filed Documents will be enforceable against, all persons (subject to such exceptions as may be agreed upon by the Class A Note Insurer and no other filing, depositing, registering or recording under any law of the United States, a state within the United States (or its political subdivisions) or territory or possession of the United States, is necessary to protect the interests of the parties to the U.S. Filed Documents in the Initial Railcars, and no re-recording, re-filing or re-registering of any of the foregoing documents with the STB is necessary to continue such notice and enforceability under present law and regulations;
(f) an Opinion of Counsel with respect to certain matters relating to filings required to be made with the Canadian Regulator in respect of the security interest of Indenture Trustee in each Canadian Railcar and Canadian Lease (which opinions may rely upon one or more Officer's Certificates from CARCAT as to matters of fact and which may be based upon such assumptions and subject to such exceptions, limitations and qualifications as are customarily contained in opinions of this nature) and substantially to the effect that
(i) the Canadian Filed Documents have been prepared for filing with the Canadian Regulator in compliance with the requirements of the Canadian Regulator;
(ii) the deposit of the Canadian Filed Documents will protect the rights of the Indenture Trustee in and to the Canadian Railcars and Canadian Leases and no other filing, recording, deposit or registration is necessary in Canada or in any province or territory thereof to protect such rights;
(iii) the Canadian Filed Documents are valid against all persons; and
(iv) no document evidencing a currently outstanding lease, mortgage, hypothec, bailment or security interest or any amendment or assignment thereto was located in the database maintained by the Canadian Regulator with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.Railcars;
(g) Subject an Opinion of Counsel (which may rely upon one or more Officer's Certificates as to Section 23(e)matters of fact and which may be based on such assumptions and subject to such exceptions, if any provision limitations and qualifications as are customarily contained in opinions of this Agreement shall be determined by nature) substantially to the effect that, in the event that The Andersons were to become a debtor under the bankruptcy laws of the United States or Canada, a court would not order the substantive consolidation of competent jurisdiction to be invalid Holdco, any Seller or unenforceable, any Issuer with any such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.debtor;
(h) The failure an Officer's Certificate of each Issuer stating that such Issuer is not in Default under this Indenture and there is no Event of Default hereunder and that the issuance of the Notes will not result in any Partner to enforce at any time breach of any of the terms, conditions or provisions of, or constitute a default under, such Issuer's Certificate of this Agreement shall not be construed Formation or other corporation formation document, as applicable, or operating agreement or other organizational or constitutional document, as applicable, or any indenture, mortgage, deed of trust or other agreement or instrument to be which such Issuer is a waiver party or by which such Issuer is bound, or any order of any such provision court or of any other provision, nor administrative agency entered in any way affect Proceeding to which such Issuer is a party or by which it may be bound or to which it may be subject; and that all conditions precedent provided in this Indenture relating to the validity authentication and delivery of this Agreement or the right Notes have been complied with and an Officer's Certificate of any Partner each Seller to enforce each the effect that all of such Seller's representations and every such provision warranties in the future. No waiver Sale Agreements were accurate as of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.the time made;
(i) The rights a copy of an officially certified document, dated not more than 30 days prior to the Closing Date, evidencing the due organization and remedies good standing of each Issuer, the Partners set forth in this Agreement are not exclusive Servicer, the Manager and each Partner shall be entitled to all rights and remedies available to such party under applicable legal Seller in their respective jurisdictions of incorporation or equitable principles.formation, as applicable;
(j) The headings copies of the Sections in this Agreement are for reference purposes only corporate formation documents of each Issuer, the Servicer, the Manager and shall not affect in any way the meaning or interpretation of this Agreement.each Seller;
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine initial Lease and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.Railcar Schedule;
(l) This Agreement may be except in respect of those Leases identified on Schedule IV hereto, the sole original executed counterpart of each Lease, including any amendments or modifications thereto, subject to such exceptions as shall have been approved by the Controlling Party, as provided in one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one Section 7.13 (and the same instrument. Indenture Trustee shall have delivered to the Servicer, the Manager, the Issuers, the Class A facsimile or electronic PDF copy of Note Insurer and the Holders a signature certificate in the form attached hereto shall be fully effective as if an original.Exhibit C to the effect that the Indenture Trustee has received each such Lease);
