General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction. 12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement. 12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth. 12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise. 12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement. 12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein. 12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 4 contracts
Sources: Employment Agreement (LifeMD, Inc.), Employment Agreement (LifeMD, Inc.), Employment Agreement (Conversion Labs, Inc.)
General. 12.1 Employee acknowledges 15.1 This agreement constitutes the whole of the agreement between the parties hereto relating to the matters dealt with in this agreement and warrants that his breach save to the extent otherwise provided herein no undertaking, representation, term or condition relating to the subject matter of this agreement not incorporated in this agreement shall be binding on any of the parties.
15.2 No variation, addition, deletion, or agreed cancellation will be of any force or effect unless in writing and signed by or on behalf of the parties hereto.
15.3 No waiver of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, terms and conditions of this Agreement agreement will be binding or effectual for any purpose unless in writing and signed by or on behalf of the party giving the same. Any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder will constitute or be deemed to be complied with and performed by Company. The term “affiliate”a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
15.4 Save as used in otherwise herein provided, neither this agreementagreement nor any part, shall mean share or interest herein nor any corporationrights or obligations hereunder may be ceded, firm, partnershipassigned, or otherwise transferred without the prior written consent of the other entity controllingparties.
15.5 Any consent or approval required to be given by any party in terms of this agreement will, controlled by unless specifically otherwise stated, not be unreasonably withheld.
15.6 This agreement may be executed in one or under common control with Company. The term “control” (including “controlling”more counterparts, “controlled by”, and “under common control with”), as used in the preceding sentence, each of which shall be deemed to mean an original, and all of which together shall constitute one and the possession, directly or indirectly, same agreement as at the date of signature of the power to direct or cause the direction party last signing one of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement counterparts. The parties undertake to take whatever steps may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only necessary to ensure that all counterparts are duly signed by a written instrument executed by both all of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementthem without delay.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 4 contracts
Sources: Sale Agreement, Sale Agreement, Sale Agreement
General. 12.1 Employee acknowledges (a) The duties and warrants that his breach of any responsibilities of the provisions contained Trustee are as set forth herein. Whether or not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.
(b) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in Sections 5the Indenture and no others, 6and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred and is continuing, 7 the Trustee shall exercise those rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or 8 hereof would result use under the circumstances in irreparable damage and injury the conduct of his own affairs.
(c) No provision of the Indenture shall be construed to Employer which injury could relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith except that:
(1) this paragraph does not limit the effect of clause (b) of this Section 7.01;
(2) the Trustee will not be adequately compensated liable for any error of judgment made in good faith by money damages a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee will not be liable with respect to any action it takes or other legal remedies. Accordingly, omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.
(d) Every provision of the event Indenture relating to the conduct or affecting the liability of such a breach of any of or affording protection to the Trustee shall be subject to the provisions of Sections 5this Article 7 and to the provisions of the TIA. Whether or not therein expressly so provided, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any every provision of this Agreement which may be pursued or availed by Employer. FurthermoreIndenture that in any way relates to the Trustee is subject to paragraphs (a), nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto(b), and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision (c) of this Agreement and any present or future statute, law, ordinance or regulation, Section 7.01 as the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementcontext may apply.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 4 contracts
General. 12.1 Employee acknowledges and warrants (a) You agree that his you have the power to enter into this License.
(b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you.
(c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement.
(d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control.
(e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise.
(f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions contained in Sections 5these terms are held not to be valid, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the remaining provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the these terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
(g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State.
(h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.
Appears in 4 contracts
Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions
General. 12.1 Employee acknowledges (a) All warranties and warrants conditions are excluded to the full extent permitted by law;
(b) Any dispute by the Licensee in relation to any fact, matter or thing arising from, pursuant to or in connection with this Agreement or any subsequent agreement or contract between the parties must be notified to CTC within 30 days of the Licensee becoming aware of such fact, matter or thing. In the event that his breach the Licensee fails or neglects to notify CTC of any of such dispute, the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Licensee shall be deemed to limit Employer’s remedies at law or have waived its rights against CTC in equity for any breach by Employee respect of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.such dispute;
12.2 This Agreement sets forth the entire agreement and understanding of the (c) The parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of agree that this Agreement and any present subsequent agreement or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of contract between the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable Queensland, and the parties submit to agreements the jurisdiction of the Courts of that State;
(d) Each and every indemnity given by the Licensee under or pursuant to this Agreement is independent from the Licensee's other obligations and continues until it has been completely satisfied or has been waived by CTC in writing. CTC shall be entitled to enforce an indemnity before incurring expense.
(e) Any notice or approval required by this Agreement must be in writing.
(f) A notice or approval is:
(i) if posted, it is taken to be wholly performed thereinreceived on the second Business Day after posting if posted in Australia and on the fifth Business Day after posting if posted outside Australia; and
(ii) if sent by facsimile, it is taken to be received on production of a transmission report by the machine from which the facsimile was sent which indicates the facsimile was sent in its entirety to the facsimile number of the recipient if produced before 5.00 pm on a Business Day, otherwise on the next Business Day.
12.7 (g) The parties hereto expressly agree that it time referred to is not the intention time in Brisbane in the State of Queensland.
(h) Each party agrees, at its own expense, on request of the parties hereto other party, to violate any public policydo everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, statutory or common law rules, regulations, treaties or decisions including the execution of any government or agency thereof. documents.
(i) If any a provision of this Agreement is judicially illegal or administratively interpreted unenforceable then that provision must be severed from this Agreement and the remaining provision of this Agreement continue in force. If only part of a provision is illegal or construed unenforceable then this clause applies to that part only.
(j) Time is of the essence of each party’s obligations hereunder.
(k) Unless otherwise provided by these terms and conditions, no amendment to this Agreement has any force unless it is in writing and signed by all of the parties.
(l) This Agreement is validly executed if executed in one or more counterparts.
(m) To the extent permissible, no law will apply to this Agreement so as being to extinguish, ▇▇▇▇▇▇, delay or otherwise prejudice any of the rights, powers and remedies of CTC under this Agreement or otherwise conferred on or available to CTC.
(n) The rights, powers, authorities, discretions and remedies of a party under this Agreement do not exclude any other right, power, authority, discretion or remedy.
(o) None of the terms of, or any act, matter or thing done under or by virtue of, or in violation connection with this Agreement shall operate as a merger of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and of the remainder obligations of this agreement shall remain binding upon the parties hereto in or under this Agreement and such rights and remedies shall at all times continue in full force and effect.
(p) Neither the Licensee nor CTC is responsible for any failure to fulfil obligations imposed under this Agreement if such fulfilment is delayed, prevented, restricted or interfered with by reason of a Force Majeure Event.
(q) Nothing in this Agreement or any Booking Request, Booking Confirmation or other contract or agreement between the parties shall be deemed or construed as creating the relationship of a partnership or of principal and agent or of joint venture between the parties.
Appears in 4 contracts
Sources: Hot Leasing Agreement, Hot Leasing Agreement, Hot Leasing Agreement
General. 12.1 Employee acknowledges 16.1 Time shall be of the essence in this Agreement.
16.2 This Agreement shall be construed and warrants enforced in accordance with the laws of the Province of Alberta, and subject to the provisions of Article 16.11 of this Agreement, the Parties hereby attorn to the jurisdiction of the Alberta Courts. Should any provision in this Agreement fail to comply with the requirements of the Alberta Employment Standards Code or the Alberta Human Rights, Citizenship and Multiculturalism Act, as amended, or other applicable legislation, the Agreement shall be interpreted and construed in accordance with those statutory requirements.
16.3 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter of this Agreement. The Parties agree that his breach they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement. In the event of a conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
16.4 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto. In the event that the Parties hereto wish to amend the terms of any of the provisions contained Schedules annexed hereto, this shall be done by way of a written amending agreement (the "Amending Agreement") setting forth that the particular schedule or schedules being amended are amended per the terms of the schedule (s) attached to the Amending Agreement, but otherwise the terms of the Agreement will continue in Sections 5full force and effect, 6mutatis mutandis, 7 or 8 hereof would result in irreparable damage and injury both parties will then sign the Amending Agreement, and the Amending Agreement will then be attached to Employer which injury could this Agreement and then each page of the Agreement and the Amending Agreement shall then be dated and initialed by the Parties hereto.
16.5 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.
16.6 This Agreement is a personal services agreement and may not be adequately compensated assigned by money damages or either Party without the prior written consent of the other legal remedies. Accordingly, in the event of such a breach Party.
16.7 The waiver by either Party of any breach of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge not operate or modify the rights be construed as a waiver by that Party of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law breach of the United States same or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement16.8 The Parties agree to execute and deliver such further and other documents, and neither party shall be bound by perform or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement cause to be complied with performed such further and performed by Company. The term “affiliate”, other acts and things as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed necessary or extended, desirable in order to give full force and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times effect to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This 16.9 The Employee agrees that following the termination of the Employee's employment with the Corporation for any reason, the Employee shall tender his or her resignation from any position he or she may hold as an officer or director of the Corporation or any Related Corporation.
16.10 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be governed by and construed according affected or impaired thereby in any way.
16.11 Any dispute concerning the rights or obligations of the Parties to this Agreement, or concerning the interpretation, validity or enforcement of the Agreement, shall be submitted to binding arbitration in Calgary, Alberta before a single arbitrator pursuant to the laws Arbitration Act (Alberta). The decision of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof arbitrator shall be inoperative in such jurisdiction final and binding on the Parties, and the remainder of this agreement successful Party shall remain binding upon be entitled to receive its solicitor and client legal costs and disbursements incurred in the parties hereto and in full force and effectarbitration.
Appears in 4 contracts
Sources: Employment Agreement (Cormax Business Solutions Inc), Employment Agreement (Watchout Inc), Employment Agreement (Cormax Business Solutions Inc)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall will be governed by and construed according to in accordance with the laws of the State of New York applicable to agreements to California excluding that body of laws known as conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be wholly performed therein.
12.7 The parties hereto expressly agree that it is not brought exclusively in the intention of federal or state courts located in San Jose, California and the parties hereto hereby irrevocably consent to violate the personal jurisdiction and venue therein. You may not assign this Agreement or any public policyright or interest hereunder, statutory by operation of law or common law rulesotherwise, regulationswithout ▇▇▇▇▇’s express prior written consent. Any attempt to assign this Agreement, treaties or decisions without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Except as expressly set forth in this Agreement, the exercise by either party of any government of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or agency thereofotherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement is judicially invalid or administratively interpreted or construed as being in violation unenforceable, that provision of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall the Agreement will be inoperative in such jurisdiction enforced to the maximum extent permissible and the remainder other provisions of this agreement shall Agreement will remain binding upon the parties hereto and in full force and effect. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of God. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement, including Foxit’s support and maintenance services terms constitutes the entire and exclusive agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter. The terms and conditions contained in any customer purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Foxit and will be deemed null and of no effect.
Appears in 4 contracts
Sources: User Manual, User Manual, Foxit Corporation License Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth (including the Schedule thereto) constitutes the entire agreement and understanding of among the parties hereto, and replaces and supersedes all prior agreements, arrangementsmemoranda, correspondence, communications, negotiations and understandingsrepresentations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. Nothing herein There are no implied covenants contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of in this Agreement other than those of good faith and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any present and all such instruments and other documents and perform any and all such acts and other things as may be necessary or future statute, law, ordinance or regulation, desirable to carry out the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by the parties thereto. No representationwaiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, promisein the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or inducement has been made by either party unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not embodied affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to in a manner consistent with the benefit intent of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwiseparties, in any one or more instances, shall be deemed order to be, or construed as, a further or continuing waiver limit the application of any such breach, or a waiver of offensive provision to the breach of any other term or covenant contained in this Agreementmaximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be governed assigned or otherwise transferred by and construed according any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the laws benefit of the State of New York applicable to agreements to and be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in full force accordance with the laws of British Columbia and effectthe laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made and performed in British Columbia, and the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 This Agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.
Appears in 4 contracts
Sources: Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement
General. 12.1 Employee acknowledges 30.1 This Contract constitutes the whole agreement between the Parties as to the subject matter hereof and warrants that his neither of them shall be bound by any agreements, warranties, representations or undertakings whatsoever unless incorporated herein.
30.2 No addition to or variation, consensual cancellation or novation of this Agreement, including this clause 30.2, and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by the Parties or their duly authorised representatives.
30.3 No latitude, leniency, relaxation, extension of time or other indulgence which may be given or allowed by any Party to the other in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement, and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver, novation of, abandonment of or otherwise affect any of the provisions contained Party's rights in Sections 5, 6, 7 terms of or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages arising from this Agreement or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 estop or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of term hereof.
30.4 Should any provision of this Agreement be held to be unenforceable, illegal or invalid for any reason whatsoever, such provision shall in the first instance be construed and interpreted to the minimum extent necessary so as to comply with the relevant legislation or law. Should such interpretation not be possible, then such provision shall be treated as pro non scripto and will be separate and severable from the remaining provisions of this Agreement which may shall continue
30.5 to be pursued of full force and effect, and this Agreement shall be construed as if such invalid, illegal or availed by Employerunenforceable provision had never been set forth herein. FurthermoreIn such event, nothing this Agreement shall be carried out as nearly as possible according to its original terms and intent, and the Parties further agree to substitute for such invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.
30.6 The Parties to this Agreement acknowledge that they are entitled, at their own cost, to obtain independent legal advice in relation to the contents of this Paragraph 12.1 Agreement and that it is in their sole discretion to either take such advice or otherwise dispense with the necessity of taking such advice.
30.7 The Parties acknowledge that the provisions contained in this Agreement shall limit, abridge or modify the rights of Employer in are fair and to its trade secrets reasonable and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionreflect their overall intention.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 4 contracts
Sources: Deed of Sale, Deed of Sale, Deed of Sale
General. 12.1 Employee acknowledges (a) This Agreement constitutes the entire agreement between the parties on the subject matter herein, and warrants that his breach supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to Saxon. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Saxonica.
(b) A waiver by either party of any term or condition of the provisions contained in Sections 5, 6, 7 this Agreement or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordinglyany breach thereof, in the event of any one instance, shall not waive such a breach of term or condition or any of the subsequent breach.
(c) The provisions of Sections 5, 6, 7 this Agreement which require or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction contemplate performance after the expiration or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision termination of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Agreement shall be deemed to limit Employer’s remedies at law enforceable notwithstanding said expiration or termination.
(d) Titles are inserted for convenience only and shall not affect in equity for any breach by Employee way the meaning or interpretation of this Agreement.
(e) If any provision of this Agreement which may be pursued or availed by Employer. Furthermoreis held invalid, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision remainder of this Agreement will continue in full force and any present effect.
(f) Either Saxonica or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of Licensee may assign this Agreement affected in the case of a merger or sale of substantially all of its respective assets to another entity upon written notice to the other party. This Agreement shall be curtailed binding upon and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties heretoparties, their heirs, legal representatives, successorspermitted successors and assigns.
(g) This Agreement will be governed by the laws of England, and assigns. This Agreementthe parties submit to the exclusive jurisdiction, and Employee’s rights and obligations hereundervenue in, may not be assigned by Employee. Company may assign its rightsthe courts of London, together with its obligations, hereunder England.
(h) Any notice made in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign relation to this Agreement shall be sent to any affiliate the addresses set forth above, or such other address as the intended recipient has previously designated by written notice. The notice shall be sent by courier or overnight service or by facsimile the receipt of Company; provided, however, that no such assignment shall (unless Employee shall so agree which is confirmed in writing.
(i) release Company It is expressly understood that Saxonica and Licensee are business entities independent of liability directly to Employee for one another. Neither the due performance of all of the terms, covenants, and conditions making of this Agreement nor the performance of any part of its terms shall be construed to be complied with and performed by Companyconstitute Licensee as an agent or representative of Saxonica for any purpose. The term “affiliate”, as used in Nor shall this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall Agreement be deemed to mean the possession, directly establish a joint venture or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 4 contracts
Sources: Oem Product License Agreement, Oem Product License Agreement, Oem Product License Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies▇▇.▇. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in ▇▇ the event that any compensation provision or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions part of this Agreement shall inure be deemed void or invalid by a Court of competent jurisdiction, the remaining provisions, or parts of it shall be and remain in full force and effect.
13.2. This Agreement constitutes the entire Agreement between the Parties with respect to their relationship and any and all previous agreements, written or oral, expressed or implied between the benefit Parties or on their behalf relating to their relationship are terminated and cancelled and each of the parties heretoParties forever releases and discharges the other of and from all manner of actions, their heirscauses of action, legal representatives, successors, and assignsclaim or demands whatsoever under or in respect of any agreement.
13.3. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign Any modification to this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree must be in writing) release Company of liability directly to Employee for writing and signed by the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseParties hereto.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance13.4. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State Province of New York applicable ***** and the parties agree that they will attorn to agreements to be wholly performed thereinthe jurisdiction of the Courts of *****.
12.7 The parties hereto expressly agree that it is not the intention 13.5. All terms and words used in this Agreement, regardless of the parties hereto number and gender in which they are used shall be deemed and construed to violate include any public policyother number, statutory singular or common law rulesplural, regulationsand any other gender, treaties masculine or decisions of any government feminine or agency thereof. If any provision neuter as the context or sense of this Agreement is judicially or administratively interpreted any paragraph or construed clause herein may require, the same as being if such words had been fully and properly written in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof the appropriate number and gender.
13.6. Time shall be inoperative in such jurisdiction and of the remainder essence of this agreement shall remain binding upon Agreement and every part thereof.
13.7. This Agreement is personal to the parties hereto and in shall not be assigned without the written consent of the other party hereto, which consent shall not be unreasonably withheld.
13.8. This Agreement shall be binding upon and ensure to the benefit of the Parties hereto, their respective heirs, executors, administrators and assigns.
13.9. The Dental Hygienist confirms that it has been recommended to the Dental Hygienist that the Dental Hygienist consult a solicitor and obtain independent legal advice prior to the execution of this contract. The Dental Hygienist confirms that he or she has voluntarily declined to seek independent legal advice despite being given every opportunity to do so. The Dental Hygienist confirms that he or she has signed this Agreement voluntarily and with full force understanding of the nature and effectconsequences of the Agreement.
Appears in 3 contracts
Sources: Independent Contractors Agreement, Independent Contractors Agreement, Independent Contractors Agreement
General. 12.1 Employee acknowledges (i) The Notes of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and warrants that his breach other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, stock exchange rule or DTC rule or usage or with any rules or regulations pursuant thereto, all as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The Obligor shall furnish any such legends to the Trustee in writing.
(ii) The Definitive Notes, if any, shall be printed, lithographed or engraved or produced by any combination of those methods on steel engraved borders or may be produced in any other manner permitted by any applicable rule of any securities exchange, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.
(iii) The terms and provisions contained in Sections 5the Notes shall constitute, 6and are hereby expressly made, 7 or 8 hereof would result in irreparable damage a part of this Indenture and injury the Obligor and the Trustee, by their execution and delivery of this Indenture expressly agree to Employer which injury could not such terms and provisions and to be adequately compensated by money damages or other legal remediesbound thereby. Accordingly, Nothing in the event preceding sentence shall, however, limit the effect of such a breach the second paragraph of Section 2.02(1). However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of Sections 5, 6, 7 this Indenture shall govern and be controlling. All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or 8 hereof, pursuant to such resolution of the Board of Directors or in addition any such indenture supplemental hereto.
(iv) No Note shall be entitled to any remedies benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
(v) The aggregate principal amount of Notes which may be available authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in or pursuant to Employera resolution of the Board of Directors and set forth in an Officer’s Certificate, Employer or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series:
(a) the title of the Notes of the series (which shall distinguish the Notes of the series from all other Notes);
(b) any limit upon the aggregate principal amount of the Notes of the series that may seek equitable relief be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Section 2.03, 2.04, 2.05, 8.07 or any optional redemption provision pursuant to Section 2.01(1)(v)(f));
(c) the date or dates on which the principal of the Notes of the series is payable;
(d) the rate or rates at which the Notes of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Record Dates, if any, for the determination of Holders to whom interest is payable;
(e) the place or places where the principal of and any premium and interest on the Notes of the series shall be payable;
(f) any optional redemption and any change of control put provisions;
(g) if other than the principal amount thereof, the portion of the principal amount of Notes of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 4.02;
(h) the issue date;
(i) the issue price (expressed as a percentage of the aggregate principal amount of the Notes) at which the Notes will be issued;
(j) if the Notes of the series are issuable in whole or in part in the form of Definitive Notes or as one or more Global Notes, and if so, the identity of the Depositary for such breachesGlobal Notes if other than DTC;
(k) any additions to, deletions of or changes in the Events of Default which apply to any Notes of such Series;
(l) if the Notes of such series will be convertible into or exchangeable for shares of common stock, preferred stock or other securities of the Obligor or any other person, the terms and conditions upon which such Notes will be so convertible or exchangeable, including, without limitationsif applicable, an injunction the conversion or an order for a specific performance. If Employer seeks exchange price or rate, how such price or rate will be calculated and may be adjusted, any mandatory or optional (at the Obligor’s option or at the option of the Holders thereof) conversion or exchange features, and the applicable conversion or exchange period;
(m) any additions to, deletions of or changes in the covenants which apply to enjoin Employee from breaching the Notes of such series; and
(n) any such provision other terms of Sections 5the series (which may supplement, 6, 7 modify or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of delete any provision of this Agreement which Indenture insofar as it applies to such series). Notwithstanding Section 2.01(1)(v)(b) and unless otherwise expressly provided with respect to a series of Notes, the aggregate principal amount of a series of Notes may be pursued or availed by Employer. Furthermoreincreased and additional Notes of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased; provided that, nothing in this Paragraph 12.1 or otherwise contained in this Agreement any such additional Notes shall limithave identical terms as the outstanding Notes of such series, abridge or modify other than, at the rights Obligor’s option, with respect to the date of Employer in issuance, issue price, first Interest Payment Date, interest accrual date and to its trade secrets and confidential information under amount of interest payable on the first Interest Payment Date applicable thereto; provided further, that any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained such additional Notes shall be construed so treated as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company a single class with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies outstanding Notes of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseseries for all purposes under this Indenture.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Indenture (Agilent Technologies, Inc.), Indenture (Agilent Technologies Inc), Indenture (Agilent Technologies Inc)
General. 12.1 Employee acknowledges and warrants that his breach of any Time shall be of the essence in this Agreement,
12.2 This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia, and the Parties hereby attorn to the non-exclusive jurisdiction of British Columbia Courts. Should provisions contained in Sections 5this Agreement fail to comply with the applicable legislation, 6the Agreement shall be interpreted in accordance with those statutory requirements.
12.3 This Agreement and any other agreements expressly incorporated by reference herein, 7 constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or 8 hereof would result negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in irreparable damage and injury order to Employer which injury could not be adequately compensated by money damages or other legal remediesenter into this Agreement. Accordingly, in In the event of such a breach conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
12.4 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto.
12.5 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.
12.6 This Agreement may not be assigned by either Party without the prior consent of the other Party.
12.7 The waiver by either Party of any breach of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge not operate or modify the rights be construed as a waiver by that Party of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law breach of the United States same or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement12.8 The Parties agree to execute and deliver such further and other documents, and neither party shall be bound by perform or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement cause to be complied with performed such further and performed by Company. The term “affiliate”, other acts and things as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed necessary or extended, desirable in order to give full force and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times effect to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to 12.9 The Consultant agrees that following the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision termination of this Agreement is judicially with the Corporation for any reason, the Consultant shall tender his resignation from any position he may hold as an officer or administratively interpreted director of the Corporation or construed as being any Related Corporation.
12.10 Should any provision in violation this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectway.
Appears in 3 contracts
Sources: Executive Consulting Agreement (Lucy Scientific Discovery, Inc.), Executive Consulting Agreement (Lucy Scientific Discovery, Inc.), Executive Consulting Agreement (Lucy Scientific Discovery, Inc.)
General. 12.1 Employee acknowledges and warrants that 3.1 Nothing herein contained shall in any way affect the Indemnitee’s right to resign from his breach of any position as director or officer of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage Indemnitor at any time.
3.2 The indemnity and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in release herein provided for shall survive the event of such a breach of any termination of the provisions Indemnitee’s position as director or officer of Sections 5the Indemnitor, 6the termination of this Agreement, 7 or 8 hereofand shall continue in full force and effect thereafter.
3.3 This Agreement supersedes all prior agreements between the parties with respect to its subject matter. Notwithstanding the forgoing, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing nothing in this Section Agreement shall be deemed to limit Employerdiminish or otherwise restrict an Indemnified Party’s remedies at law or in equity for any breach by Employee of right to indemnification under any provision of this Agreement which may be pursued the Indemnitor’s articles or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictioncorporate law.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto3.4 Unless stated otherwise, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall monies to be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable paid hereunder shall be in excess paid within 10 days of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementbecoming payable.
12.3 No representation, promise, 3.5 The Indemnitee acknowledges that he or inducement she has been made by either party that is not embodied in advised to obtain independent legal advice with respect to entering into this Agreement, that he or she has obtained such independent legal advice or has expressly waived such advice, and neither party shall be bound by that he or liable for any alleged representationshe is entering into this Agreement with full knowledge of the contents hereof, promise, or inducement not so set forthof his own free will and with full capacity and authority to do so.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. 3.6 If any provision of this Agreement is judicially determined to be invalid or administratively interpreted unenforceable in whole or construed in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The parties hereto agree to negotiate in good faith to agree to a substitute provision which shall be as being in violation close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.
3.7 Each party hereto agrees to do all such provision, things and take all such articles, sections, paragraphs, sentences, words, clauses actions as may be necessary or combinations thereof desirable to give full force and effect to the matters contemplated by this Agreement.
3.8 This Agreement shall enure to the benefit of and be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force their respective heirs, executors, administrators, legal representatives, successors and effectpermitted assigns.
3.9 Time shall be of the essence of this Agreement.
3.10 This Agreement and the application or interpretation hereof shall be governed exclusively by its terms and by the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.
Appears in 3 contracts
Sources: Indemnification Agreement (Arbutus Biopharma Corp), Indemnification & Liability (Arbutus Biopharma Corp), Indemnification & Liability (XBiotech Inc.)
General. 12.1 Employee acknowledges 14.1 Except as herein otherwise provided, no subsequent alteration, amendment, change, or addition to this Agreement will be binding upon the parties hereto unless reduced to writing and warrants that his breach signed by the parties.
14.2 This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators and successors.
14.3 The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.
14.4 The Company will, at the Director’s request, provide all necessary documents to the Escrow Agent necessary to carry out the intent of this Agreement. If the Director or the Company is comprised of more than one person, then tender on any one of those persons will be sufficient.
14.5 If any one or more of the provisions contained in Sections 5this Agreement should be invalid, 6illegal or unenforceable in any respect, 7 or 8 hereof would result in irreparable damage the validity legality and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event enforceability of such a breach of provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality, and enforceability of the remaining provisions of Sections 5, 6, 7 will not in any way be affected or 8 hereof, impaired thereby in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 14.6 This Agreement sets forth will be governed by and construed in accordance with the entire agreement laws of British Columbia.
14.7 Any notice required or permitted to be given under this Agreement will be in writing and understanding may be given by delivering, sending by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail. Any notice delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the electronic communication was successfully transmitted, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
14.8 Time is of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements essence of this Agreement.
12.3 No representation, promise, or inducement has been made 14.9 It is understood and agreed by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of the parties to this Agreement shall inure to that the benefit only duties and obligations of the parties hereto, their heirs, legal representatives, successors, Escrow Agent are those specifically stated herein and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseother.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Director's Agreement (Neurokine Pharmaceuticals Inc.), Director's Agreement (Neurokine Pharmaceuticals Inc.), Director's Agreement (Neurokine Pharmaceuticals Inc.)
General. 12.1 Employee acknowledges Except as is set forth in Paragraph 4.3b, COMPANY shall have the first right to conduct and warrants that his breach control, [***], all patent litigation relating to the PATENT RIGHTS during the Term, including the first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, and shall at all times keep LICENSOR informed as to the status of all such litigation. Before COMPANY may commence an action with respect to any infringement of the PATENT RIGHTS, it must obtain the consent of LICENSOR, such consent not to be unreasonably withheld. Thereafter, COMPANY may, in its sole discretion and at its own expense, may institute suit against any such infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, to be shared by COMPANY and LICENSOR in the manner set forth below. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSOR. LICENSOR shall not unreasonably withhold consent of any of the provisions contained in Sections 5settlement, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages consent judgment or other legal remediesvoluntary final disposition of suit that does not admit the invalidity of any patent within PATENT RIGHTS and which does not purport to admit any fault or wrongdoing on the part of LICENSOR. AccordinglyLICENSOR shall reasonably cooperate in any such litigation, [***] including by joining as a party if required by applicable law. If COMPANY elects not to enforce any patent within the PATENT RIGHTS, then it shall so notify LICENSOR in writing within [***] of receiving notice that an infringement or suspected infringement exists. LICENSOR may, in its sole judgment and at its own expense, take steps to enforce any patent and commence, control, settle, and defend any such suit in a manner consistent with the event of such a breach of any of the terms and provisions of Sections 5, 6, 7 or 8 hereof, and recover any damages, awards or settlements resulting therefrom, to be shared by COMPANY and LICENSOR in addition to any remedies which may be available to Employerthe manner set forth below. At LICENSOR’s request, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching COMPANY shall reasonably cooperate with any such provision of Sections 5litigation, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit EmployerLICENSOR’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionexpense.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Exclusive License Agreement, Exclusive License Agreement (Juno Therapeutics, Inc.), Exclusive License Agreement (Juno Therapeutics, Inc.)
General. 12.1 Employee acknowledges 20.1. The End-User may not assign, transfer or otherwise dispose of its rights and warrants that his breach of any obligations under this Agreement without the prior written consent of the provisions contained in Sections Supplier, subject to clause 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated .
20.2. This Agreement is only valid when an Order has been signed by money damages or other legal remedies. Accordingly, in the event of such a breach of any authorised representatives of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionEnd-User.
12.2 20.3. This Agreement sets forth the entire agreement and understanding of between the parties hereto, hereto relating to the subject matter contained herein and supersedes all previous communications, representations, proposals or prior agreements, arrangements, and understandingsagreements between them. Nothing herein contained This clause shall not exclude liability for fraudulent misrepresentation.
20.4. All notices required to be given under this Agreement by one party to the other shall be construed so as to require the commission of any act contrary to law sufficiently given if in writing and wherever there is any conflict between any provision of this Agreement and any present delivered or future statutesent by electronic mail; registered post, lawor facsimile transmission confirmed by post, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting address specified at the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements beginning of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied such other address as the appropriate parties may designate in this Agreementwriting with a reasonable notice period, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure from time to the benefit of the parties hereto, their heirs, legal representatives, successors, and assignstime. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, Notices shall be deemed to mean have been received on delivery if delivered by hand, or on the possessionsecond day after posting if sent by pre-paid letter or, directly or indirectlyif given by facsimile transmission, upon transmission.
20.5. The headings of the power clauses of this Agreement are provided for convenience only and shall not contribute to direct or cause affect the direction meaning or construction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwisesaid clauses.
12.5 20.6. This Agreement may only be amended, modified, superseded, cancelled, renewed or extended, amended by written agreement between the Supplier and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this AgreementEnd-User.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof20.7. If any term, part or provision of this Agreement is judicially held by a court of competent jurisdiction to be invalid, void or administratively interpreted or construed otherwise unenforceable as being in violation of any such provisioncontrary to applicable law or public policy, such articles, sections, paragraphs, sentences, words, clauses or combinations provision shall to the extent reasonably possible be construed in a manner so as to be enforceable and the remaining provisions thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effecteffect and in no way be affected, impaired or invalidated, except by reason thereof the fundamental nature of this Agreement is thereby frustrated.
20.8. Unless contracting with a Sage entity listed in Schedule 1 below, this Agreement and any claims (including any non-contractual claims) arising out of or in connection with this Agreement are governed by the laws South Africa to the exclusion of the international law of conflicts and the UN Sales Convention. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) is South Africa, South Gauteng High Court. End-User must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when End-User knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
Appears in 3 contracts
Sources: Accounting Software License Agreement, Accounting Software License Agreement, Accounting Software License Agreement
General. 12.1 Employee acknowledges This Agreement embodies the entire agreement and warrants that his breach understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and understandings relating to the subject matter hereof (for the avoidance of any doubt, including the Offer Letter). The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the provisions contained parties hereto, and may be waived (or consent for the departure therefrom granted) only by a written document executed by the party entitled to the benefits of such terms or provisions. This Agreement may be executed in Sections 5, 6, 7 or 8 hereof would result in irreparable damage counterparts (and injury to Employer which injury could not may be adequately compensated transmitted by money damages email or other legal remedies. Accordinglyelectronic delivery), in the event each of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law an original and all of which together shall constitute one and the same instrument. The captions and headings in this Agreement are for convenience only and in no way define or in equity for any breach by Employee describe the scope or content of any provision of this Agreement which may be pursued or availed Agreement. All payments made by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in the Company under this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under be reduced by any applicable trade secret, trademark, patent, unfair competition tax or other law of amounts required to be withheld by the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandingsCompany under applicable law. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, rights and obligations hereunder in connection with to any sale, transfer person or other disposition of entity that succeeds to all or substantially all of its business the Company’s business. You may not assign your rights and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for obligations hereunder without the due performance of all prior written consent of the terms, covenants, Company and conditions any such attempted assignment by you without the prior written consent of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, Company shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereofvoid. If any portion or provision of this Agreement is judicially shall to any extent be declared illegal or administratively interpreted or construed as being in violation unenforceable by a court of any such provisioncompetent jurisdiction, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and then the remainder of this agreement Agreement, or the application of such portion or provision hereof in circumstances other than those as to which it is so declared illegal or unenforceable, shall remain binding upon not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement and the rights and obligations of the parties hereto hereunder shall be construed in accordance with and governed by the internal law of Massachusetts, without giving effect to the conflict of law principles of any jurisdiction. By entering into this Agreement, you agree that any action, demand, claim or counterclaim in full force connection with any aspect of your employment with the Company, or any separation of employment (whether voluntary or involuntary) from the Company, shall be brought in the courts of Massachusetts or of the United States of America for the District of Massachusetts, and effectshall be resolved by a judge alone, and you waive and forever renounce your right to a trial before a civil jury.
Appears in 3 contracts
Sources: Employment Agreement (Foghorn Therapeutics Inc.), Employment Agreement (Foghorn Therapeutics Inc.), Employment Agreement (Foghorn Therapeutics Inc.)
General. 12.1 Employee acknowledges 20.1. The End-User may not assign, transfer or otherwise dispose of its rights and warrants that his breach of any obligations under this Agreement without the prior written consent of the provisions contained in Sections Supplier, subject to clause 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated .
20.2. This Agreement is only valid when an Order has been signed by money damages or other legal remedies. Accordingly, in the event of such a breach of any authorised representatives of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionEnd-User.
12.2 20.3. This Agreement sets forth the entire agreement and understanding of between the parties hereto, hereto relating to the subject matter contained herein and supersedes all previous communications, representations, proposals or prior agreements, arrangements, and understandingsagreements between them. Nothing herein contained This clause shall not exclude liability for fraudulent misrepresentation.
20.4. All notices required to be given under this Agreement by one party to the other shall be construed so as to require the commission of any act contrary to law sufficiently given if in writing and wherever there is any conflict between any provision of this Agreement and any present delivered or future statutesent by electronic mail; registered post, lawor facsimile transmission confirmed by post, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting address specified at the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements beginning of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied such other address as the appropriate parties may designate in this Agreementwriting with a reasonable notice period, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure from time to the benefit of the parties hereto, their heirs, legal representatives, successors, and assignstime. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, Notices shall be deemed to mean have been received on delivery if delivered by hand, or on the possessionsecond day after posting if sent by pre-paid letter or, directly or indirectlyif given by facsimile transmission, upon transmission.
20.5. The headings of the power clauses of this Agreement are provided for convenience only and shall not contribute to direct or cause affect the direction meaning or construction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwisesaid clauses.
12.5 20.6. This Agreement may only be amended, modified, superseded, cancelled, renewed or extended, amended by written agreement between the Supplier and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this AgreementEnd-User.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof20.7. If any term, part or provision of this Agreement is judicially held by a court of competent jurisdiction to be invalid, void or administratively interpreted or construed otherwise unenforceable as being in violation of any such provisioncontrary to applicable law or public policy, such articles, sections, paragraphs, sentences, words, clauses or combinations provision shall to the extent reasonably possible be construed in a manner so as to be enforceable and the remaining provisions thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effecteffect and in no way be affected, impaired or invalidated, except by reason thereof the fundamental nature of this Agreement is thereby frustrated.
20.8. Unless otherwise contracting with a Sage entity in Schedule 1 below, this Agreement and any claims (including any non-contractual claims) arising out of or in connection with this Agreement are governed by the laws South Africa to the exclusion of the international law of conflicts and the UN Sales Convention. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) is South Africa, South Gauteng High Court. End-User must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when End-User knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
Appears in 3 contracts
Sources: Annual License Agreement, Annual License Agreement, Premise Accounting License Agreement
General. 12.1 Employee acknowledges 27.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof.
27.2 No alteration, variation or consensual cancellation of this Agreement shall be of any effect unless it is recorded in writing and warrants that his breach signed by the Parties.
27.3 No extension of time or waiver or relaxation of any of the provisions contained in Sections 5or terms of this Agreement or any agreement, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages ▇▇▇▇ of exchange or other legal remedies. Accordinglydocument issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in the event respect of its rights under this Agreement, nor shall it operate so as to preclude such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, Party thereafter from exercising its rights strictly in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in accordance with this Section Agreement.
27.4 No Party shall be deemed to limit Employer’s remedies at law bound by any express or in equity for any breach by Employee of implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
27.5 The Parties agree that if any provision of this Agreement which may be pursued is invalid or availed by Employer. Furthermoreunenforceable in any jurisdiction, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained such provision shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of fully severable from this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall remain in no manner affect full force and effect in such jurisdiction and the right at a later time remaining provisions hereof shall be liberally construed to enforce carry out the same. No waiver by either party provisions and intent hereof.
27.6 Regardless of the breach place of any term execution, performance or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver domicile of the breach of any other term or covenant contained in Parties, this Agreement.
12.6 This Agreement and all modifications and amendments hereof shall be governed by and construed according to under and in accordance with the laws of South Africa. Subject to clauses 21 and 22, the State Parties hereby consent and submit to the non-exclusive jurisdiction of New York applicable the High Court of South Africa (Witwatersrand Local Division) for the purpose of any action or other legal proceedings that either of them may institute with regard to agreements the any matters or claims arising in terms hereof.
27.7 Any payment to be wholly performed thereinmade by any Party under this Agreement shall be made in full without any sell off, restriction, condition, exchange, deduction or change.
12.7 The parties hereto expressly agree 27.8 Each party will to the extent that it is not reasonably able to do so, execute all documents and do all acts and things reasonable required by the intention of other to give effect to the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision terms of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectAgreement.
Appears in 3 contracts
Sources: Transitional Services Agreement, Transitional Services Agreement (Gold Fields LTD), Transitional Services Agreement (Sibanye Gold LTD)
General. 12.1 Employee acknowledges 10.1 This Agreement shall be binding upon and warrants that his breach enure for the benefit of the successors of the Parties. No party hereto shall be entitled to assign any of its rights or purport to transfer any of its obligations hereunder without the provisions contained prior written consent of all the other Party.
10.2 This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter thereof; it is expressly declared that no variations hereof shall be effective unless made in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated writing signed by money damages or other legal remedies. Accordingly, in duly authorised representatives of the event of such a breach of any Parties.
10.3 All of the provisions of Sections 5this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).
10.4 If any provision or part of a provision of this Agreement shall be, 6or be found by any authority or court of competent jurisdiction to be, 7 invalid or 8 hereofunenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
10.5 Any right of rescission or other rights or remedies conferred upon any Party in this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it at law (and, without prejudice to the generality of the foregoing, shall not extinguish any remedies right to damages to which the Party may be available entitled in respect of the breach of this Agreement) and no exercise or failure to Employer, Employer may seek equitable relief for exercise such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching right of rescission shall constitute a waiver by the Party of any such provision other right or remedy.
10.6 No failure of Sections 5any Party to exercise, 6and no delay or forbearance in exercising, 7 any right or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee respect of any provision of this Agreement which shall operate as a waiver of such right or remedy.
10.7 Upon and after Completion, the Company and each Subscriber shall at their own cost do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and necessary to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only give effect to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements terms of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 10.8 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instancescounterparts, and by the Parties on separate counterparts, but shall not be deemed to be, or construed as, a further or continuing waiver effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of any such breach, or a waiver of this Agreement but all the breach of any other term or covenant contained counterparts shall together constitute one and the same instrument
10.9 Time whenever mentioned in this Agreement.
12.6 This Agreement shall be governed of essence.
10.10 No purported variation to this Agreement shall be of any effect unless it is agreed in writing and signed by and/or on behalf of the Parties.