(m) The Schedules evidence that the Indenture Trustee has established the Collection Accounts, the Cash Collateral Accounts, the Operating Expense Reserve Account (including the NARCAT OER Subaccount and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part CARCAT OER Subaccount), the Prefunding Account and the Policy Payment Account (including the NARCAT Policy Payment Subaccount and the CARCAT Policy Payment Subaccount) and evidence of this Agreement the funding of the Cash Collateral Accounts and all references herein to this Agreement shall encompass such Schedules and Exhibits.the Prefunding Account;
(n) Unless otherwise indicateda certificate from each Issuer to the effect that, in the case of each Lease, Railcar and other Railcar Assets being transferred pursuant to its related Sale Agreement immediately prior to the delivery thereof to the Indenture Trustee:
(i) each Issuer (A) is the owner of each Lease and Railcar transferred to it pursuant to its respective Sale Agreement free from any Lien, security interest, encumbrance or other right, title or interest of any Person known to the Issuer, other than the rights of the Lessee or sublessee under the Lease and the security interest assigned to the Indenture Trustee pursuant to the Indenture, (B) has not assigned any interest or participation in such Lease or Railcar (or, if any such interest or participation has been assigned, it has been released), and (C) has full right to Grant such Lease and Railcar to the Indenture Trustee;
(ii) the information set forth with respect to each such Lease, Railcar and other Railcar Assets transferred to it pursuant to its respective Sale Agreement in the initial Lease and Railcar Schedule is correct in all section references are material respects;
(iii) the Issuer has Granted to this the Indenture Trustee all of its right, title, and interest in each Lease, Railcar and other Railcar Assets transferred to it pursuant to its respective Sale Agreement.; and
(iv) each lease, railcar and other related asset transferred to it pursuant to its respective Sale Agreement constitutes a Lease, Railcar or Railcar Asset;
(o) Each Partner hereby agrees and acknowledges that: (i) a rating letter issued by each of the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (Rating Agencies to the “GP Law Firm”)Issuers, the Rockpoint Preferred HoldersClass A Note Insurer and the Indenture Trustee assigning a rating to the Class A Notes of "AAA" by S&P and "AAA" by Fitch and a rating to the Class B Notes of "B" by S&P;
(p) such lien searches and releases of liens as the Indenture Trustee or the Class A Note Insurer deems necessary to establish that the Non-Mexican Collateral of each Issuer and the Seller (including, as a Limited Partnerwithout limitation, has retained the Non-Mexican Collateral owned by each Issuer on the Closing Date) are free and clear of any Liens other than Permitted Liens;
(q) appraisals of the Railcars issued by RailSolutions, Inc., and ▇. ▇. ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Associates, Inc., together with letters reaffirming the values set forth therein as of January 30, 2004; and
(r) such other documents as the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPTIndenture Trustee, the General Partner, Class A Note Insurer or the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselmay reasonably require.
Appears in 1 contract
Sources: Indenture (Andersons Inc)
General Provisions. (a) To 4.1 Nothing contained herein shall constitute an agreement or undertaking by the fullest extent permitted Executive to remain in the employment of the Alcan for any specific period, nor an undertaking by law, Alcan to employ the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all SubsidiariesExecutive for any specific period. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding term of the Partners with respect to the matters covered hereby Executive's employment and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement its termination shall be governed by the laws terms of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Employment Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in 4.2 Any benefits which the Executive shall receive under this Agreement shall be determined by a court in substitution for any rights he may now or hereafter have to an annuity, retirement allowance, pension or similar benefit under any other agreement with Alcan or any of competent jurisdiction to its Subsidiaries. The Executive hereby agrees that he will be invalid or unenforceable, such provision shall be enforced excluded from participation to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effectPlan.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner may, at such Partner’s option, waive any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner 4.3 Alcan shall be entitled to assign its rights hereunder to, and to cause all or any portion of its obligations hereunder to be assumed by, any direct or indirect subsidiary of Alcan incorporated in the United States of America. However Alcan shall remain liable on a joint and several basis with the assignee as regards any obligation so assumed.
4.4 This Agreement and all of the rights and remedies available benefits of the Executive hereunder are personal to such party under applicable legal the Executive, and may not be alienated, assigned or equitable principlestransferred by the Executive in whole or in part, voluntarily or involuntarily.
(j) The headings 4.5 This Agreement shall enure to the benefit of and be binding upon the heirs, executors, administrators and successors of the Sections in parties hereto.
4.6 The benefits paid to the Executive under this Agreement are for reference purposes only considered by Alcan to be in the nature of a retirement benefit. However, Alcan neither warrants nor guarantees that the benefits will be so regarded and shall not affect in any way so treated by third parties, including taxation authorities of the meaning United States of America or interpretation of this AgreementCanada.