10.11 All payments to be made under this Agreement shall be made in full without any set off or counterclaim and construed according free from any deduction or withholding save as may be required by law, in which event such deduction or withholding shall not exceed the minimum amount which is required by law to deduct or withhold and the payer will simultaneously pay to the laws payee such additional amounts as will result in the receipt by the payee of the State of New York applicable net amount equal to agreements to be wholly performed thereinthe full amount which would otherwise have been receivable had no such deduction or withdrawal been required.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement (CytoMed Therapeutics Pte. Ltd.), Subscription Agreement (CytoMed Therapeutics Pte. Ltd.)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section The Agent shall be deemed to limit Employer’s remedies at law have exercised reasonable care in the custody and preservation of the Collateral if it takes such action for that purpose as the Company shall request in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or protect any rights with respect to the Collateral against prior parties, or to do any act with respect to preservation of the Collateral not so requested by the Company, shall be deemed a failure to exercise reasonable care in equity for the custody or preservation of any breach by Employee Collateral. No delay on the part of the Agent in exercising any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall be effective unless the same shall be in writing and signed and delivered by the Agent, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which may given. All obligations of the Company and all rights, powers and remedies of the Agent and the Banks expressed herein are in addition to all other rights, powers and remedies possessed by them, including, without limitation, those provided by applicable law or in any other written instrument or agreement relating to any of the Liabilities or any security therefor. This Agreement has been delivered at Chicago, Illinois, and shall be pursued or availed construed in accordance with and governed by Employerthe internal laws of the State of Illinois. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in Wherever possible each provision of this Agreement shall limit, abridge or modify the rights of Employer be interpreted in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so such manner as to require the commission of any act contrary to law be effective and wherever there is any conflict between valid under applicable law, but if any provision of this Agreement and any present shall be prohibited by or future statute, invalid under such law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only ineffective to the extent necessary to bring it within legal requirementsof such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable All notices hereunder shall be in excess writing (including facsimile transmission) and shall be sent to the applicable party at its address shown opposite its signature hereto or at such other address as such party may, by written notice to the other party, have designated as its address for such purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent with confirmation of receipt; notices sent by mail shall be deemed to have been given five Business Days after the amount permitted date when sent by any such statuteregistered or certified mail, law, ordinance, postage prepaid; and notices sent by hand delivery or regulation, payment of overnight courier shall be deemed to have been given when received . This Agreement shall be binding upon the maximum amount allowed thereby shall constitute full compliance by Company with and the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this AgreementAgent and their respective successors and assigns, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, Company and assigns. This Agreement, the Agent and Employee’s rights the successors and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all assigns of the terms, covenants, and conditions of this Agreement to be complied with and performed by CompanyAgent. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extendedexecuted in any number of counterparts and by the different parties hereto on separate counterparts, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, each such counterpart shall be deemed to be, or construed as, a further or continuing waiver of any an original but all such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement counterparts shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction together constitute but one and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectsame Agreement. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF THE COMPANY SPECIFIED IN, OR PURSUANT TO, THE CREDIT AGREEMENT, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY, THE AGENT AND (BY ACCEPTING THE BENEFITS HEREOF) EACH BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
Appears in 3 contracts
Sources: Credit Agreement (Santi Group Inc /Ga), Pledge Agreement (Santi Group Inc /Ga), Pledge Agreement (U S Liquids Inc)
General. 12.1 Employee acknowledges The parties acknowledge and warrants agree that:-
11.1 this Lease constitutes the entire contract between them and that his breach no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied have been made by any of the parties or on their behalf except as are recorded herein;
11.2 no relaxation, extension of time, latitude or indulgence which any party (“the grantor”) may ▇▇▇▇, ▇▇▇▇▇ or allow to another (“the grantee”) shall in any way constitute a waiver by the grantor of any of the provisions contained grantor’s rights in Sections 5terms of this Lease and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have then already arisen or which may arise thereafter;
11.3 no alteration, 6variation, 7 amendment or 8 hereof would result in irreparable damage and injury to Employer which injury could not purported consensual cancellation of this Lease or any addition thereto or deletion therefrom shall be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any force or effect unless reduced to writing and signed by or on behalf of the provisions parties hereto;
11.4 they have undertaken to each other to do all such things, take all such steps and to procure the doing of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which all such things and the taking of all such steps as may be available necessary, incidental or conducive to Employerthe implementation of the provisions, Employer may seek equitable relief for such breachesterms, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision conditions and import of Sections 5, 6, 7 or 8, Employee hereby waives this Lease;
11.5 the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Lessor shall be deemed entitled in its sole and absolute discretion to limit Employer’s remedies at law or in equity for appropriate any breach by Employee amounts received from the Lessee towards the payment of any provision cause of this Agreement which may be pursued debt or availed amount owing by Employer. Furthermore, nothing in this Paragraph 12.1 the Lessee to the Lessor whatsoever;
11.6 should the basis or otherwise contained in this Agreement shall limit, abridge accuracy of any measurement or modify the rights calculation or computation of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition dimension or other law area of the United States Leased Premises or Building be disputed by any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained such dispute shall be construed so referred to the Lessor’s Architect for his decision thereon, which shall be given by him as an expert and shall be final and binding;
11.7 a certificate signed by the Lessor’s Auditors of the amount due by the Lessee and the date on which it is payable in terms hereof shall be prima facie evidence of the correctness of the contents thereof;
11.8 if there is a dispute between the Lessor and the Lessee as to require whether the commission of Lessor has unreasonably withheld its consent or approval in any act contrary to law and wherever there is any conflict between any provision of case where this Agreement and any present Lease precludes the Lessor from withholding its consent or future statuteapproval unreasonably, law, ordinance or regulation, then the latter shall prevail, but in such event the provision of this Agreement affected onus shall be curtailed and limited only on the Lessee to prove that the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, Lessor has withheld its consent or approval unreasonably;
11.9 in the event that of the Lessor instructing its Attorneys to take measures for the enforcement of any compensation or of the Lessor’s rights under this Lease, the Lessee shall pay to the Lessor such collection charges and other monies payable hereunder legal costs, on an attorney and own client basis, as shall lawfully be charged by such Attorneys to the Lessor, on demand therefor by the Lessor;
11.10 the liability under this Lease of each of the persons comprising the Lessor shall be in excess joint and several;
11.11 the liability under this Lease of each of the amount permitted by any such statute, law, ordinance, or regulation, payment of persons comprising the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party Lessee shall be bound by or liable for any alleged representation, promise, or inducement not so set forthjoint and several.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
General. 12.1 Employee acknowledges 19.1 Except as required by law or the policies of the CSE (which the Parties acknowledge will, among other things, require this Agreement to be filed on SEDAR and warrants that his breach a press release regarding this Agreement), no public announcement or press release concerning this Agreement or the subject matter hereof may be made by a Party without the prior consent and approval of the other Party, which consent and approval shall not be unreasonably withheld.
19.2 This Agreement (including all schedules attached hereto), any Placement Notices issued pursuant hereto and any Settlement Procedures agreed to by the Parties constitute the entire agreement between the Parties concerning the subject matter hereof, and supersede all other prior and contemporaneous agreements, understandings, negotiations and undertakings (both written and oral) between the Parties concerning the subject matter hereof.
19.3 No amendment to this Agreement shall be valid or binding unless set forth in writing and executed by the Parties. No waiver of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may will be pursued effective or availed binding unless made in writing and signed by Employer. Furthermorethe Party purporting to give the same and, nothing in this Paragraph 12.1 unless otherwise provided, will be limited to the specific breach waived.
19.4 If any one or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law more of the United States provisions hereof, or the application thereof in any other circumstance, is held invalid, illegal or unenforceable as determined by a court of competent jurisdiction.
12.2 This Agreement sets forth , then such provision shall be given full force and effect to the entire agreement fullest possible extent that it is valid, legal and understanding enforceable, and the remainder of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained provisions hereof shall be construed so as to require the commission of any act contrary to law if such invalid, illegal or unenforceable provision was not and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevailhad never been contained herein, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary that giving effect to bring it within legal requirements. Without limiting such provision and the generality remainder of the foregoing, in the event that any compensation or other monies payable hereunder terms and provisions hereof shall be in excess accordance with the intent of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, Parties as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained reflected in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Equity Distribution Agreement (Cresco Labs Inc.), Equity Distribution Agreement, Canadian Equity Distribution Agreement
General. 12.1 Employee acknowledges and warrants that his breach of a. We may change any of the provisions contained terms and conditions in Sections 5this Agreement if new laws or rules make it necessary or for any other good reason. We retain the right to amend, 6, 7 modify or 8 hereof would result in irreparable damage substitute these Terms and injury to Employer which injury could not be adequately compensated by money damages or other legal remediesConditions at any time. Accordingly, in In the event of any material changes, we will endeavour to provide you with 30 days’ notice in writing in advance of doing so. Any such modification, amendment or substitution will also be posted on our website. If you do not object to the modification, amendment or substitution via written notice to us within 30 days of us having notified you, the new Terms and Conditions in their entirety shall then be deemed to supersede any and all preceding Agreements between the Parties.
b. In the event that we fail to apply any aspect of this Agreement at any time, any action, concession, exception or time that we allow you only applies to the specific circumstances in which we give it. It does not affect our rights under this Agreement in any other way.
c. English law will apply to this Agreement and you and we agree to the exclusive jurisdiction of the English courts.
d. If a breach clause or condition of this Agreement is not legally effective, the rest of this Agreement remains effective. We may replace any clause or condition that is not legally effective with a clause or condition of similar meaning that is. This Agreement is made solely and specifically between and for the benefit of the Parties and is not intended to be for the benefit of, and shall not be enforceable by any person who is not named at the date of this Agreement as a Party to it, and neither Party can declare itself a trustee of the rights under it for the benefit of any third party. The terms of the provisions of Sections 5this Agreement will apply jointly and severally to all those agreeing to take Services under this Agreement.
e. A reference in this Agreement to a statutory provision will, 6unless expressly provided otherwise, 7 or 8 hereof, in addition be interpreted as a reference to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5as amended or re-enacted.
f. In this Agreement unless the context otherwise requires words in the singular include the plural and vice versa; and words implying any gender include all genders.
g. This Agreement represents the entire understanding between you and us in relation to the subject matter herein and supersedes all other agreements or representations made by you or us, 6whether oral or written.
h. Unless we clearly state to the contrary in any offers or promotions that we make or as otherwise specifically agreed by us, 7 you will only be eligible to benefit from one promotional offer or 8, Employee hereby waives discount applicable to the defense that Employer has or will then have an adequate remedy at lawServices. Nothing in this Section Clause shall be deemed imply the existence of your right to limit Employer’s remedies at law any promotional offer or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictiondiscount.
12.2 This i. Any Appendixes attached to this current Agreement sets forth or added in the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall future are to be construed so treated as to require the commission of any act contrary to law and wherever there is any conflict between any provision of wholly incorporated into this Agreement and form an integral part thereof.
j. Any external links on any present of our websites are not under our control, and as such we cannot be held responsible for any content found on these sites. We endeavour to supply 3rd party links that we believe will be for the wider benefit our customers and this by no way assumes any endorsement in whole or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only part by us to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event content that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementfound on these sites.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Terms and Conditions, Terms and Conditions for Satellite Broadband Services, Terms and Conditions for Satellite Broadband Services
General. 12.1 Employee acknowledges (a) This Agreement sets out the entire agreement between Plymouth Albion and warrants the Client. It supersedes any prior proposal, assurance, agreement, understanding or arrangement, whether oral or written, between Plymouth Albion and the Client, in relation to bookings that his they apply to. All other guarantees, warranties, representations or conditions whether expressed or implied howsoever are excluded and hereby negated.
(b) Any breach of this Agreement by any of the provisions contained in Sections 5, 6, 7 Client’s guests or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section invitees shall be deemed to limit Employer’s remedies at law or in equity be a breach of this Agreement by the Client.
(c) Should any part of this Agreement for any breach by Employee reason prove ineffective or unenforceable that provision or part- provision shall, to the extent required, be deemed to be deleted, and the validity of the remaining terms and conditions shall not be affected and shall be enforceable. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
(d) No delay or omission on the part of Plymouth Albion in exercising any right, power or remedy provided by law shall impair such right, power or remedy, or operate as a waiver thereof.
(e) No alterations to the Agreement which made between the Client and Plymouth Albion for the booking, sale and use of any Hospitality Package(s), may be pursued made except with the express written consent of Plymouth Albion.
(f) Plymouth Albion shall be entitled to assign or availed by Employersubcontract any of its rights, benefits and interests in or under the Agreement to any third Parties. FurthermoreThe Client shall not assign, nothing in this Paragraph 12.1 transfer or otherwise contained charge the benefits of the Hospitality Package(s) without the express written consent of Plymouth Albion.
(g) The headings in this Agreement are inserted only for convenience and shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionnot affect their construction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this (h) The Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring disputes under it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to in accordance with the laws of England and Wales and shall be subject to the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention exclusive jurisdiction of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction English and Welsh courts and the remainder Client shall irrevocably submit to the exclusive jurisdiction of this agreement shall remain binding upon the parties hereto and in full force and effectcourts of England & Wales.
Appears in 3 contracts
Sources: Corporate Hospitality Agreement, Corporate Hospitality Terms and Conditions, Corporate Hospitality Agreement
General. 12.1 15.1 This Agreement is in substitution for all previous contracts of service between the Company and the Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law have been terminated by mutual consent as from the date on which this Agreement commences.
15.2 This Agreement constitutes the entire agreement amongst the parties hereto and supersedes any previous agreements or arrangements (written or oral) between them relating to the subject matter hereof. Each of the parties hereto acknowledges that it is not relying on any statements, warranties or representations given or made by the other party relating to the subject matter hereof, save as expressly set out in equity for this Agreement.
15.3 No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any party of any breach by Employee of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. If at any time any provision of this Agreement which may be pursued is or availed by Employer. Furthermorebecomes illegal, nothing invalid or unenforceable in this Paragraph 12.1 or otherwise contained in this Agreement shall limitany respect, abridge or modify the rights of Employer in legality, validity and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law enforceability of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The remaining provisions of this Agreement shall inure not be affected or impaired thereby. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
15.4 If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the benefit other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
15.5 While CLAUSE 12 and CLAUSE 13 are considered by the parties to be reasonable in all the circumstances, it is agreed that if such clauses as a whole are adjudged to go beyond what is reasonable for the protection of the parties hereto, their heirs, legal representatives, successorsconfidential information and other legitimate investment interests of the Company or any Associated Company, and assigns. to be unenforceable, but would be adjudged reasonable if any part or parts thereof were deleted, such clauses shall apply as if such unreasonable part or parts had been deleted.
15.6 The parties agree that a construction of this Agreement that results in all provisions being enforceable is to be preferred to a construction that does not so result.
15.7 This Agreement, and Employee’s rights and obligations hereunder, Agreement may not be assigned modified or varied except by Employee. Company may assign its rights, together with its obligations, hereunder an instrument in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed writing signed by both of the parties hereto, hereto or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementtheir duly authorized representative.
12.6 15.8 This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 Hong Kong. The parties hereto expressly irrevocably agree that it is not the intention courts of Hong Kong have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. SCHEDULE 1 Basic Salary: HK$480,000 per annum SCHEDULE 2 Discretionary Bonus The Employee shall be eligible to receive a discretionary annual bonus. Payment of such bonus and the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations amount (if any) thereof shall be inoperative at the entire discretion of the Company determined by them using such criteria as they consider appropriate, including, but not limited to, whether the Company has made audited profits after tax and minority interest but before extraordinary items of over HK$100 million, the performance of the Group and of the Employee during the period in question, provided always that such jurisdiction and the remainder bonus (if any) shall not exceed 1% of this agreement shall remain binding upon the parties hereto and in full force and effectsuch profits.
Appears in 3 contracts
Sources: Service Agreement (Ninetowns Digital World Trade Holdings LTD), Service Agreement (Ninetowns Digital World Trade Holdings LTD), Service Agreement (Ninetowns Digital World Trade Holdings LTD)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 11.1 This Agreement sets forth Licence constitutes the entire agreement and understanding of the parties hereto, and supersedes all prior agreementscommunications, arrangements, understandings and understandings. Nothing herein contained shall be construed so as agreements relating to require the commission of any act contrary to law and wherever there is any conflict between any provision subject matter of this Agreement Licence, whether oral or written.
11.2 Alterations to this Licence and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary Schedules to bring it within legal requirements. Without limiting the generality of the foregoing, this Licence are only valid if they are recorded in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted writing and signed by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementboth parties.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. 11.3 This Agreement, and Employee’s rights and obligations hereunder, Licence may not be assigned by Employee. Company either party to any other person or organisation, nor may assign its rights, together with either party sub-contract any of its obligations, hereunder except as provided in connection with any salethis Licence in respect of the management and operation of the Server, transfer or without the prior written consent of the other disposition of party, which consent shall not unreasonably be withheld.
11.4 If rights in all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all part of the termsLicensed Materials are assigned to another publisher, covenants, the Publisher shall use its best endeavours to ensure that the terms and conditions of this Agreement Licence are maintained.
11.5 Any notices to be complied with and performed served on either of the parties by Company. The term “affiliate”, the other shall be sent by prepaid recorded delivery or registered post to the address of the addressee as used set out in this agreement, shall mean any corporation, firm, partnership, Licence or to such other entity controlling, controlled address as notified by or under common control with Companyeither party to the other as its address for service of notices. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, All such notices shall be deemed to mean the possessionhave been received within 14 days of posting.
11.6 Neither party’s delay or failure to perform any provision of this Licence, directly as result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnershipInternet failures, or other entity, whether through ownership of voting securities damage to or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance destruction of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, network facilities) shall be deemed to be, or construed asto give rise to, a further breach of this Licence.
11.7 The invalidity or continuing waiver un-enforceability of any such breachprovision of this Licence shall not affect the continuation or enforceability of the remainder of this Licence.
11.8 Either party’s waiver, or failure to require performance by the other, of any provision of this Licence will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the breach of any other term or covenant contained in this Agreementprovision itself.
12.6 11.9 This Agreement Licence shall be governed by and construed according in accordance with English law; the parties irrevocably agree that any dispute arising out of or in connection with this Licence will be subject to and within the laws jurisdiction of the State courts of New York applicable to agreements to be wholly performed thereinEngland.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Read and Publish Agreement, Read and Publish Agreement, Read and Publish Agreement
General. 12.1 Employee acknowledges 11.1. The TISE Entities will collect, process and warrants that his breach of any of retain data provided by the provisions contained Contributor and its Users in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer accordance with the privacy statement which injury could not can be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performancelocated at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/ privacy-statement
11.2. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement the Agreement, MyTISE Terms and any present Conditions the Listing Rules or future statute, law, ordinance Membership Rules then the relevant Listing Rules or regulation, the latter Membership Rules shall prevail.
11.3. If any of these terms or conditions are determined to be illegal, but invalid or otherwise unenforceable by reason of the laws of any state or country in such event the provision of this Agreement affected shall which they are intended to be curtailed and limited only effective, then to the extent and within the jurisdiction in which that term or condition is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms and Conditions and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
11.4. The Authority may revise, amend and/or update the MyTISE Terms and Conditions as necessary from time to bring it within legal requirementstime and without prior notice.
11.5. Without limiting The headings in the generality Agreement and MyTISE Terms and Conditions are for convenience only and shall not affect the interpretation of any term.
11.6. Neither party may assign or purport to assign or transfer a right or obligation under the Agreement or the MyTISE Terms and Conditions without the prior written consent of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementparty.
12.3 No representation, promise, 11.7. The parties acknowledge that no failure or inducement has been made delay by either party in exercising any right, power or privilege under the Agreement or the MyTISE Terms and Conditions shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege under the Agreement or the MyTISE Terms and Conditions shall preclude any other future or other exercise thereof.
11.8. The parties acknowledge that is not embodied in this Agreementthe Agreement and MyTISE Terms and Conditions constitute the entire understanding and agreement between the parties relating to the subject matter hereof, and neither party supersedes all other understandings and agreements.
11.9. The parties acknowledge that the MyTISE Terms and Conditions shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together construed in accordance with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State Island of New York applicable Guernsey and shall be subject to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention exclusive jurisdiction of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions Royal Court of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectGuernsey.
Appears in 3 contracts
Sources: Contributor Agreement, Contributor Agreement, Contributor Agreement
General. 12.1 Employee acknowledges 17.1 This Agreement shall be construed and warrants that his breach of any enforced in accordance with the laws of the Province of Alberta, and the Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions contained in Sections 5this Agreement fail to comply with the applicable legislation, 6the Agreement shall be interpreted in accordance with those statutory requirements.
17.2 This Agreement and any other agreements expressly incorporated by reference herein, 7 constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede and replace any and all prior agreements, undertakings, representations or 8 hereof would result negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in irreparable damage and injury order to Employer which injury could not be adequately compensated by money damages or other legal remediesenter into this Agreement. Accordingly, in In the event of such a breach conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
17.3 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto.
17.4 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.
17.5 This Agreement is a personal services agreement and may not be assigned by either Party without the prior written consent of the other Party.
17.6 The waiver by either Party of any breach of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge not operate or modify the rights be construed as a waiver by that Party of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law breach of the United States same or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement17.7 The Parties agree to execute and deliver such further and other documents, and neither party shall be bound by perform or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement cause to be complied with performed such further and performed by Company. The term “affiliate”, other acts and things as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed necessary or extended, desirable in order to give full force and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times effect to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This 17.8 The Executive agrees that following the termination of the Executive's employment with the Corporation for any reason, the Executive shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation.
17.9 In the event of a Change of Control, the Corporation will use its reasonable commercial efforts to obtain and pay for directors' and officers' liability insurance on a "trailing" or "run off" basis for the Executive, covering claims made prior to or within three years from the date of the Change of Control, such insurance to provide coverage substantially equivalent in scope and coverage to that provided by the Corporation's directors and officers insurance policy, if any, in effect immediately prior to the Change of Control.
17.10 The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits.
17.11 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed thereinaffected or impaired thereby in any way.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Executive Employment Agreement (Oilsands Quest Inc), Executive Employment Agreement (Oilsands Quest Inc), Executive Employment Agreement (Oilsands Quest Inc)
General. 12.1 Employee acknowledges 9.1 This Escrow Agreement shall be governed by and warrants that his breach of any be construed and enforced in accordance with the laws of the State of New York, exclusive of conflicts of laws provisions contained thereunder. The parties hereto consent to the jurisdiction of all courts of the State of New York and the venue of the courts located in Sections 5the county in which the Escrow Agent is located to resolve all disputes pertaining to this Agreement and any ancillary agreements entered into in furtherance of the purposes hereof and agree that such jurisdiction shall be exclusive. Each party hereto irrevocably waives any objection on the grounds of venue, 6forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, 7 or 8 hereof would result in irreparable damage and injury if it is unable to Employer which injury could not be adequately compensated by money damages perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other legal remedies. Accordingly, causes reasonably beyond its control.
9.2 The section headings contained herein are for reference purposes only and shall not in any way affect the event of such a breach of any of the provisions of Sections 5, 6, 7 meaning or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision interpretation of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionAgreement.
12.2 9.3 This Agreement sets forth the entire agreement and understanding of the parties hereto, in respect to this Agreement and supersedes all prior agreements, arrangements, arrangements and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only understandings relating to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementsubject matter hereof.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 9.4 This Agreement may be amended, modified, superseded, cancelled, renewed superseded or extendedcanceled, and any of the terms or covenants conditions hereof may be waived, only by a written instrument executed by both of the parties heretoeach party hereto or, or in the case of a waiver, by the party waiving compliance. The failure of either any party at any time or times to require performance of any provisions provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either of any party of any condition, or of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, instances shall be deemed to be, or be construed as, as a further or continuing waiver of any such breach, condition or breach or a waiver of any other condition or of the breach of any other term or covenant contained in terms of this Agreement.
12.6 9.5 This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.
9.6 This Agreement shall be governed by and construed according inure to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention benefit of the parties hereto and their respective successors and assigns.
9.7 The Escrow Agent shall have the right to violate withhold an amount equal to the amount due and owing to the Escrow Agent, plus any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectAgreement.
Appears in 3 contracts
Sources: Escrow Agreement (ICON Leasing Fund Twelve, LLC), Escrow Agreement (ICON Leasing Fund Twelve, LLC), Escrow Agreement (ICON Leasing Fund Eleven, LLC)
General. 12.1 Employee acknowledges 9.1 The relationship between NAB and warrants that his breach GWB is one of independent contractors and not one of employer and employee or of partnership, and nothing in this Agreement and no action by the parties pursuant to this Agreement shall be taken to imply the contrary.
9.2 Neither party may assign, delegate, transfer or sub-contract its rights and obligations without the prior written consent of the other party.
9.3 If NAB sub-contracts any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage Services to a third party they will continue to be contractually liable to GWB for those sub-contracted services and injury to Employer which injury could not shall be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of responsible for ensuring that the provisions of Sections 5, 6, 7 or 8 hereof, this Agreement are included in addition the sub-contract to any remedies which ensure that GWB is able to monitor and audit the sub-contractor.
9.4 The terms and conditions of this Agreement may be available varied at any time by the prior agreement between the parties in writing.
9.5 Either party may vary the terms of this Agreement forthwith by giving written notice to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction the other party at any time if required to do so by the FSA or an order for a specific performance. by any change to the Legislation and Regulations.
9.6 If Employer seeks to enjoin Employee from breaching at any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of time any provision of this Agreement which may be pursued is or availed by Employer. Furthermorebecomes illegal, nothing invalid or unenforceable in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify any respect under the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of any jurisdiction, that shall not affect or impair:
9.6.1 the United States legality, validity or enforceability in that jurisdiction of any other provisions of this Agreement; or
9.6.2 the legality, validity or enforceability under the law of any other jurisdiction of that or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation9.7 Neither party shall be liable in any way for any delay, promisehindrance or failure to perform its obligations or for loss, damage or inducement has been made delay incurred by the other party resulting from circumstances beyond its reasonable control.
9.8 The failure by either party that is not embodied in this Agreement, and neither party shall be bound by to enforce at any time or liable for any alleged representation, promise, period any one or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit more of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, terms and conditions of this Agreement to shall not be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, a waiver of them or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party right at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time subsequently to enforce the same. No waiver by either party all terms and conditions of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 9.9 Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
9.10 This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention England and each of the parties hereto submits to violate the exclusive jurisdiction of the English Courts as regards any public policy, statutory claim or common law rules, regulations, treaties matter arising under this Agreement.
9.11 Any notice or decisions of any government other communication given or agency thereof. If any provision of made under or in connection with the matters contemplated by this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in writing or in such jurisdiction form as may be agreed between the parties from time to time.
9.12 This Agreement may be executed in any number of documents or counterparts each in the like form, all of which taken together shall constitute one and the remainder same document and any party may execute this Agreement by signing any one or more of this agreement shall remain binding upon the parties hereto and in full force and effectsuch documents or counterparts.
Appears in 3 contracts
Sources: Transitional Services Agreement (Great Western Bancorp, Inc.), Transitional Services Agreement (Great Western Bancorp, Inc.), Transitional Services Agreement (Great Western Bancorp, Inc.)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. (a) Nothing in this Section Agreement shall confer upon the Optionee any right to continue in the employ or other service of the Company or any Subsidiary, or shall limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate the employment or other service of the Optionee or adjust the compensation of the Optionee.
(b) The Optionee shall have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to the Optionee of a stock certificate for such shares or the date of entry of a credit for such shares in a book entry account in the name of the Optionee.
(c) This Agreement shall be deemed to limit Employerbinding upon the successors and assigns of the Company and upon the Beneficiary, estate, legal representatives, legatees and heirs of the Optionee.
(d) Any waiver by a party of another party’s remedies at law performance of, or in equity for any breach by Employee compliance with, the obligations under this Agreement shall not operate, or be construed, as a waiver of any subsequent failure by such other party to perform or comply.
(e) Any term or provision of this Agreement which may be pursued that is invalid or availed by Employer. Furthermore, nothing unenforceable in this Paragraph 12.1 any situation in any jurisdiction shall not affect the validity or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law enforceability of the United States remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writingf) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable Delaware, without regard to agreements to be wholly performed thereinthe principles of conflicts of laws thereof.
12.7 (g) The parties hereto expressly agree Option is intended to qualify as an “Option” that it is not a “Non-Statutory Stock Option” as defined in the intention Plan, a copy of which has been or is herewith being supplied to the Optionee and the terms and conditions of which are hereby incorporated in this Agreement by reference. Any provision of the parties hereto Plan to violate any public policythe contrary notwithstanding, statutory no equitable adjustment or common law rulesother change may be made to the Option pursuant to Section 10 of the Plan or otherwise that would cause the Option to fail to qualify as an option that “does not provide for a deferral of compensation” within the meaning of Treasury Regulation section 1.409A-1(b)(5)(i)(A), regulationsor that would constitute a modification of the Option under Treasury Regulation section 1.409A-1(b)(5)(v)(B). For the avoidance of doubt, treaties and without limiting the generality of the foregoing, neither the exercise price nor the number of shares subject to the Option may be equitably adjusted pursuant to Section 10 of the Plan to reflect a stock split (including a reverse stock split) or decisions stock dividend unless the conditions set forth in the second sentence of any government or agency thereofTreasury Regulation section 1.409A-1(b)(5)(v)(H) are satisfied such that there will be no modification of the Option under Treasury Regulation section 1.409A-1(b)(5)(v)(B).
(h) The Option is intended to qualify as an option that “does not provide for a deferral of compensation” within the meaning of Treasury Regulation section 1.409A-1(b)(5)(i)(A). If The Option and this Agreement shall be administered, interpreted and construed to carry out such intention, and any provision of this Agreement is judicially that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or administratively interpreted guarantee that the Option does not provide for such a deferral of compensation, nor does the Company make any other representation, warranty or construed guaranty to the Optionee as being to the tax consequences of the Option or this Agreement.
(i) Except as otherwise provided in violation Section 13 below, this Agreement may only be amended in a writing signed by the Optionee and an officer of any the Company (other than the Optionee) duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such provisionsubject matter, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder parties have made no agreements, representations or warranties relating to the subject matter of this agreement shall remain binding upon the parties hereto and in full force and effectAgreement which are not set forth herein.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Barnes Group Inc), Non Qualified Stock Option Agreement (Barnes Group Inc), Non Qualified Stock Option Agreement (Barnes Group Inc)
General. 12.1 Employee acknowledges 16.1 This Agreement shall be construed and warrants that his breach of any enforced in accordance with the laws of the Province of Alberta, and the Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions contained in Sections 5this Agreement fail to comply with the applicable legislation, 6the Agreement shall be interpreted in accordance with those statutory requirements.
16.2 This Agreement and any other agreements expressly incorporated by reference herein, 7 constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or 8 hereof would result negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in irreparable damage and injury order to Employer which injury could not be adequately compensated by money damages or other legal remediesenter into this Agreement. Accordingly, in In the event of such a breach conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
16.3 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto.
16.4 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.
16.5 This Agreement is a personal services agreement and may not be assigned by either Party without the prior written consent of the other Party.
16.6 The waiver by either Party of any breach of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge not operate or modify the rights be construed as a waiver by that Party of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law breach of the United States same or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement16.7 The Parties agree to execute and deliver such further and other documents, and neither party shall be bound by perform or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement cause to be complied with performed such further and performed by Company. The term “affiliate”, other acts and things as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed necessary or extended, desirable in order to give full force and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times effect to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This 16.8 The Executive agrees that following the termination of the Executive's employment with the Corporation for any reason, the Executive shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation.
16.9 In the event of a Change of Control, the Corporation will use its reasonable commercial efforts to obtain and pay for directors' and officers' liability insurance on a "trailing" or "run off" basis for the Executive, covering claims made prior to or within six years from the date of the Change of Control, such insurance to provide coverage substantially equivalent in scope and coverage to that provided by the Corporation's directors and officers insurance policy, if any, in effect immediately prior to the Change of Control.
16.10 The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits.
16.11 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed thereinaffected or impaired thereby in any way.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 15.1 This Agreement (which includes the content of all schedules hereto) embodies and sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior oral or written agreements, arrangements, and understandingsunderstandings or arrangements relating to the subject matter of this Agreement. Nothing herein contained Neither party shall be construed so as entitled to require the commission of rely on any act contrary to law and wherever there agreement, understanding or arrangement which is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but not expressly set forth in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 15.2 This Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorised representatives of the parties.
15.3 In the event that either party requires the other party to execute any further document which may be reasonably required for the purpose of recording or memorialising any licence granted hereunder, the party receiving such request shall promptly execute such further document provided that the terms of such document are substantially similar to the terms of the licence granted herein and do not operate to modify, amend or supplement in any way the terms of the licence granted herein.
15.4 No representationfailure or delay on the part of either party hereto to exercise any right or remedy under this Agreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy under this Agreement preclude the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
15.5 Any announcement, promise, disclosure or inducement has been publicity relating to a Typhoid Project or the contents of this Agreement shall not be made by either party that is not embodied hereto without first obtaining the written approval of the other. Nothing shall restrict a party from making any disclosure of a Typhoid Project or the contents of this Agreement as required by law or regulation, nor, in response to third party enquiries, from acknowledging the existence of this AgreementAgreement as a development agreement in respect of attenuated strains of Salmonella Typhi for human vaccines.
15.6 Nothing herein shall constitute the relationship of employer and employee or any partnership, and it is expressly agreed that neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forthhereto will hold itself out as an agent of the other party.
12.4 The provisions of this 15.7 This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, legal representatives, successors, successors and permitted assigns. This Nothing in this Agreement, and Employee’s rights and obligations hereunderexpressed or implied, may not be assigned by Employee. Company may assign its rightsis intended to confer upon any person, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of than the parties hereto, any rights or in the case remedies under or by reason of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws 15.8 The invalidity or unenforceability of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provisionshall not affect the other provisions hereof, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof and the Agreement shall be inoperative construed in all respects as if such jurisdiction invalid or unenforceable provisions were omitted. Furthermore, upon the request of either party hereto, the parties to this Agreement shall add, in lieu of such invalid or unenforceable provisions, provisions as similar in terms to such invalid or unenforceable provisions may be possible and legal, valid and enforceable.
15.9 The captions to the remainder clauses contained in this Agreement are for reference only, they do not form a substantive part of this agreement Agreement, and shall remain binding upon not restrict or enlarge any substantive provision of this Agreement.
15.10 This Agreement may be executed in any number of counterparts, each of which shall be considered an original but all of which shall constitute the parties hereto Agreement by and in full force and effectamong the parties.
Appears in 3 contracts
Sources: Assignment and Variation Agreement (Peptide Therapeutics Group PLC), Assignment and Variation Agreement (Peptide Therapeutics Group PLC), Assignment and Variation Agreement (Peptide Therapeutics Group PLC)
General. 12.1 Employee acknowledges 39.1 Each and warrants that his breach every provision of any this Trust Deed (excluding only those provisions which are essential at law for a valid and binding trust deed to be constituted) shall be deemed to be separate and severable from the remaining provisions of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remediesthis Trust Deed. Accordingly, in the event of such a breach of If any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies this Trust Deed (excluding only those provisions which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order are essential at law for a specific performance. If Employer seeks valid and binding agreement to enjoin Employee from breaching be constituted) is found by any court of competent jurisdiction to be invalid and/or unenforceable then, despite such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulationinvalidity and/or unenforceability, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The remaining provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, Trust Deed shall be deemed to mean the possession, directly or indirectly, and remain of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
39.2 The expiration, cancellation or other termination of this Trust Deed shall not affect those provisions of this Trust Deed which expressly provide that they will operate after such expiration, cancellation or other termination or which of necessity must continue to endure after such expiration, cancellation or other termination, despite that the relevant clause may not expressly provide for such continuation.
39.3 This Trust Deed constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties regarding the subject matter hereof other than those set out herein are binding on the parties.
39.4 Subject to clause 35, no addition to or variation, or novation of this Trust Deed and no waiver of any right arising from this Trust Deed or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.
39.5 No latitude, extension of time or other indulgence which may be given or allowed by any party to the other parties in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any party arising from this Trust Deed, and no single or partial exercise of any right by any party under this Trust Deed, shall in any circumstances be construed to be an implied consent or election by such party or operate as a waiver or a novation of or otherwise affect any of the party’s rights in terms of or arising from this Trust Deed or estop or preclude any such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
Appears in 3 contracts
Sources: Trust Deed (Harmony Gold Mining Co LTD), Trust Deed (Harmony Gold Mining Co LTD), Trust Deed (Harmony Gold Mining Co LTD)
General. 12.1 Employee acknowledges 35.1 Each of the obligations, warranties and warrants that his breach undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and shall not be affected by the waiver of any of condition or any notice given by the provisions contained relevant Party in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach respect of any of the provisions of Sections 5condition.
35.2 Where any obligation, 6, 7 warranty or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing undertaking in this Section agreement is expressed to be made, undertaken or given by two or more parties, they shall be deemed to limit Employer’s remedies at law or jointly and severally responsible in equity for any breach by Employee respect of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionit.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever 35.3 If there is any conflict between any provision the terms of this Agreement agreement and any present or future statute, law, ordinance or regulationother Transaction Document, the latter terms of this agreement shall prevail.
35.4 Other than in relation to clause 7 (including Schedule 10) and clause 23.3, but time is not of the essence in such event relation to any obligation under this agreement unless:
(a) time is expressly stated to be of the provision essence in relation to that obligation; or
(b) one Party fails to perform an obligation by the time specified in this agreement and the other Party/ies serve(s) a notice on the defaulting Party requiring it to perform the obligation by a specified time and stating that time is of the essence in relation to that obligation.
35.5 This agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any Party (including any duly authorised representative of a Party) may enter into this agreement by executing a counterpart. Faxed or scanned signatures are taken to be valid and binding to the same extent as original signatures. Delivery of a counterpart of this Agreement affected agreement by email attachment shall be curtailed an effective mode of delivery.
35.6 The rights of each Party under this agreement:
(a) may be exercised as often as necessary (in whole or in part);
(b) except as otherwise expressly provided in this agreement, are cumulative and limited not exclusive of rights and remedies provided by law; and
(c) may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right and will not affect any such right in relation to any other Party.
35.7 Nothing in this agreement or any other Transaction Document will be deemed to constitute a partnership between the extent necessary parties or, unless this agreement expressly provides otherwise, make any Party the agent of any other Party for any purpose.
35.8 Except as otherwise expressly stated in this agreement, a person who is not a Party to bring it within legal requirements. Without limiting this agreement may not enforce any of its terms under the generality Contracts (Rights of the foregoing, in the event that Third Parties) ▇▇▇ ▇▇▇▇.
35.9 No amendment of this agreement (or of any compensation or other monies payable hereunder Transaction Document) shall be valid unless it is in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, writing and neither party shall be bound duly executed by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance on behalf of all of the terms, covenants, Parties to it.
35.10 The Parties acknowledge and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used agree that nothing in this agreement, shall mean agreement (or any corporation, firm, partnership, other Transaction Document) will require any other Party to carry out any act or other entity controlling, controlled by make any omission that may constitute or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used result in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the an actual breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this AgreementEconomic Sanctions Law.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Contribution and Framework Agreement, Contribution and Framework Agreement (VEON Ltd.), Contribution and Framework Agreement (VimpelCom Ltd.)
General. 12.1 Employee acknowledges and warrants that his breach (1) Time shall be of the essence of this Agreement.
(2) No relaxation forbearance delay or indulgence by the Owner in enforcing any of the provisions Terms and Conditions or the granting of time by the Owner to the Hirer shall prejudice affect or restrict the rights and powers of the Owner hereunder nor shall any waiver by the Owner of any breach hereof operate as a waiver of any subsequent or any continuing breach thereof.
(3) The Terms and Conditions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any favour of the provisions of Sections 5, 6, 7 or 8 hereof, Owner shall be in addition to any remedies which may be available to Employer, Employer may seek equitable relief and not in substitution for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing terms and conditions implied in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law favour of the United States or any other jurisdictionOwner under a hire purchase agreement at common law except in so far as such implied terms and conditions are inconsistent with the Terms and Conditions.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing (4) The schedules mentioned herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision form part of this Agreement and any present reference to a clause or future statute, law, ordinance schedule is to a clause or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements schedule of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is (5) Headings shall not embodied in form part of this Agreement, Agreement and neither party are for reference only.
(6) Words importing the singular number only shall be bound include the plural and vice versa and words importing persons shall include firms and corporations.