(k) Whenever the context may require, any pronoun used 4.7 Any notice to be given hereunder shall be given in this Agreement shall include the corresponding masculine, feminine writing and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.
(l) This Agreement may be executed in one given either personally or more counterpartsmay be sent by registered mail, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth addressed in the Supplemental Letter are an integral part case of this Agreement and all references herein the Executive to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicatedhim at his last known place of residence and, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) in the General Partner and Roseland Residential Holdingcase of Alcan Inc., LLCat its principal place of business, as a Limited Partner, has retained Seyfarth 1188 ▇▇▇▇▇▇▇▇▇▇ LLP (the “GP Law Firm”)▇▇▇▇▇▇ ▇▇▇▇, the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇, ▇▇▇ ▇▇▇, ▇▇ LLP (/o the “RP Law Firm”)Secretary.
4.8 Pension benefits provided under this agreement are not subject to post-retirement pension augmentations.
4.9 Alcan will use its best endeavors at all times to ensure payment of the Retirement Benefit provided herein, but shall be under no obligation in that regard to set aside any amounts or make any contribution to any trust or other fund or establish any book reserve in the amount of the Retirement Benefit payable hereunder, in each case, accordance with generally acceptable accounting practices.
4.10 This Agreement shall be construed in connection accordance with and governed by the drafting of this Agreement, and (ii) each laws of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each State of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselNew York.
Appears in 1 contract
Sources: Employment Agreement (Alcan Inc)
General Provisions. (a) To 8.1 The Parties shall not unreasonably withhold requests for information, approvals or consents provided for in this Agreement; provided, however, that approvals or consents required to be given by vote of the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall Sound Transit Board or Redmond City Council are recognized to be binding on, apply to and govern the operations and acts of all Subsidiarieslegislative actions. The Partners Parties agree to take further actions and execute further documents, either jointly or within their respective powers and deliver authority, to implement the intent of this Agreement provided, however, that where such actions or documents and agreements required must be first approved by vote of the Sound Transit Board or Redmond City Council, such actions are recognized to give effect to the foregoing, as may be required or requested by the General Partnerlegislative actions.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) 8.2 This Agreement shall be binding uponinterpreted, construed and inure to the benefit of, the parties to this Agreement and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in Washington. Venue for any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in under this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceableKing County, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effectWashington.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this 8.3 This Agreement shall be held binding upon and inure to be a waiver the benefit of the successors and assigns of the City and Sound Transit.
8.4 This Agreement is made and entered into for the sole protection and benefit of the Parties hereto and their successors and assigns. No other person shall have any other or subsequent breach. Any Partner may, at such Partner’s option, waive right of action based upon any provision of this Agreement provided such waiver is in writing.
(i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
8.5 No joint venture or partnership is formed as a result of this Agreement. No employees, agents or subcontractors of one Party shall be deemed, or represent themselves to be, employees of any other Party.
8.6 This Agreement has been reviewed and revised by legal counsel for all Parties and no presumption or rule that ambiguity shall be construed against the Party drafting the document shall apply to the interpretation or enforcement of this Agreement. The Parties intend this Agreement to be interpreted to the full extent authorized by applicable law.
8.7 Each Party shall be responsible for all its own costs, including legal fees, incurred in negotiating or finalizing this Agreement, unless otherwise agreed in writing by the Parties.
8.8 The Parties shall not be deemed in default with provisions of this Agreement where performance was rendered impossible or impracticable by war or riots, civil disturbances, floods or other natural catastrophes beyond its control; the unforeseeable unavailability of labor or materials; or labor stoppages or slowdowns, or power outages exceeding available back-up power supplies; or other events beyond the control of the Parties. This Agreement shall not be revoked or a party penalized for such noncompliance, provided that such party takes immediate and diligent steps to bring itself back into compliance and to comply as soon as practicable under the circumstances without unduly endangering the health, safety, and integrity of all parties’ employees or property, or the health, safety, and integrity of the public, public right-of-way, or public or private property.
8.9 This Agreement may be amended only by a written instrument executed by each of the Parties hereto. Except that Exhibits may be modified by mutual agreement of the Parties and documented by signed dated revisions.
8.10 This Agreement constitutes the entire agreement of the Parties with respect to the subject matters of this Agreement, and supersedes any and all prior negotiations (k) Whenever the context may requireoral and written), any pronoun understandings and agreements with respect hereto.