(7) Any provision of this Agreement prohibited by or liable for rendered unlawful or unenforceable under any alleged representationapplicable law actually applied by any court of competent jurisdiction shall, promiseto the extent required by such law, or inducement not be severed from this Agreement and rendered ineffective so set forth.
12.4 The far as is possible without modifying the remaining provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and (8) Where the terms or covenants hereof provisions of any such applicable law may be waived, only they are hereby waived by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common the full extent permitted by such law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of to the end that this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative a valid and binding agreement enforceable in such jurisdiction accordance with its terms.
(9) Nothing contained herein is intended to grant to any third party any right to enforce any term hereof or to confer on any third party any benefits hereunder for the purposes of the Contracts (Rights of Third Parties) Ordinance and the remainder application of this agreement shall remain binding upon the parties hereto and in full force and effectsaid Ordinance is expressly excluded.
Appears in 3 contracts
Sources: Hire Purchase Agreement, Hire Purchase Agreement, Hire Purchase Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall be binding upon and inure to the benefit of the parties heretorespective successors, their assigns, heirs, legal representatives, successors, beneficiaries and assigns. This Agreement, representatives of Borrower and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of CompanyORIX; provided, however, that no such Borrower may not assign or transfer any of its rights under this Agreement without the prior written consent of ORIX, and any prohibited assignment shall (unless Employee be void. No consent by ORIX to any assignment shall so agree in writing) release Company of Borrower from its liability directly to Employee for the due performance Obligations. If Borrower consists of all of the termsmore than one Person, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, their liability shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management joint and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extendedseveral, and the terms or covenants hereof may be waived, only by a written instrument executed by both compromise of the parties heretoany claim with, or in the case of release of, any Borrower shall not constitute a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breachcompromise with, or a waiver of the breach of release of, any other term or covenant contained in this Agreement.
12.6 Borrower. This Agreement and all acts, transactions disputes and controversies arising hereunder or relating hereto, and all rights and obligations of ORIX and Borrower shall be governed by by, and construed according to in accordance with the internal laws (and not the conflict of laws rules) of the State of New York. Borrower (i) agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at ORIX’s option, be litigated in courts located within New York, and that the exclusive venue therefor shall be the Borough of Manhattan, New York applicable County; (ii) consents to agreements the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waives any and all rights Borrower may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding. Paragraph headings are only used in this Agreement for convenience, and shall not be wholly performed therein.
12.7 used in any manner to construe, limit, define or interpret any term or provision of this Agreement. The parties hereto expressly agree that it is term “including”, whenever used in this Agreement, shall mean “including (but not the intention of limited to)”. This Agreement has been fully reviewed and negotiated between the parties hereto to violate and no uncertainty or ambiguity in any public policy, statutory term or common law rules, regulations, treaties provision of this Agreement shall be construed strictly against ORIX or decisions Borrower under any rule of any government construction or agency thereofotherwise. If Should any provision of this Agreement is judicially be held by any court of competent jurisdiction to be void or administratively interpreted or construed as being in violation of any such provisionunenforceable, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof defect shall be inoperative in such jurisdiction and not affect the remainder of this agreement Agreement, which shall remain binding upon the parties hereto and continue in full force and effect. This Agreement may be executed and delivered by the signing and delivery of this Agreement with original signatures or by facsimile copy. This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith, including without limitation the Representations, are the final, entire and complete agreement between Borrower and ORIX and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement. There are no oral understandings, representations or agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith. The terms and provisions of this Agreement may not be waived or amended, except in a writing executed by Borrower and a duly authorized officer of ORIX. Time is of the essence in the performance by Borrower of each and every obligation under this Agreement.
Appears in 3 contracts
Sources: Loan and Security Agreement (Tangoe Inc), Loan and Security Agreement (Tangoe Inc), Loan and Security Agreement (Tangoe Inc)
General. 12.1 Employee acknowledges This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all previous agreements between the parties relating to the subject matter hereof. The headings to sections of this Agreement are inserted for convenience only and warrants that his breach will not be deemed a part hereof or affect the construction or interpretation of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remediesprovision hereof. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any No provision of this Agreement which may will be pursued deemed waived, amended or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made modified by either party that party, unless such waiver, amendment or modification is not embodied made in this Agreementwriting and signed, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliancegranting the waiver, and in the case of an amendment or modification, by both parties. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall will be governed by and construed according to in accordance with the laws of the State of New York applicable Delaware, without reference to agreements to conflict of laws principles. Any dispute under this Agreement may be wholly performed therein.
12.7 The parties hereto expressly agree that it is not brought in the intention state courts and the Federal courts located in the Commonwealth of Massachusetts, and the parties hereto hereby consent to violate any public policythe personal jurisdiction and venue of these courts. Recipient acknowledges that its breach of this Agreement may cause irreparable damage and hereby agrees that TCR2 Therapeutics Inc. will be entitled to seek injunctive relief under this Agreement, statutory or common law rules, regulations, treaties or decisions as well as such further relief as may be granted by a court of any government or agency thereofcompetent jurisdiction. If any provision of this Agreement is judicially found by a proper authority to be unenforceable or administratively invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or construed as being in violation invalid provision within the limits of applicable law or applicable court decisions. This Agreement will be binding upon and inure to the benefit of each of the party’s heirs, successors and assigns. Recipient will not export, directly or indirectly, any technical data acquired from TCR2 Therapeutics Inc. pursuant to this Agreement or any product utilizing any such provisiondata to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. This Agreement may be executed in one or more counterparts, such articleseach of which will be deemed an original, sections, paragraphs, sentences, words, clauses or combinations thereof shall and all of which together will be inoperative in such jurisdiction deemed to be one and the remainder same instrument. A facsimile or electronic copy of this agreement shall remain binding upon Agreement, including the parties hereto and in full force and effectsignature pages, will be deemed an original.
Appears in 3 contracts
Sources: Consulting Agreement, Consulting Agreement (Tcr2 Therapeutics Inc.), Consulting Agreement (Tcr2 Therapeutics Inc.)
General. 12.1 Employee acknowledges The Agreement supersedes all previous discussions, negotiations, understandings, and warrants that his breach agreements between the parties with respect to its subject matter. No oral statements or material not specifically incorporated herein will be of any of the provisions contained force and effect. No changes in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury additions to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may will be pursued recognized unless incorporated herein by amendment and signed by duly authorized representatives of both parties. The application of Customer’s general terms and conditions in any general vendor acknowledgement or availed Customer’s other general purchasing conditions are hereby expressly excluded and objected to by EmployerProvider. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this This Agreement shall limit, abridge or modify apply and supersede the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, pre-printed terms and conditions of this Agreement to be complied with and performed any form submitted, in electronic format or otherwise, by Companyeither party. The term “affiliate”, Agreement will not be construed against either party as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Companythe purported drafter. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the a breach or violation of any term provision of the Agreement will not operate as, or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed construed to be, or construed as, a further or continuing waiver of any such breach, or a waiver subsequent breach of the breach of same or any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to provision hereof. In the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If event any provision of this the Agreement is judicially or administratively interpreted or construed as being in violation of held to be unenforceable for any such provisionreason, such articles, sections, paragraphs, sentences, words, clauses or combinations the unenforceability thereof shall be inoperative in such jurisdiction and will not affect the remainder of this agreement shall the Agreement, which will remain binding upon the parties hereto and in full force and effecteffect and enforceable in accordance with its terms. With respect to any unenforceable provision, the applicable arbitrator or court shall deem the provision modified to the extent necessary, in such adjudicator’s opinion, to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth herein. Headings in this Agreement shall not be used to interpret or construe its provisions. The following order of precedence will be followed in resolving any inconsistencies between the terms of this Agreement and the terms of any Orders, exhibits, statements of work, or other documents: first, the Sections 1 - 11 in of this Agreement, including any referenced URLs (which may give priority to Orders for certain purposes); second, terms contained in an Order; and third, the terms of any other documents referenced in any of the foregoing.
Appears in 3 contracts
Sources: Software Subscription Services Agreement, Professional Services Agreement, Software Subscription Services Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or Unless otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied provided in this Agreement, any notice, demand or request required or permitted to be given by a Party to the other Parties and neither party any instrument required or permitted to be tendered or delivered by a Party in writing to the other Parties shall be bound effective when delivered and may be so given, tendered or delivered, by or liable for any alleged representation, promiserecognized national courier, or inducement not so by depositing the same with the United States Postal Service with postage prepaid, for delivery by certified or registered mail, addressed to the Party, or personally delivered to the Party, at the address set forth.
12.4 The provisions of out in Appendix F hereto. A Party may change the notice information in this Agreement shall inure by giving five (5) Business Days written notice prior to the benefit effective date of the parties change. ▇▇▇▇▇▇▇▇ and Payments. ▇▇▇▇▇▇▇▇ and payments shall be sent to the addresses set out in Appendix F hereto, their heirs, legal representatives, successors, . Alternative Forms of Notice. Any notice or request required or permitted to be given by a Party to the other Parties and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned required by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied given in writing may be so given by telephone, facsimile or email to the telephone numbers and email addresses set out in Appendix F hereto. Operations and Maintenance Notice. Interconnection Customer and Connecting Transmission Owner shall each notify the other Party, and NYISO, in writing of the identity of the person(s) that it designates as the point(s) of contact with respect to the implementation of Articles 9 and performed 10 of this Agreement. FORCE MAJEURE Economic hardship is not considered a Force Majeure event. A Party shall not be responsible or liable, or deemed, in Default with respect to any obligation hereunder, (including obligations under Article 4 of this Agreement) , other than the obligation to pay money when due, to the extent the Party is prevented from fulfilling such obligation by CompanyForce Majeure. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Force Majeure shall give notice and the full particulars of such Force Majeure to the other Parties in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this Article shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure, the time and date when the Force Majeure occurred and when the Force Majeure is reasonably expected to cease. The term “affiliate”Party affected shall exercise due diligence to remove such disability with reasonable dispatch, as used but shall not be required to accede or agree to any provision not satisfactory to it in this agreement, shall mean any corporation, firm, partnership, order to settle and terminate a strike or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiselabor disturbance.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement
General. 12.1 Employee acknowledges and warrants that his breach of 9.1 Neither this Agreement nor any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants conditions hereof may be waived, only amended or modified except by means of a written instrument duly executed by both of the parties hereto, or in the case of a waiver, by the party waiving complianceto be charged therewith. The Any waiver or amendment shall only be applicable in the specific instance, and shall not constitute or be construed as a waiver or amendment in any other or subsequent instance. No failure or delay on the part of either party in respect of any enforcement of obligations hereunder shall in any manner affect such party's right to seek or effect enforcement at any other time or times to require performance in respect of any provisions hereof other required performance.
9.2 The captions and Section headings used in this Agreement are for convenience of reference only, and shall in no manner not affect the right at a later time to enforce the same. No waiver by either party construction or interpretation of this Agreement or any of the breach of any term or covenant contained in this provisions hereof.
9.3 This Agreement, whether by conduct and all matters or otherwisedisputes relating to the validity, in any one construction, performance or more instancesenforcement hereof, shall be deemed to begoverned, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed and controlled by and construed according to under the laws of the State of New York Florida applicable to agreements contracts entered into and performed wholly within Florida.
9.4 The Company may withhold from any amounts payable under this Agreement all Federal, State or other taxes as legally shall be required.
9.5 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be wholly performed thereinan original hereof, but all of which together shall constitute one and the same instrument.
12.7 The parties hereto expressly agree that it is not 9.6 This Agreement constitutes the intention of sole and entire agreement and understanding between the parties hereto as to violate any public policythe subject matter hereof, statutory or common law rulesand supersedes all prior discussions, regulations, treaties or decisions agreements and understandings of any government or agency thereof. every kind and nature between them as to such subject matter.
9.7 If any provision of this Agreement is judicially held invalid or administratively interpreted unenforceable, either in its entirety or construed as being in violation by virtue of any such provisionits scope or application to given circumstances, such articlesprovision shall thereupon be deemed modified only to the extent necessary to render same valid, sectionsor not applicable to given circumstances, paragraphsor excised from this Agreement, sentences, words, clauses or combinations thereof as the situation may require; and this Agreement shall be inoperative construed and enforced as if such provision had been included herein as so modified in such jurisdiction and scope or application, or had not been included herein, as the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectcase may be.
Appears in 3 contracts
Sources: Employment Agreement (Fine Air Services Corp), Employment Agreement (Fine Air Services Inc), Employment Agreement (Fine Air Services Corp)
General. 12.1 Employee acknowledges and warrants that his breach 19.1 This Agreement constitutes the entire Agreement between the Parties with regard to the subject matter hereof.
19.2 No alteration or variation to, or consensual cancellation of this Agreement shall be of any force or effect, unless it is recorded in writing and signed by all the Parties.
19.3 No failure or delay by a Party to enforce any provision of this Agreement shall constitute a waiver or suspension of such provision or affect in any way a Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any right arising from any subsequent breach nullify the effectiveness of the provision itself.
19.4 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the items supplied or any part thereof is given by The Company.
19.5 The Company specifically states that whilst all reasonable care has been taken to exclude known viruses from the format or media on which the Software is supplied, no warranty is given that the Software is virus free.
19.6 In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining provisions, which shall remain of full force and effect. If any invalid term is capable of amendment to render it valid, the Parties agree to negotiate in good faith an amendment to remove the invalidity.
19.7 Each Party acknowledges that it does not enter into this Agreement on the basis of and does not rely on any representation, warranty or other provision, whether express or implied, except as expressly provided in this Agreement. All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by the law of the Republic of South Africa.
19.8 This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Republic of South Africa.
19.9 If any conflict arises in respect of the provisions contained in Sections 5these terms and conditions and any Annexure thereto, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 contained in these terms and conditions shall prevail.
19.10 Information or 8 hereof, in addition documents sent to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Company by e-mail shall be deemed to limit Employer’s remedies at law have been received by the Company only once the Company has acknowledged receipt thereof in writing.
19.11 The parties hereby submit to the exclusive jurisdiction of the High Court of the Republic of South Africa in respect of all and any matters, claims or disputes arising out of or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company connection with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 3 contracts
Sources: End User License Agreement, End User License Agreement, End User License Agreement
General. 12.1 Employee acknowledges A. LICENSEE agrees that it will conform to the Export Administration Regulations issued by the United States Department of Commerce currently in force and warrants as they may be amended. LICENSEE understands and agrees that his breach such regulations may include a prohibition against the export or re-export to certain countries of copies of the Licensed Software, documentation and any information or technical data related thereto. Any agreement between LICENSEE and any of its customers shall require its customers to abide by the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage Export Administration Regulations.
B. This Agreement and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in Exhibits hereto constitute the event of such a breach of any complete understanding and agreement of the provisions of Sections 5parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, 6understandings and agreements concerning such subject matter. Any waiver, 7 modification or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee amendment of any provision of this Agreement which may shall be pursued or availed effective only if in writing and signed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights a duly authorized officer of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding each of the parties hereto. The terms and conditions appearing in any purchase order, and supersedes all prior agreementsorder acknowledgment, arrangements, and understandings. Nothing herein contained or similar documents shall be construed so as to require the commission of any act contrary to law governed by and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted controlled by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.,
12.3 C. No representation, promise, failure or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to delay on the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure part of either party at any time or times to require performance in the exercise of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreementpower, whether by conduct or otherwise, in any one or more instances, shall be deemed to beright, or construed asprivilege hereunder shall operate as a waiver thereof, a further nor shall any single or continuing waiver partial exercise of any such breachpower, right, or a waiver of the breach privilege preclude any other or further exercise thereof, or of any other term right, power, or covenant contained privilege. [***] Certain information in this Agreementdocument has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
12.6 D. This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable to agreements to be wholly performed thereinGeorgia, excluding that part of Georgia law that governs conflict of laws.
12.7 The parties hereto expressly agree that it is E. If LICENSEE breaches any of its obligations under this Agreement, AMI shall (without limiting its other rights or remedies) be entitled to equitable relief including but not limited to injunctive relief, since the intention unauthorized use, disclosure, distribution, or transfer of the parties hereto to violate any public policy, statutory Licensed Software or common confidential information will cause AMI irreparable harm and LICENSEE stipulates that AMI’s remedy at law rules, regulations, treaties or decisions of any government or agency thereof. would not be adequate.
F. If any provision of this Agreement is judicially held to be ineffective, unenforceable, or administratively interpreted illegal for any reason, such decision shall not affect the validity or enforceability of any or all of the remaining portions hereof.
G. Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or otherwise describe neither the scope of this Agreement nor the intent of any provision thereof.
H. Nothing contained in this Agreement shall be construed as being conferring by implication, estoppels, or otherwise upon either party hereunder, or upon any other party, any license or other right except the licenses and rights expressly granted hereunder to a party hereto.
I. LICENSEE may not assign or transfer, by operation of law or otherwise, this Agreement or any interest therein, without prior written consent signed by a duly authorized officer of AMI. Any unauthorized assignment or transfer shall be null and void. AMI may assign this Agreement to a subsidiary or successor in violation interest. This Agreement shall accrue to the benefit of, and be binding upon, any permitted successor or assign. No sub-license or other conveyance of the Licensed Software is allowed, and any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof attempt shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectvoid.
Appears in 3 contracts
Sources: Software Licensing Agreement (Congatec Holding AG), Software Licensing Agreement (Congatec Holding AG), Software Licensing Agreement (Congatec Holding AG)
General. 12.1 Employee acknowledges and 10.1. Warranties by both parties are as follows:
a) Each Party to this Agreement warrants that his breach it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorizations required for the entering into of this Agreement have been or will be made, including any required authorizations by its Board of Directors, or otherwise.
b) Perpetual hereby warrants that it, or a company related to or affiliated with it, is the sole owner of all rights in and to XYO and that no rights relating to XYO inconsistent with the rights granted to Master Licensee in this Agreement have been granted to any other party, and that it is under no legal obligation to grant any rights relating thereto to any third party.
c) The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this agreement or otherwise.
d) Save and except as expressly set forth in this section 10 of the Agreement, Perpetual expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise.
10.2. Perpetual and Master Licensee are and shall be independent contractors and Perpetual is not and shall not be the agent or legal representative of Master Licensee for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied on behalf of or in the name of the other Party or to bind the other Party in any manner whatsoever.
10.3. The Parties hereby agree that they shall be subject to the following obligations:
a) not to make any false or misleading representations, warranties or guarantees in respect of XYO under any circumstances whatsoever;
b) not to hold out either party as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner whatsoever other than as may be expressly provided in this Agreement; and
c) to promptly inform each other of any material complaints, whether verbal or written, which either party has received from any person with respect to the Products.
10.4. No Party may assign this Agreement without the prior written consent of the provisions contained in Sections 5other Party, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could consent shall not be adequately compensated unreasonably withheld. Any attempt to assign this Agreement without such written consent shall be void.
10.5. It is agreed between the Parties that neither of the Parties shall be held responsible for damages caused by money damages delay or failure to perform their respective undertakings under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, or delays or defaults caused by common carriers, that cannot reasonably be foreseen or provided against.
10.6. The delay or failure in performance excused by section 10.5 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist. The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.
10.7. No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and forbearance or indulgence by the waiving Party in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the other legal remediesParty and until complete performance by the other Party of the covenant or condition, the waiving Party shall be entitled to invoke any remedy available under this Agreement or at law, despite the forbearance or indulgence.
10.8. AccordinglyIf any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the remainder, which remainder shall remain in full force. Such severance shall have effect only in the geographic area within which such court has jurisdiction.
10.9. All notices required to be forwarded pursuant to this Agreement shall be written in English and sent by email, registered mail, personal delivery or facsimile to the addresses or facsimile numbers set out below or such other address or facsimile number as either Party may advise. In the case of Perpetual Industries Inc.: ▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ South, #110 Calgary, Alberta Canada T2H 0M4 fax ▇▇▇-▇▇▇-▇▇▇▇ email ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ In the case of Master Licensee: To the address set forth on page 1 of this Agreement. Any notice delivered by mail or email shall be deemed given when received. The date of receipt of any notice by facsimile shall be the date upon which the transmitter of the facsimile receives confirmation of the facsimile transmission.
10.10. This Agreement shall be governed in accordance with the laws of the Province of Alberta, Canada.
10.11. In the event of such a breach of any of arbitration and/or disputes,
a) All disputes arising from the provisions of Sections 5execution of, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermoreconnection with, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limitbe settled through friendly consultation between both parties. In case no settlement can be reached, abridge or modify the rights of Employer disputes shall be submitted for arbitration.
b) The arbitration shall take place in Calgary, Alberta Canada and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law shall be governed by the rules of the United States or any other jurisdictionInternational Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
12.2 c) The arbitration award shall be final and binding on both parties.
10.12. This Agreement sets forth constitutes the entire agreement and understanding between the Parties in respect of the parties hereto, its subject matter and supersedes all prior and contemporaneous agreements, arrangementsunderstandings and discussions, and understandingswhether oral or written, between the Parties. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statuteThere are no warranties, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation representations or other monies payable hereunder shall be in excess of agreements between the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder Parties in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, subject matter except as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained specifically set forth in this Agreement.
12.6 This 10.13. No change or modification of this Agreement shall be governed valid unless it is in writing and signed by each Party hereto.
10.14. This Agreement is binding on all successors, permitted assigns, heirs, executors and construed according administrators of the Parties hereto.
10.15. This Agreement may be executed in any number of counterparts and all of these counterparts shall for all purposes constitute one agreement binding on the Parties and be deemed originals for all purposes notwithstanding that all Parties are not signatory to the laws same counterpart.
10.16. Neither party shall be liable to the other party for any delay or omission in the performance of any obligation under this Agreement, other than the obligation to pay monies, where the delay or omission is due to any cause or condition beyond the reasonable control of the State party obliged to perform, including, but not limited to, strikes or other labor difficulties, acts of New York applicable God, earthquakes, acts of government (in particular with respect to agreements the refusal to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not issue necessary import or export licenses), war, riots or embargoes (“Force Majeure”). If Force Majeure prevents or delays the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions performance by a party of any government or agency thereof. If any provision of obligation under this Agreement is judicially or administratively interpreted or construed as being Agreement, then the party claiming Force Majeure shall promptly notify the other party thereof in violation of any such provisionwriting, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto take reasonable action to mitigate loss and in full force and effectdamage.
Appears in 3 contracts
Sources: Exclusive Master License Agreement (Perpetual Industries Inc.), Exclusive Master License Agreement (Perpetual Industries Inc.), Exclusive Master License Agreement (Perpetual Industries Inc.)
General. 12.1 Employee 14.1 The Consultant acknowledges and warrants agrees that his breach it was advised by the Company to seek independent legal advice regarding this Agreement and that the Consultant has had the opportunity to obtain the same.
14.2 The following principles of interpretation apply to this Agreement:
(a) Words importing the singular include the plural and vice versa, words importing gender include all genders and words importing persons include firms, corporations and any other legal entities;
(b) The laws of the Province of Quebec and the laws of Canada applicable therein shall govern the interpretation of this Agreement and the parties hereby attorn solely to the jurisdiction of the courts in the Province of Quebec;
(c) If any of the provisions contained in Sections 5terms or conditions of this Agreement or their application to any party or circumstances shall be held invalid by any court or other authority having jurisdiction, 6, 7 the remainder of this Agreement and the application to parties or 8 hereof would result in irreparable damage and injury circumstances other than those as to Employer which injury could it is held invalid shall not be adequately compensated affected; provided, however, if the invalid terms or conditions are essential to the rights or benefits to be received by money damages any party, the parties shall use reasonable efforts to negotiate acceptable substitutes. If acceptable substitutes are not agreed to, a party adversely affected by the invalidity shall not be prevented by this Section from advancing any rights to claim frustration of contract or other legal remediessimilar remedy;
(d) No action or failure to act by a party shall constitute a waiver of any right or duty of that party under this Agreement except as specifically agreed to in writing. Accordingly, in the event of such a breach No waiver of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided;
(e) This Agreement shall, when duly executed, supersede and replace all other existing agreements between the parties with respect to the subject matter. There are no representations, warranties or agreements, either written or oral, which are binding on the parties relating to the subject matter and which are not contained, or referred to, in this Agreement;
(f) The Consultant shall not assign, delegate or subcontract this Agreement or any part thereof to another party without the prior written consent of the Company, not to be unreasonably withheld. The Company shall have the right to assign its interests under this Agreement to any party on written notice to the Consultant;
(g) Except to the extent otherwise expressly provided, the duties and obligations imposed by this Agreement and the rights and remedies available under this Agreement shall not operate to limit Employer’s any duties, obligations, rights and remedies otherwise imposed or available at law or in equity for any breach by Employee law;
(h) This Agreement shall enure to the benefit of any provision and be binding on the parties of this Agreement which may and their respective successors and permitted assigns;
(i) Amendments to this Agreement shall require the agreement of both parties and shall be pursued in writing;
(j) Time is of the essence;
(k) A reference to dollars means lawful money of Canada unless stated otherwise;
(l) Schedules “A”, “B” and “C” and “D” are incorporated into and form part of this Agreement;
(m) Inspection and acceptance of the manner of performance, or availed a product resulting from the performance, of any of the Services by Employer. Furthermore, nothing in the Company or anyone acting on the Company’s behalf shall not be deemed to waive rights related to any failure by the Consultant to comply with this Paragraph 12.1 or otherwise contained Agreement;
(n) Any reference to "days" in this Agreement shall limitbe construed as a reference to calendar days, abridge unless otherwise provided;
(o) Neither party shall be liable for delays in the performance of its obligations caused by the following conditions of “Force Majeure”: acts of God or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secretpublic enemy, trademarkembargo, patentwar, unfair competition fire, flood, earthquake, strike, lock-out, terrorist attack, epidemic, abnormal weather conditions, or other law calamity or cause beyond the reasonable control of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties heretoaffected party; however, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure entitled to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned provisions this subsection (o) if the delay was caused by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition lack of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnershipfunds, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used respect to a delay in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance payment of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term amount or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.amounts due hereunder;
Appears in 2 contracts
Sources: Master Consulting/Professional Services Agreement, Master Consulting/Professional Services Agreement
General. 12.1 Employee acknowledges The Parties acknowledge and warrants agree that: -
21.1 this Agreement constitutes the entire contract between them and that his breach no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied have been made by any of the provisions contained Parties or on their behalf except as are recorded herein. This Agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the Parties in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any respect of the provisions of Sections 5subject matter hereof;
21.2 no alteration, 6variation, 7 amendment or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision purported consensual cancellation of this Agreement which may (including this clause 21.2) or any deletion therefrom shall be pursued of any force or availed effect unless reduced to writing and signed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law on behalf of the United States or any other jurisdiction.Parties hereto;
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, 21.3 in the event that any compensation one or other monies payable hereunder shall be in excess more of the amount permitted by provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such statuteinvalidity, law, ordinance, illegality or regulation, payment of the maximum amount allowed thereby unenforceability shall constitute full compliance by Company with the payment requirements not affect any other provisions of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in but this Agreement, and neither party Agreement shall be bound construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable;
21.4 no relaxation, extension of time, latitude or indulgence which any Party (“grantor”) may ▇▇▇▇, ▇▇▇▇▇ or allow to another (“grantee”) shall in any way constitute a waiver by or liable for the grantor of any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of the grantor’s rights in terms of this Agreement and the grantor shall inure not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have then already arisen or which may arise thereafter;
21.5 they have undertaken to each other to do all such things, take all such steps and to procure the doing of all such things and the taking of all such steps as may be necessary, incidental or conducive to the benefit implementation of the parties heretoprovisions, their heirsterms, legal representatives, successors, conditions and assigns. This import of this Agreement, and Employee’s rights and obligations hereunder, may not ;
21.6 BEE123 shall be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with entitled to appropriate any sale, transfer payments received from or other disposition on behalf of all or substantially all of its business and assets. Company may also assign this Agreement the Partner to any affiliate of Company; providedindebtedness, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectlyhowsoever arising, of the power Partner to direct or cause BEE123;
21.7 each Party shall bear their own legal fees and disbursements of and incidental to the direction preparation, drawing and conclusion of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in ; and
21.8 this Agreement.
12.6 This Agreement shall be governed and interpreted by and construed according to the laws of the State Republic of New York applicable to agreements to be wholly performed thereinSouth Africa.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Partnership Program Agreement, Partnership Program Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 (a) This Agreement sets forth constitutes the full and entire understanding and agreement and understanding of between the parties hereto, about or relating to post-employment-termination consulting and advisory services engagement of Consultant and fully supersedes any and all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require communications or understandings between the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entityparties, whether through ownership of voting securities written or by contract or otherwise.
12.5 oral, relating thereto. This Agreement may be amended, modified, superseded, cancelled, renewed amended or extended, and the terms or covenants hereof may be waived, waived only by a written instrument executed by both parties.
(b) No failure, delay or forbearance 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 Agreement or operate as a waiver of any breach.
(c) Consultant shall not assign or delegate his rights or duties to a third party. The Services are of a personal nature, and only Consultant may provide them. Consultant may not engage any other third person to assist him in the provision thereof.
(d) All notices and requests required or authorized hereunder shall be given in writing by personal delivery to the party to whom notice is to be given, or sent by registered mail or recognized overnight courier and its address set forth below the party’s signature below or by facsimile (if electronically confirmed).
(e) If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction, (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, and (iii) the parties shall endeavor, in good faith negotiations, to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which come as close as possible to that of the invalid or unenforceable provisions.
(f) Subject to Section 8(c) hereof, this Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives. This Agreement does not create any rights, claims or benefits inuring to any person or entity that is not a party hereto nor create or establish any third party beneficiary hereto.
(g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement.
(h) The parties hereto have participated jointly in the negotiation and drafting of the Agreement, and Consultant acknowledges that he has been represented by counsel of his choosing in connection therewith. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or in burden of proof shall arise favoring or disfavoring any party by virtue of the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance authorship of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach provisions of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Consulting Agreement (Global Eagle Entertainment Inc.), Consulting Agreement (Global Eagle Entertainment Inc.)
General. 12.1 Employee acknowledges 15.1. Nothing contained herein shall be deemed to create, and warrants that his breach the parties do not intend to create, any relationship of partners or joint venturers or agent and principal, and neither party shall represent the contrary to any third party.
15.2. A waiver by either party of any of the provisions contained terms or conditions of this Agreement in Sections 5, 6, 7 any one instance or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated a waiver by money damages or other legal remedies. Accordingly, in the event either party of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Agreement shall not be deemed or construed to limit Employer’s remedies at law be a waiver of such terms or in equity conditions for any breach by Employee the future or a waiver of any provision of this Agreement which may be pursued or availed by Employersubsequent breach.
15.3. Furthermore, nothing in this Paragraph 12.1 or otherwise All remedies contained in this Agreement shall limitbe in addition to other remedies available at law or in equity, abridge by statute or modify otherwise, except as herein otherwise provided.
15.4. This Agreement and all matters or issues collateral hereto shall be interpreted in accordance with the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law laws of the United States or any other jurisdictionState of New York applicable to agreements made and performed wholly therein.
12.2 15.5. The Exhibits annexed to this Agreement are an integral part hereof and are incorporated herein by this reference.
15.6. This Agreement sets forth constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and understanding may be modified only by a writing executed by both of the parties hereto, . Any purchase order or similar order or request for the provision of Services or Additional Services hereunder shall be subject to this Agreement.
15.7. The titles of the sections of this Agreement are for convenience only and supersedes all prior agreements, arrangements, and understandingsshall not in any manner affect the interpretation of any section of this Agreement.
15.8. Nothing herein contained in this Agreement shall be construed so as to require the commission of any act contrary to law law, and wherever there is any conflict between any provision of this Agreement and any present or future statuteLaw, law, ordinance or regulation, the latter such Law shall prevail; provided, but however, that in such event the provision provision(s) of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within permit compliance with the minimum legal requirements. Without limiting the generality requirement, no other provisions of the foregoing, in the event that any compensation or other monies payable hereunder this Agreement shall be affected thereby and all of such other provisions shall continue in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementforce and effect.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 15.9. The provisions of this Agreement shall inure to are only for the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, no third party may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer seek to enforce or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no benefit from such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseprovisions.
12.5 15.10. This Agreement may be amendedexecuted in counterparts, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both each of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, which shall be deemed to bean original, or construed as, a further or continuing waiver of any and all such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement counterparts together shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction constitute but one and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectsame instrument.
Appears in 2 contracts
Sources: Services Agreement (Recovery Network Inc), Services Agreement (Rnethealth Com Inc)
General. 12.1 Employee acknowledges and warrants that his breach of any Time is of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 essence hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Neither this Subscription Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between nor any provision hereof will be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
12.3 The parties hereto will execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Subscription Agreement be reasonably required to carry out the full intent and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision meaning of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Subscription Agreement.
12.3 No representation12.4 This Subscription Agreement will be subject to, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York Delaware and the federal laws of the United States as applicable therein and the Subscriber hereby irrevocably attorns to agreements to be wholly performed the jurisdiction of the courts situated therein.
12.5 This Subscription Agreement may not be assigned by any party hereto.
12.6 The Issuer will be entitled to rely on delivery of a facsimile copy of this Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this Subscription Agreement will create a legal, valid and binding agreement between the Subscriber and the Issuer in accordance with its terms.
12.7 The parties hereto expressly agree that it is not the intention of This Subscription Agreement may be signed by the parties hereto in as many counterparts as may be deemed necessary, each of which so signed will be deemed to violate any public policybe an original, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this and all such counterparts together will constitute one and the same instrument.
12.8 This Subscription Agreement is judicially or administratively interpreted or construed as being deemed to be entered into on the acceptance date by Issuer, notwithstanding its actual date of execution by the Subscriber.
12.9 This Subscription Agreement, including, without limitation, the representations, warranties, acknowledgements and covenants contained herein, will survive and continue in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall full force and effect and be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto notwithstanding the completion of the purchase of the Warrants by the Subscriber pursuant hereto, the completion of the issue of Warrants of the Issuer and any subsequent disposition by the Subscriber of the Shares or Warrants.
12.10 The invalidity or unenforceability of any particular provision of this Subscription Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
12.11 Except as expressly provided in this Subscription Agreement and in full force the agreements, instruments and effectother documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute, by common law, by the Issuer, by the Subscriber, or by anyone else. In the event that execution pages are delivered to the Issuer without this entire Agreement, the Issuer is entitled to assume that the Subscriber, and each beneficial purchaser for whom it is acting, has accepted all of the terms and conditions contained in the parts of this Subscription Agreement that are not returned, without amendment or modification.
12.12 All monetary amounts expressed herein are Canadian Dollars.
Appears in 2 contracts
Sources: Warrant Subscription Agreement (Modern Mining Technology Corp.), Warrant Subscription Agreement (Modern Mining Technology Corp.)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5Any notice, 6, 7 request or 8 hereof would result in irreparable damage and injury demand required or permitted to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in given under this Agreement shall limitbe given in accordance with subsection 10.8 of the Credit Agreement; provided that any such notice, abridge request or modify demand to any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 4.1. No failure or delay on the rights part of Employer the Collateral Agent in and to its trade secrets and confidential information the exercise of any power, right or privilege hereunder or under any applicable trade secretother Loan Document shall impair such power, trademarkright or privilege or be construed to be a waiver of any default or acquiescence therein, patentnor shall any single or partial exercise of any such power, unfair competition right or privilege preclude other law or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the United States remaining provisions or obligations, or of such provision or obligation in any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandingsshall not in any way be affected or impaired thereby. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable All covenants hereunder shall be in excess of the amount given independent effect so that if a particular action or condition is not permitted by any of such statutecovenants, law, ordinancethe fact that it would be permitted by an exception to, or regulationwould otherwise be within the limitations of, payment another covenant shall not avoid the occurrence of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements a Default or an Event of this Agreement.
12.3 No representation, promise, Default if such action is taken or inducement has been made by either party that is not embodied in this Agreement, and neither party condition exists. This Agreement shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall binding upon and inure to the benefit of the parties hereto, Collateral Agent and the Grantors and their heirs, legal representatives, successors, respective successors and assigns. This No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and Employee’s rights the other Loan Documents embody the entire agreement and obligations hereunderunderstanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be assigned contradicted by Employee. Company may assign its rightsevidence of prior, together with its obligations, hereunder in connection with any sale, transfer contemporaneous or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all subsequent oral agreements of the terms, covenants, and conditions of this Agreement to be complied with and performed by Companyparties. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with CompanyThere are no unwritten oral agreements between the parties. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instancescounterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according single counterpart so that all signature pages are physically attached to the laws of the State of New York applicable to agreements to be wholly performed thereinsame document.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (SafeNet Holding Corp), First Lien Credit Agreement (SafeNet Holding Corp)
General. 12.1 Employee acknowledges and warrants that his breach 13.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement will be binding on either of the Parties.
13.2 No variation, addition, deletion, or agreed cancellation will be of any force or effect unless in writing and signed by or on behalf of the provisions contained Parties. Failure or delay on the part of either Party in Sections 5exercising any right, 6, 7 power or 8 hereof would result in irreparable damage and injury to Employer which injury could privilege hereunder will not be adequately compensated by money damages constitute or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law be a waiver thereof, nor will any single or in equity for any breach by Employee partial exercise of any provision right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
13.3 All provisions and the various clauses and sub-clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision, clause or sub-clause of this Agreement which may be pursued is or availed by Employer. Furthermorebecomes unenforceable in any jurisdiction, nothing in this Paragraph 12.1 whether due to voidness, invalidity, illegality, unlawfulness or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or for any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties heretoreason whatever, and supersedes all prior agreementsshall, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed jurisdiction only and limited only to the extent necessary to bring that it within legal requirements. Without limiting is so unenforceable, be treated as pro non scripto and the generality of the foregoingremaining provisions, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, clauses and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions sub-clauses of this Agreement shall inure to the benefit remain of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
13.4 Neither this Agreement nor any part, share or interest therein nor any rights or obligations hereunder may be ceded, assigned, or otherwise transferred without the prior written consent of the other Party.
13.5 This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same agreement as at the date of signature of the Party last signing one of the counterparts.
Appears in 2 contracts
Sources: Class B Preference Share Subscription Agreement (Drdgold LTD), Class B Preference Share Subscription Agreement (Drdgold LTD)
General. 12.1 Employee acknowledges and warrants that his breach (1) Time shall be of the essence of this Agreement.
(2) No relaxation forbearance delay or indulgence by the Lessor in enforcing any of the provisions Terms and Conditions or the granting of time by the Lessor to the Lessee shall prejudice affect or restrict the rights and powers of the Lessor hereunder nor shall any waiver by the Lessor of any breach hereof operate as a waiver of any subsequent or any continuing breach thereof.
(3) The Terms and Conditions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any favour of the provisions of Sections 5, 6, 7 or 8 hereof, Lessor shall be in addition to any remedies which may be available to Employer, Employer may seek equitable relief and not in substitution for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing terms and conditions implied in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law favour of the United States or any other jurisdictionLessor under a lease agreement at common law except in so far as such implied terms and conditions are inconsistent with these Terms and Conditions.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing (4) The schedules mentioned herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision form part of this Agreement and any present reference to a clause or future statute, law, ordinance schedule is to a clause or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements schedule of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is (5) Headings shall not embodied in form part of this Agreement, Agreement and neither party are for reference only.
(6) Words importing the singular number only shall be bound include the plural and vice versa and words importing persons shall include firms and corporations.
(7) Any provision of this Agreement prohibited by or liable for rendered unlawful or unenforceable under any alleged representationapplicable law actually applied by any court of competent jurisdiction shall, promiseto the extent required by such law, or inducement not be severed from this Agreement and rendered ineffective so set forth.
12.4 The far as is possible without modifying the remaining provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and (8) Where the terms or covenants hereof provisions of any such applicable law may be waived, only they are hereby waived by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common the full extent permitted by such law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of to the end that this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative a valid and binding agreement enforceable in such jurisdiction accordance with its terms.
(9) Nothing contained herein is intended to grant to any third party any right to enforce any term hereof or to confer on any third party any benefits hereunder for the purposes of the Contracts (Rights of Third Parties) Ordinance and the remainder application of this agreement shall remain binding upon the parties hereto and in full force and effectsaid Ordinance is expressly excluded.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
General. 12.1 Employee acknowledges 10.1 Time shall be of the essence in this Agreement.
10.2 This Agreement shall be construed and warrants enforced in accordance with the laws of the Province of Alberta, and subject to the provisions of Article 16.11 of this Agreement, the Parties hereby attorn to the jurisdiction of the Alberta Courts. Should any provision in this Agreement fail to comply with the requirements of the Alberta Employment Standards Code or the Alberta Human Rights, Citizenship and Multiculturalism Act, as amended, or other applicable legislation, the Agreement shall be interpreted and construed in accordance with those statutory requirements.