8.11 In construction of this Agreement, words used in this Agreement the singular shall include the corresponding masculine, feminine plural and neuter formsthe plural the singular, and “or” is used in the singular form of nounsinclusive sense, pronouns and verbs shall include the plural, and vice versain all cases where such meanings would be appropriate.
(l) 8.12 All exhibits attached to this Agreement are hereby incorporated into this Agreement.
8.13 This Agreement may be executed in one or more several counterparts, each of which shall be deemed an original against any party who signed such counterpartoriginal, but and all of which counterparts together shall constitute but one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this 8.14 This Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall not be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of assigned by any of the Rockpoint Preferred Holders, Parties nor the GP Law Firm shall be free to represent each obligations transferred without the consent of the Partners (other than the Rockpoint Preferred Holders) and Parties in their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselsole discretion.
Appears in 1 contract
Sources: Operation and Maintenance Agreement
General Provisions. (a1) To This Agreement may not be assigned by either Party without the fullest extent permitted by lawprior written consent of the other Party, the rights of and restrictions on the Partnership and the Partners hereunder shall such consent not to be binding on, apply to and govern the operations and acts of all Subsidiariesunreasonably withheld or delayed. The Partners agree to execute and deliver such documents and agreements required to give effect Subject to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect this Agreement shall enure to the matters covered hereby benefit of, and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement Parties and their respective permitted heirs, executors, administrators, legal representatives, successors and assigns.
(d2) The validityExcept as otherwise expressly provided herein, interpretation this Agreement may only be amended by written agreement of both Parties.
(3) Each Party will be excused from delays in performing or from failing to perform its obligations under this Agreement (other than the payment of Fees or other amounts due under this Agreement) due to circumstances beyond that Party's control and enforcement which could not have been avoided by the taking of appropriate precautions; provided that the Party that is the subject of those circumstances shall use reasonable efforts to be in a position to again perform its obligations under this Agreement as quickly as reasonably possible under the circumstances.
(4) If any term, provision, covenant, or condition of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect rest of the remaining provisions of this Agreement, all of which Agreement shall remain in full force and effecteffect and shall in no way be affected or invalidated.
(h5) The failure of any Partner to enforce This Agreement, including the recitals and all Schedules now or at any time any hereafter attached hereto (all of which are hereby incorporated herein by reference and form an integral part hereof), contains the entire agreement of the provisions Parties relating to the subject matter of this Agreement shall not be construed Agreement, and supersedes all previous or contemporaneous discussions, negotiations, understandings, arrangements or agreements with respect to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the future. No waiver of any breach of this subject matter.
(6) This Agreement shall be held to be a waiver of any other or subsequent breach. Any Partner maygoverned, at such Partner’s option, waive any provision of this Agreement provided such waiver is construed and interpreted in writing.
(i) The rights and remedies accordance with the laws of the Partners set forth Province of Quebec (without respect to principles of conflicts of law) and the federal laws of Canada applicable therein, and the Parties hereby submit to jurisdiction of and venue in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings the courts in the Province of the Sections in this Agreement are for reference purposes only and shall not affect Quebec in any way the meaning or interpretation of legal proceeding that may relate to this Agreement.
(k7) Whenever Time shall in all respects be of the context may require, any pronoun used in essence of this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.Agreement
(l) 8) This Agreement may be executed (by original or facsimile) by the Parties in one or more counterparts, each of which shall be deemed considered an original against any party who signed such counterpart, but all of which together shall constitute and one and the same instrument. A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and Exhibits annexed hereto or otherwise set forth in the Supplemental Letter are an integral part of this Agreement and all references herein to this Agreement shall encompass such Schedules and Exhibits.
(n) Unless otherwise indicated, all section references are to this Agreement.
(o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth ▇▇▇▇ LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreementagreement, and (ii) shall become effective when one or more counterparts have been signed by each of the General Partner Party and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on delivered to the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree Party such that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each there is evidence of the Partners agrees and waives any present or future conflict for such representation. The RP Law Firm shall be free to represent the Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the Transaction Documents. Each of the Rockpoint Preferred Holders agrees and acknowledges that in the event of a default on the part of any of the Rockpoint Preferred Holders, the GP Law Firm shall be free to represent each of the Partners (other than the Rockpoint Preferred Holders) and their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to this Agreement and as to any other matters related hereto and to future matters, but unless otherwise agreed to, shall pay all its own fees and expenses of such independent counselsignature by both Parties.
Appears in 1 contract