10.3 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter of this Agreement. The Parties agree that his breach they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement. In the event of a conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
10.4 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto. In the event that the Parties hereto wish to amend the terms of any of the provisions contained Schedules annexed hereto, this shall be done by way of a written amending agreement (the "Amending Agreement") setting forth that the particular schedule or schedules being amended are amended per the terms of the schedule (s) attached to the Amending Agreement, but otherwise the terms of the Agreement will continue in Sections 5full force and effect, 6mutatis mutandis, 7 or 8 hereof would result in irreparable damage and injury both parties will then sign the Amending Agreement, and the Amending Agreement will then be attached to Employer which injury could this Agreement and then each page of the Agreement and the Amending Agreement shall then be dated and initialed by the Parties hereto.
10.5 This Agreement shall endure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.
10.6 This Agreement is a personal services agreement and may not be adequately compensated assigned by money damages or either Party without the prior written consent of the other legal remedies. Accordingly, in the event of such a breach Party.
10.7 The waiver by either Party of any breach of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge not operate or modify the rights be construed as a waiver by that Party of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law breach of the United States same or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement10.8 The Parties agree to execute and deliver such further and other documents, and neither party shall be bound by perform or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement cause to be complied with performed such further and performed by Company. The term “affiliate”, other acts and things as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed necessary or extended, desirable in order to give full force and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times effect to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This 10.9 The Employee agrees that following the termination of the Employee's employment with the Corporation for any reason, the Employee shall tender his or her resignation from any position he or she may hold as an officer or director of the Corporation or any Related Corporation.
10.10 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be governed by and construed according affected or impaired thereby in any way.
10.11 Any dispute concerning the rights or obligations of the Parties to this Agreement, or concerning the interpretation, validity or enforcement of the Agreement, shall be submitted to binding arbitration in Calgary, Alberta before a single arbitrator pursuant to the laws Arbitration Act (Alberta). The decision of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof arbitrator shall be inoperative in such jurisdiction final and binding on the Parties, and the remainder of this agreement successful Party shall remain binding upon be entitled to receive its solicitor and client legal costs and disbursements incurred in the parties hereto and in full force and effectarbitration.
Appears in 2 contracts
Sources: Employment Agreement (Phon Net Com Inc), Employment Agreement (Phon Net Com Inc)
General. 12.1 Employee acknowledges 13.1 This Agreement shall be binding upon and warrants that his breach enure for the benefit of the estates, personal representatives or successors of the Parties.
13.2 Neither this Agreement nor any of the provisions contained rights, interests or obligations hereunder (except as expressly provided in Sections 5Clause 13.3) shall be assigned by any Party without the prior written consent of the other Party.
13.3 The Purchaser is permitted to assign (in whole or in part) the benefit of, 6and any of its rights under, 7 this Agreement together with any cause of action arising in connection with any of them, without the prior written consent of the other Parties, to any of its subsidiaries or 8 holding company.
13.4 This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter hereof; it is expressly declared that no variations hereof would result shall be effective unless made in irreparable damage and injury to Employer which injury could not be adequately compensated writing signed by money damages or other legal remedies. Accordingly, in duly authorised representatives of the event of such a breach of any Parties.
13.5 All of the provisions of Sections 5this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).
13.6 If any provision or part of a provision of this Agreement shall be, 6or be found by any authority or court of competent jurisdiction to be, 7 invalid or 8 hereofunenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
13.7 Any right of rescission conferred upon the Purchaser hereby shall be in addition to and without prejudice to all other rights and remedies available to it (and, without prejudice to the generality of the foregoing, shall not extinguish any remedies right to damages to which the Purchaser may be available entitled in respect of the breach of this Agreement) and no exercise or failure to Employer, Employer may seek equitable relief for exercise such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching right of rescission shall constitute a waiver by the Purchaser of any such provision other right or remedy.
13.8 The Purchaser may release or compromise the liability of Sections 5the Vendor hereunder or grant to any Vendor time or other indulgence without affecting the liability of any other Vendor hereunder.
13.9 No failure of the Purchaser or the Vendor to exercise, 6and no delay or forbearance in exercising, 7 any right or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee respect of any provision of this Agreement which shall operate as a waiver of such right or remedy.
13.10 Upon and after Completion the Vendor shall do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify necessary to give effect to the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision terms of this Agreement and any present to place control of the Target Group in the hands of the Purchaser (provided that such acts, to the extent that they were not expressly or future statuteimpliedly required by the terms of this Agreement, lawwill not cause the Vendor to incur additional out-of- pocket expenses that are not reimbursed by the Purchaser) and pending the doing of such acts, ordinance deeds, documents and things the Vendor shall as from Completion hold the legal estate in the Sale Shares in trust for the Purchaser.
13.11 Upon and after Completion the Purchaser shall do and execute or regulationprocure to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the latter shall prevail, but in such event the provision terms of this Agreement affected shall be curtailed and limited only (provided that such acts, to the extent necessary to bring it within legal requirements. Without limiting that they were not expressly or impliedly required by the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements terms of this Agreement, will not cause the Purchaser to incur additional out-of-pocket expenses that are not reimbursed by the Vendor).
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 13.12 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instancescounterparts, and by the Parties on separate counterparts, but shall not be deemed to be, or construed as, a further or continuing waiver of any effective until each Party has executed at least one counterpart and each such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement counterpart shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision constitute an original of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof but all the counterparts shall be inoperative in such jurisdiction together constitute one and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectsame instrument.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Biopack Environmental Solutions Inc.)
General. 12.1 Employee acknowledges 8.1 All representations and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant warranties contained in this Agreement, whether which are for the benefit of any party hereto, may be waived by conduct or otherwisesuch party.
8.2 The SELLER will make every reasonable effort to preserve and improve, in any one or more instanceswhere possible, the present relationships with and between its distributors, suppliers, customers and others having business relationships with the COMPANY.
8.3 The rights and recourses of the PURCHASER and of the SELLER shall be deemed to be, or construed as, a further or continuing cumulative and not alternative and not limited by specification.
8.4 No waiver of any such breach, or breach hereunder shall be a waiver of the any subsequent breach hereunder, nor shall any forbearance or delay or failure to proceed to litigation or to seek a remedy for any breach be a waiver or renunciation of any right or remedy with respect to such breach or any subsequent breach of any the Agreement.
8.5 The Agreement and the benefits hereunder shall be non-assignable except pursuant to statutory amalgamation or other term corporate reorganization and shall be binding upon the parties hereto and their respective successors, administrators, permitted assigns and representatives.
8.6 The parties agree to do, sign and execute all acts, deeds, documents and corporate proceedings necessary or covenant contained desirable in the reasonable opinion of their respective counsel to give full force and effect to this Agreement.
12.6 8.7 This Agreement, inclusive of all schedules thereto annexed, constitutes the whole agreement between the parties and repeals and replaces any previous agreements, written or verbal, relating to the sale and purchase of the SHARES. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise relating to the COMPANY which the PURCHASER may have received prior to the execution hereof and including, without limitation, any information memorandum with respect to the business of the COMPANY.
8.8 The present Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable Minnesota and subject to agreements the foregoing obligatory and binding arbitration, the courts of the judicial districts of the state of Nevada shall be the exclusive forum for any legal proceedings arising from the Agreement.
8.9 If any term, covenant or condition of the Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be wholly performed therein.
12.7 The parties hereto expressly agree that invalid or unenforceable, and unless such term, covenant or condition is essential, the remainder of the Agreement, or the applications of such term, covenant or condition to persons or circumstances other then those to which it is held invalid or unenforceable, shall not the intention of the parties hereto to violate any public policybe affected thereby, statutory or common law rulesand each term, regulations, treaties or decisions of any government or agency thereof. If any provision covenant and condition of this Agreement is judicially shall be valid and enforceable to the fullest extent permitted by law.
8.10 Unless otherwise dictated by the context, the singular shall include the plural and vice versa; the masculine shall include the feminine and vice versa and, where applicable to firms, companies or administratively interpreted or construed as being in violation corporations, the neuter.
8.11 If the expiry of any such provisiondelay provided for in this Agreement falls on a non-juridical day, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof then the delay shall be inoperative extended to the next following juridical day.
8.12 No disclosure or announcements, public or otherwise, in such jurisdiction and the remainder respect of this or any prior agreement or any other aspect of the transaction shall remain binding upon be made without the consent of the SELLER, except as may be required by applicable legislation.
8.13 The parties hereto acknowledge that they have required that this Agreement and all related documents be prepared in full force and effectEnglish only.
Appears in 2 contracts
Sources: Agreement of Sale of Shares (Justwebit Com Inc), Agreement of Sale of Shares (Justwebit Com Inc)
General. 12.1 Employee acknowledges 23.1. If we do not insist immediately that you do something that is required under this Agreement, or if we delay in taking steps against you in respect of you breaking this Agreement, this will not mean that you will not have to do those things and warrants it will not prevent us from taking steps against you at a later date.
23.2. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted to the minimum extent necessary to make it valid, legal and enforceable. Any modification to or deletion of a provision or part-provision under this section 23.2 shall not affect the validity and enforceability of the rest of this Agreement.
23.3. We may transfer our rights and obligations under this Agreement to another organisation. We will inform you if this happens and will ensure that his breach of the transfer will not materially affect your rights under this Agreement. You may not transfer your rights or obligations under this Agreement to another person.
23.4. This Agreement is between us and you. Subject to section 21.2, no other person shall have any rights to enforce any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury terms. Neither us nor you will need to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in get the event of such a breach permission of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition third party to make any remedies which may be available changes to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at lawthis Agreement.
23.5. Nothing in this Section Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us and you, cause us or you to limit Employer’s remedies at law or in equity for any breach by Employee be an agent of any provision other person, or authorise us or you to make or enter into any commitments for or on behalf of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionperson. We and you both confirm we are acting on our own behalf as principal and not for the benefit of or on account of any other person.
12.2 23.6. This Agreement sets forth constitutes the entire agreement and understanding of between us relating to the parties heretoServices. You agree that all statements, representations, warranties, conditions and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of undertakings on which you rely are incorporated into this Agreement and you do not rely on (and shall have no remedy in respect of) any present statement, representation (including any misrepresentation), warranty, condition or future statute, law, ordinance undertaking (whether negligently or regulation, the latter shall prevail, but innocently made) of any person (in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation each case whether contractual or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that non-contractual) which is not embodied expressly set out in this Agreement. Furthermore, and neither party shall be bound by or liable your only remedy for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions breach of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee damages for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementcontract.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
General. 12.1 15.1 This Agreement is in substitution for all previous contracts of service between the Company and the Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law have been terminated by mutual consent as from the date on which this Agreement commences.
15.2 This Agreement constitutes the entire agreement amongst the parties hereto and supersedes any previous agreements or arrangements (written or oral) between them relating to the subject matter hereof. Each of the parties hereto acknowledges that it is not relying on any statements, warranties or representations given or made by the other party relating to the subject matter hereof, save as expressly set out in equity for this Agreement.
15.3 No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any party of any breach by Employee of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. If at any time any provision of this Agreement which may be pursued is or availed by Employer. Furthermorebecomes illegal, nothing invalid or unenforceable in this Paragraph 12.1 or otherwise contained in this Agreement shall limitany respect, abridge or modify the rights of Employer in legality, validity and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law enforceability of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The remaining provisions of this Agreement shall inure not be affected or impaired thereby. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
15.4 If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the benefit other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
15.5 While CLAUSE 12 and CLAUSE 13 are considered by the parties to be reasonable in all the circumstances, it is agreed that if such clauses as a whole are adjudged to go beyond what is reasonable for the protection of the parties hereto, their heirs, legal representatives, successorsconfidential information and other legitimate investment interests of the Company or any Associated Company, and assigns. to be unenforceable, but would be adjudged reasonable if any part or parts thereof were deleted, such clauses shall apply as if such unreasonable part or parts had been deleted.
15.6 The parties agree that a construction of this Agreement that results in all provisions being enforceable is to be preferred to a construction that does not so result.
15.7 This Agreement, and Employee’s rights and obligations hereunder, Agreement may not be assigned modified or varied except by Employee. Company may assign its rights, together with its obligations, hereunder an instrument in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed writing signed by both of the parties hereto, hereto or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementtheir duly authorized representative.
12.6 15.8 This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 Hong Kong. The parties hereto expressly irrevocably agree that it is not the intention courts of Hong Kong have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. SCHEDULE 1 Basic Salary: HK$600,000 per annum SCHEDULE 2 Discretionary Bonus The Employee shall be eligible to receive a discretionary annual bonus. Payment of such bonus and the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations amount (if any) thereof shall be inoperative at the entire discretion of the Company determined by them using such criteria as they consider appropriate, including, but not limited to, whether the Company has made audited profits after tax and minority interest but before extraordinary items of over HK$100 million, the performance of the Group and of the Employee during the period in question, provided always that such jurisdiction and the remainder bonus (if any) shall not exceed 1% of this agreement shall remain binding upon the parties hereto and in full force and effectsuch profits.
Appears in 2 contracts
Sources: Service Agreement (Ninetowns Digital World Trade Holdings LTD), Service Agreement (Ninetowns Digital World Trade Holdings LTD)
General. 12.1 Employee acknowledges and warrants that his breach of any Time is of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 essence hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Neither this Subscription Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between nor any provision hereof will be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
12.3 The parties hereto will execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Subscription Agreement be reasonably required to carry out the full intent and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision meaning of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Subscription Agreement.
12.3 No representation12.4 This Subscription Agreement will be subject to, promise, or inducement has been made governed by either party that is not embodied and construed in this Agreement, accordance with the laws of British Columbia and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forththe laws of Canada as applicable therein and the Subscriber hereby irrevocably attorns to the jurisdiction of the Courts situate therein.
12.4 The provisions of this 12.5 This Subscription Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties party hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Without limitation, this Subscription Agreement shall be governed by and construed according the transactions contemplated hereby are conditional upon and subject to the laws Issuer receiving the acceptance of the State of New York applicable to agreements to be wholly performed thereinTSX-V for this Subscription Agreement and the transactions contemplated hereby.
12.7 The Issuer will be entitled to rely on delivery of a facsimile or other electronic copy of this Subscription Agreement, and acceptance by the Issuer of a facsimile or other electronic copy of this Subscription Agreement will create a legal, valid and binding agreement between the Subscriber and the Issuer in accordance with its terms.
12.8 This Subscription Agreement may be signed by the parties hereto expressly agree in as many counterparts as may be deemed necessary, each of which so signed will be deemed to be an original, and all such counterparts together will constitute one and the same instrument.
12.9 This Subscription Agreement is deemed to be entered into on the acceptance date by Issuer, notwithstanding its actual date of execution by the Subscriber.
12.10 The Subscriber and each beneficial purchaser, if any, acknowledge their consent and request that it is not all documents evidencing or relating in any way to the intention purchase of the parties hereto to violate any public policyShares be drawn up in the English language only. Nous reconnaissons par les présentes avoir consenté et demandé que tous les documents faisant foi ou se rapportant de quelque manière à l’achat des actions ordinaries soient rédigés en anglais seulement.
12.11 This Subscription Agreement, statutory or common law rulesincluding, regulationswithout limitation, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being the representations, warranties, acknowledgements and covenants contained herein, will survive and continue in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall full force and effect and be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto, the completion of the issue of Shares of the Issuer and any subsequent disposition by the Subscriber of the Shares.
12.12 The invalidity or unenforceability of any particular provision of this Subscription Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
12.13 Except as expressly provided in this Subscription Agreement and in full force the agreements, instruments and effectother documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute, by common law, by the Issuer, by the Subscriber, or by anyone else. In the event that execution pages are delivered to the Issuer without this entire Agreement, the Issuer is entitled to assume that the Subscriber, and each beneficial purchaser for whom it is acting, has accepted all of the terms and conditions contained in the parts of this Subscription Agreement that are not returned, without amendment or modification.
12.14 Unless otherwise stated, all monetary amounts expressed herein are Canadian Dollars.
Appears in 2 contracts
Sources: Common Share Subscription Agreement (Siyata Mobile Inc.), Common Share Subscription Agreement (Siyata Mobile Inc.)
General. 12.1 Employee acknowledges 9.1 The headings and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained section references in this Agreement shall limit, abridge or modify the rights are for convenience of Employer in reference only and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision do not form a part of this Agreement and any present are not intended to interpret, define or future statutelimit the scope, law, ordinance extent or regulation, the latter shall prevail, but in such event the provision intent of this Agreement affected shall be curtailed and limited only or any provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with respect to the extent necessary to bring it within legal requirements. Without limiting performance by the generality parties of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of their respective obligations under this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this 9.3 This Agreement shall inure enure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior express written consent of the other party.
9.4 This Agreement supersedes all prior agreements entered into between the parties and constitutes the entire agreement between the parties hereto relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in full force writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought and effectthis Agreement supersedes all prior agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and do such further acts and other things as may be necessary to implement and carry out the intent of this Agreement.
9.6 All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed by postage prepaid double registered mail addressed as follows: To the Company: OPTIMA PETROLEUM CORPORATION, Suite 600 - 595 ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, V6C 2T5; Attention: The President HODG▇▇▇▇▇▇ ▇▇▇ITIES CORPORATION, Suite 600 - 595 ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, V6C 2T5; Attention: The President or to such other address as may be given in writing by the Company or the Consultant and shall be deemed to have been received, if delivered, on the date of delivery and if mailed as aforesaid at Vancouver, British Columbia then on the third business day following the posting thereof.
Appears in 2 contracts
Sources: Consulting Agreement (Optima Petroleum Corp), Consulting Agreement (Optima Petroleum Corp)
General. 12.1 Employee acknowledges a. Customer's rights to use Services are personal to Customer, are non-exclusive, non-transferable and warrants that his breach non-sub licensable. Customer shall not attempt to assign or transfer any rights or obligations under this Agreement without the prior written approval of any of the provisions contained DAXKO. Any attempt to assign this Agreement in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any violation of the provisions of Sections 5, 6, 7 this paragraph will be void and of no force or 8 hereof, in addition to effect. Customer and any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section attempted transferee shall be deemed jointly and severally liable to limit Employer’s remedies at law or in equity DAXKO for any breach costs or damages incurred by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing DAXKO in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount connection with attempted assignments not permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this paragraph. This Agreement shall inure to the benefit of the parties heretohereto and is not intended to inure to the benefit of Customer’s clients nor any other third parties.
b. Customer acknowledges that DAXKO has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability, their heirsthe disclaimers of warranties and damages and Customer’s indemnification obligations set forth herein and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if this Agreement is found to have failed of its essential purpose.
c. DAXKO’s performance hereunder shall be excused where delayed or hindered by war, riots, civil unrest, embargoes, strikes or other concealed acts of workmen, casualties, accidents, acts of nature (including flood or earthquake), computer attacks (whether by government/nation entities or otherwise), or other occurrences beyond DAXKO's control. Customer agrees that DAXKO is not responsible or liable for acts of God or Internet blackouts and brownouts beyond the control of DAXKO. DAXKO shall notify Customer in the event of any of the foregoing occurrences. Should such occurrence continue for more than thirty (30) days, DAXKO or Customer may terminate this Agreement with no further obligation, except for the payment of fees incurred prior to the event giving rise to the termination.
d. Any legal representativesaction arising out of DAXKO’s provisioning of Services, successorsincluding the failure, and assigns. This malfunction or defect in the Services, shall be brought within one (1) year of the occurrence or deemed waived.
e. Neither party to this Agreement will solicit for employment nor knowingly employ any then current employee of the other party either directly or indirectly through a third party during the term of this Agreement, including any renewal thereof, without the mutual agreement of the parties.
f. The Services are subject to DAXKO's sunset or discontinuation policy ("Sunset Policy") and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of DAXKO reserves the right to discontinue all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee support for the due performance of all of Services, or for any features, services or content accessible through the termsServices, covenantsin accordance with such Sunset Policy, which is expressly incorporated by reference herein. From time to time, DAXKO may change the terms and conditions of this Agreement the Sunset Policy. DAXKO will notify Customer of any such change. For the latest version of the Sunset Policy, go to be complied with and performed ▇▇▇▇://▇▇▇▇▇.▇▇▇/daxko-sunset-policy or such other site designated by CompanyDAXKO. Customer's continued use of the Services will indicate Customer's agreement to any change in the Sunset Policy.
g. The term “affiliate”, as headings used in this agreement, shall mean any corporation, firm, partnership, Agreement are for convenience only and do not affect the meaning or other entity controlling, controlled by or under common control with Companyinterpretation of this Agreement. The term “control” (including “controlling”provisions of Sections 2 – 7, “controlled by”8.b, 8.c, and “under common control with”), as used in the preceding sentence, 10 – 12 of this Service Agreement shall be deemed to mean the possession, directly survive any termination or indirectly, expiration of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 h. This Agreement shall be governed by and construed according to in accordance with the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 Delaware, excluding the conflicts of law provisions thereof. The parties hereto expressly agree that it is not any disputes among them arising from or related to this Agreement shall be resolved by binding arbitration conducted under the intention auspices of the American Arbitration Association in a mutually agreed upon location. The parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions shall each be responsible for initial payment of one-half of any government arbitration fees, but upon final resolution the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. Notwithstanding the foregoing arbitration provision, Customer acknowledges that a breach or agency thereof. If any provision threatened breach of this Agreement is judicially by Customer or administratively interpreted its representatives may cause irreparable harm to DAXKO for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or construed as being a threatened breach by Customer or its representatives, DAXKO shall, in violation addition to any and all other rights and remedies that may be available at law (which DAXKO does not waive by the exercise of any such provisionrights hereunder), such articlesbe entitled to seek a temporary restraining order, sectionsinjunction, paragraphsspecific performance and any other equitable relief that may be available from a court of competent jurisdiction, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder parties hereby waive any requirement for the securing or posting of this agreement shall remain binding upon any bond or the parties hereto and showing of actual monetary damages in full force and effectconnection with such claim.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
General. 12.1 Employee acknowledges The Grantor shall take reasonable measures to restrict access to the Access Easement Area until such time as the Access Easement Area is safe and warrants that his breach of any fit for the purpose of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy easement as set out at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereofClause 3.01. If any provision of this Agreement is judicially or administratively interpreted application thereto to any person or construed as being in violation of circumstance shall, to any such provisionextent, such articlesbe invalid or unenforceable, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement Agreement, other than such term, shall remain be valid and enforced to the extent permitted by law. This Agreement shall be interpreted and enforced in accordance with the laws of the Province of Alberta. No action shall lie against either the Grantor, the Applicant, or the City for damages for breach of any one or more of the covenants contained in this Agreement unless the Grantor, the Applicant, or City were, at the time of the alleged breach, an owner of all or a portion of either the Servient or Dominant Lands and found by a court of competent jurisdiction to be in breach of this Agreement. This covenant shall constitute an absolute defence to any such action and may be pleaded as such. Throughout this Agreement, the singular shall include the plural and the masculine shall include the feminine as the case may be, and vice versa. Should the Grantor, the Grantee, the Applicant, or City at any time and from time to time comprise two or more persons, each such person shall be jointly and severally bound with the other and others for the performance of the obligations of the Grantor, the Grantee the Applicant, or the City of such rights. The parties hereby acknowledge and agree that every obligation or duty imposed upon them under this Agreement will constitute and are deemed to be covenants running with the Dominant and Servient Lands, whether expressed as covenants or not. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors, successors in full force title and effectassigns. Nothing in this Agreement shall relieve the Grantor from compliance with all applicable municipal bylaws, laws or regulations established by any other Government Authority which may have jurisdiction over the Servient Lands. Every provision of this Agreement by which the Grantor is obligated in any way shall be deemed to include the words "at the expense of the Grantor" unless the context otherwise requires. Every provision of this Agreement by which the Applicant is obligated in any way shall be deemed to include the words “at the expense of the Applicant” unless the context otherwise requires. This Agreement does not constitute a development permit or any other permit issued by the City. The failure of the City at any time to require strict performance by the Grantor or Applicant of any obligation under this Agreement shall in no way affect its right thereafter to enforce such obligation, nor shall the waiver by the City of the performance of any obligation hereunder be taken or held to be a waiver of the performance of any other obligation herein. The City's waiver of all or any portion of this Agreement must, without exception, be in writing and signed by the Manager of Infrastructure Planning, and any action that fails to comply with this requirement shall under no circumstances to be considered or construed to be a waiver. The Parties acknowledge and agree that this Agreement will be registered, at the Applicant's expense, by the City against title to the Servient Lands. The above recitals and attached schedules shall form part of this Agreement.
Appears in 2 contracts
Sources: Emergency Access Easement Agreement, Emergency Access Easement Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any 14.1 Any right granted herein to the Lessor may be exercised by the Lessor’s rental agent or other representative or agent.
14.2 If this Agreement is signed for the Tenant by a person (“the Signatory”) acting as an agent on behalf of the provisions contained Tenant, then that Signatory in Sections 5, 6, 7 or 8 hereof would result their personal capacity shall be liable for all the obligations imposed on the Tenant in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, terms of this Agreement in the event of such the Tenant fails to comply with its obligations in terms hereof. The signatory may be required to sign a breach of any suretyship simultaneously herewith (in the discretion of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law Lessor).
14.3 All of the United States or any other jurisdiction.
12.2 This Agreement sets forth schedules and/or annexes hereto are incorporated herein and shall have the entire agreement same force and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so effect as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, if they were set out in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements body of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this 14.4 This Agreement shall inure extend to the benefit of and be binding upon the parties hereto, their heirs, legal representativesexecutors, successors, administrators and assigns. This .
14.5 No extension of time or indulgence granted by the Lessor to the Tenant shall be deemed in any way to affect, prejudice or derogate from the rights of the Lessor in any respect under this Agreement, and Employee’s nor shall it in any way be regarded as a waiver of any rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition a novation of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions Agreement.
14.6 The terms of this Agreement form the sole contractual relationship between the parties in relation to be complied with the subject matter of the Agreement and performed by Company. The term “affiliate”, as used in no variation of this agreement, Agreement shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in affect the preceding sentence, terms hereof unless such a variation shall be deemed reduced to mean writing under the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both hands of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. 14.7 If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and unenforceable then that unenforceable provision is deemed severed from the remainder remaining provisions of this agreement Agreement, which shall not be affected and shall remain binding upon the parties hereto and in full force and effect.
14.8 If the Storage Facility should be destroyed or so damaged that it can no longer be beneficially occupied by the Tenant, this Agreement shall automatically terminate when that happens unless the parties agree otherwise in writing.
14.9 This Agreement shall be construed and governed in accordance with the laws of the Republic of South Africa and the parties agree that any magistrate court which has jurisdiction over the person of the Tenant shall have jurisdiction to entertain any action or proceeding that may arise out of this Agreement.
14.10 The Tenant consents that the Lessor may process his/her/its personal information as set out in the Protection of Personal Information Act 4 of 2013 to carry out actions for the conclusion or performance of this agreement.
14.11 The Tenant consents to the Lessor and/its agents requesting any information available on any Credit Bureau and/or financial institution regarding the Tenant.
14.12 In the event that the Lessor has to take steps for collection of outstanding debt, the Lessor may file a negative report against the Tenant’s profile at one or more of the major Credit Bureaus in South Africa.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
General. 12.1 Employee acknowledges 31.1 Each of the Parties is independent of the other and warrants nothing contained in this Contract shall be construed to imply that his there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right or authority to act on behalf of the other nor to bind the other by agreement or otherwise, unless expressly permitted by the terms of this Contract.
31.2 Failure or delay by either Party to exercise an option or right conferred by this Contract shall not of itself constitute a waiver of such option or right.
31.3 The delay or failure by either Party to insist upon the strict performance of any provision, term or condition of this Contract or to exercise any right or remedy consequent upon such breach shall not constitute a waiver of any such breach or any subsequent breach of any of the provisions contained in Sections 5such provision, 6, 7 term or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any condition.
31.4 Any provision of this Agreement Contract which may is held to be pursued invalid or availed by Employer. Furthermore, nothing unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Paragraph 12.1 Contract and any such invalidity or otherwise contained unenforceability in this Agreement any jurisdiction shall limit, abridge not invalidate or modify the rights of Employer render unenforceable such provisions in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any 31.5 If a provision of this Agreement Contract that is fundamental to the accomplishment of the purpose of this Contract is held to any extent to be invalid, the Authority and the Supplier shall negotiate in good faith immediately to remedy such invalidity.
31.6 Subject to Clause 31.7 of this Schedule 2 of these Call-off Terms and Conditions, each Party acknowledges and agrees that it has not relied on any representation, warranty or undertaking (whether written or oral) in relation to the subject matter of this Contract and therefore irrevocably and unconditionally waives any rights it may have to claim damages against the other Party for any misrepresentation or undertaking (whether made carelessly or not) or for breach of any warranty.
31.7 The waiver contained at Clause 31.6 of this Schedule 2 of these Call-off Terms and Conditions above shall not apply if the representation, undertaking or warranty relied upon:
31.7.1 is set out in this Contract; and/or 31.7.2 was made fraudulently.
31.8 Each Party shall bear its own expenses in relation to the preparation and execution of this Contract including all costs, legal fees and other expenses so incurred.
31.9 The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by general ▇▇▇, or by any other contract or document. In this Clause 31.9 of this Schedule 2 of these Call-off Terms and Conditions, right includes any power, privilege, remedy, or proprietary or security interest.
31.10 Unless otherwise expressly stated in this Contract, a person who is not a party to this Contract shall have no right to enforce any terms of it which confer a benefit on such person except that a Successor and/or a Third Party may directly enforce any indemnities or other rights provided to it under this Contract. No such person shall be entitled to object to or be required to consent to any amendment to the provisions of this Contract.
31.11 Each Party undertakes at the request of another, and at the cost of the requesting Party, to do all acts and execute all documents which may be necessary to give effect to the meaning and intention of this Contract.
31.12 This Contract, any variation in writing signed by an authorised representative of each Party and any present document referred to (explicitly or future statuteby implication) in this Contract or any variation to this Contract, lawcontain the entire understanding between the Supplier and the Authority relating to the Services to the exclusion of all previous agreements, ordinance confirmations and understandings and there are no promises, terms, conditions or regulationobligations whether oral or written, express or implied other than those contained or referred to in this Contract. Nothing in this Contract seeks to exclude either Party's liability for Fraud. Any tender conditions and/or disclaimers set out in the Authority’s procurement documentation leading to the award of this Contract shall form part of this Contract.
31.13 This Contract, and any Dispute or claim arising out of or in connection with it or its subject matter (including any non-contractual claims), shall be governed by, and construed in accordance with, the latter laws of England and Wales.
31.14 Subject to Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, the Parties irrevocably agree that the courts of England and Wales shall prevailhave non- exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this Contract or its subject matter.
31.15 All written and oral communications and all written material referred to under this Contract must be produced or conducted in the English language.
31.16 This Contract may be executed in any number of counterparts and by the Parties on separate counterparts, each of which so executed and delivered shall be an original, but in such event all the provision of this Agreement affected counterparts will together constitute one and the same agreement.
31.17 No counterpart shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality effective until each of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement Parties has been made by either party that executed and delivered at least one counterpart. Where more than one Supplier is not embodied in a Party to this Agreement, then delivery by the Authority for the purposes of Clause Error! Reference source n ot found. of this Error! Reference source not found. of these Call-off Terms and neither party Conditions shall be bound delivery to the person identified as the Contract Manager or Lead Contract Manager, and delivery by or liable the Supplier shall be delivery to the Authority. Delivery of an executed counterpart is not required by the Supplier to any other of the Suppliers.
31.18 Each Party may execute this Contract:
31.18.1 under hand, by their authorised signatory signing the Contract in the appropriate place in the body of this Contract; or
31.18.2 by the application of an electronic signature, by inserting a JPEG image of their authorised signatory’s signature in the appropriate place in the body of this Contract.
31.19 Delivery of an executed counterpart of this Contract (but for the avoidance of doubt not just a signature page) for the purposes of Clause 31.16 of this Error! Reference s ource not found. of these Call-off Terms and Conditions shall be by any alleged representationmethod permitted for notices under this Contract at Clause 28.1 of this Error! Reference s ource not found. of these Call-off Terms and Conditions. If delivery of an executed counterpart is by email the executed counterpart shall be transmitted in PDF, promiseJPEG, or inducement by an alternative format if agreed between the Parties. Delivery shall occur at the time of receipt as determined by applying the provisions of Clause 28.2 of this Error! R eference source not so set forthfound. of these Call-off Terms and Conditions.
12.4 The provisions of this Agreement shall inure 31.20 If delivery by email is adopted then, without prejudice to the benefit validity of the parties heretoContract, their heirseach Party shall provide the other Party with the originals of such counterparts as soon as reasonably possible thereafter. Where more than one Supplier is a Party to this Contract, legal representatives, successorsthen the Authority shall provide the originals of counterparts executed by the Authority to the person identified as the Lead Contract Manager, and assignseach of the Suppliers shall provide to the Authority the originals of counterparts executed by such Supplier. This AgreementSuppliers are not, and Employee’s rights and obligations hereunderfor the avoidance of doubt, may not be assigned required to provide the originals of counterparts executed by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement such Supplier to any affiliate other of Companythe Suppliers.
31.21 In relation to all third party claims against the Authority, which are the subject of any indemnity given by the Supplier under this Contract, the Authority shall:
31.21.1 notify the Supplier of any such claims as soon as reasonably practicable; providedand
31.21.2 use its reasonable endeavours, howeverupon a written request from the Supplier, that no to transfer the conduct of such assignment claims to the Supplier unless restricted from doing so. Such restrictions may include, without limitation, any restrictions:
(i) relating to any legal, regulatory, governance, information governance, or confidentiality obligations on the Authority; and/or
(ii) relating to the Authority’s membership of any indemnity and/or risk pooling arrangements. Such transfer shall be subject to the Parties agreeing appropriate terms for the conduct of the third party claim by the Supplier (unless Employee to include, without limitation, the right of the Authority to be informed and consulted on the ongoing conduct of the claim following such transfer and any reasonable cooperation required by the Supplier from the Authority).
31.21.3 Where the Authority is restricted from transferring any claim to the Supplier in accordance with Clause 31.21 of Schedule 2 of these Call-off Terms and Conditions, the Authority shall so agree in relation to any such claim:
(i) notify the Supplier about the claim in writing;
(ii) release Company of liability directly consult with the Supplier about its conduct;
31.21.4 where the Authority chooses to Employee for defend the due performance of all of claim, following consultation with the termsSupplier, covenantsdefend such claim diligently and, and conditions of this Agreement where appropriate, using competent counsel; and
31.21.5 where the Authority is considering settling the claim, consult with the Supplier about whether to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, settle it and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementsettlement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Call Off Agreement, Call Off Agreement
General. 12.1 Employee 21.1 All Schedules including addendums to this Agreement form an integral part of this Agreement as if they were written into the body of the Agreement.
21.2 This Agreement comprises the entire Agreement between the Parties and supersedes all previous Agreements between the Parties regarding the subject matter contained in this Agreement, but does not override or replace any other agreements between the Parties.
21.3 The Applicant acknowledges and warrants that his breach the Applicant is bound by the terms of this Agreement regardless of the terms of any other agreement the Applicant may enter into with a third party.
21.4 The Applicant must not assign, transfer, sublicense or grant any of the provisions contained in Sections 5, 6, 7 rights or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated privileges granted by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction this Agreement unless expressly permitted by this Agreement or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained Authorization.
21.5 The headings in this Agreement shall limit, abridge or modify the rights of Employer in are inserted for convenience only and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements do not form a part of this Agreement.
12.3 No representation, promise, or inducement has been made 21.6 This Agreement is governed by either party that and is not embodied to be construed and interpreted in accordance with the laws in force in the Province of British Columbia.
21.7 In this Agreement, a reference to an enactment of British Columbia includes a reference to any amendments and neither party shall be bound by or liable for any alleged representationsubsequent enactments of like effect and unless the context otherwise requires, promise, or inducement not so set forthall statutes referred to in this Agreement are enactments of British Columbia.
12.4 The provisions 21.8 If there are any changes to relevant privacy legislation during the Term of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunderthe Parties shall review and, may not be assigned by Employee. Company may assign its rightsif necessary, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign amend this Agreement to any affiliate of Company; provided, however, ensure ongoing compliance with that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiselegislation.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. 21.9 If any provision of this Agreement is judicially found to be invalid, illegal, or administratively interpreted or construed as being unenforceable, it will be severable from this Agreement and the remaining provisions will not be affected thereby and will be valid, legal, and enforceable.
21.10 No term of this Agreement and no breach of this Agreement by the Applicant will be considered to have been waived by PSBC unless such waiver is in violation the form of Authorization.
21.11 The Parties may execute this Agreement in separate counterparts, and the Parties shall consider each such counterpart when so executed and delivered to be an original copy of the Agreement. The Parties may deliver such counterparts by facsimile transmission, and the Parties shall consider any such provisioncounterpart delivered by facsimile transmission to be an original copy of the Agreement.
21.12 The Parties agree that Articles 4, such articles8, sections11, paragraphs13, sentences14, wordsand 21.3 continue in force indefinitely, clauses even after this Agreement ends or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effecthas been terminated.
Appears in 2 contracts
Sources: Data Sharing Agreement, Data Sharing Agreement
General. 12.1 Employee acknowledges This Agreement amends and warrants that his breach of restates the Original Agreement in its entirety. Each party will be excused for any of the provisions contained failure or delay in Sections 5its performance, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breachesresulting from causes beyond its control, including, without limitationsbut not limited to, an injunction electric or an order for a specific other power failure, acts of God or of the public enemy, war, riot, civil disorder, embargo, fire, flood or strikes, provided that the party invoking this provision has exercised commercially reasonable efforts to avoid such failure or delay and takes commercially reasonable steps to mitigate such failure or delay. Any party so delayed in its performance will immediately notify the other and describe in detail the circumstances causing such delay and as soon as the cause of delay is removed, such party shall proceed diligently with its performance. If Employer seeks to enjoin Employee from breaching any such provision This Agreement (including its exhibits, schedules and appendices) together with the Stock Purchase Agreement, dated as of Sections 5, February 6, 7 or 82012, Employee hereby waives by and among Weston Venture Partners, Inc., a Delaware corporation, AFS and the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. FurthermoreInsurer (including its exhibits, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in schedules and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets appendicies) set forth the entire agreement and understanding of the parties heretoagreement, and supersedes all prior agreementscommunications, arrangementswhether oral or written, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successorshereto with respect to the subject matter hereof, and assigns. This Agreementshall be governed, construed, and Employee’s rights and obligations hereunder, may not be assigned interpreted by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable York, without giving effect to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention conflict of laws principles. Each of the parties hereto hereby consents to violate the jurisdiction of the federal or state courts located within New York City, New York and agree that all actions or proceedings relating to this Agreement shall be litigated in such courts, and waive any public policy, statutory objection based on improper venue or common law rules, regulations, treaties or decisions forum non conveniens to the conduct of any government such action or agency thereofproceeding in such court. If This Agreement shall supersede any terms and conditions purporting to govern the use of the Systems found in any other documents, including any correspondence, invoice, purchase order or shrink-wrap, end-user licenses or clickwrap agreements or oral understandings. This Agreement may be not amended or modified, and waivers of and consents to any breach of any provision of this Agreement shall not be effective, unless in writing and signed by the party to be charged thereby in each instance. No waiver or consent shall be deemed to be a waiver of or consent to any other breach of the same or any other provision hereof. Except as expressly provided herein, no remedy specified in this Agreement is judicially or administratively interpreted or construed as being in violation intended to be exclusive of any such other remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or available at law or in equity. In case one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, it shall not invalidate, render illegal or unenforceable, or otherwise affect, any other provision, and such articles, sections, paragraphs, sentences, words, clauses or combinations thereof invalid provision shall be inoperative construed by limiting it so as to be valid and enforceable to the maximum extent permitted by applicable law. Headings used in such jurisdiction and the remainder this Agreement are for convenience, only, shall not be construed to be part of this agreement Agreement and are not intended to be full or accurate descriptions of the contents of all or any portion hereof. Whenever the context of this Agreement requires, words used in the singular shall remain be construed to mean and include the plural and words used in the plural shall be construed to mean and include the singular; pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender; references to person or persons shall be deemed to include all applicable individuals, associations, entities and bodies politic; and references to any Service or any content, computer software, coding or materials relating thereto or otherwise available on the Site, as well as references to the Site itself, shall be deemed to include all and any routines, programs, pages, frames and other applicable portions thereof, as the context may contemplate or require. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall be deemed the same instrument. Facsimiles of a party’s authorized representative’s signature shall be deemed to be binding upon the parties hereto and in full force and effectsuch party, unless otherwise prohibited by Law.
Appears in 2 contracts
Sources: License, Hosting and Maintenance Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co), coli.com License, Hosting and Maintenance Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)
General. 12.1 Employee acknowledges 12.01 There are not and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could shall not be adequately compensated by money damages any oral statements, representations, warranties, undertakings, or other legal remediesagreements between the parties relating to the subject matter hereof. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding may not be amended or modified in any respect except by written instrument executed by all of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained .
12.02 Time shall be construed so as to require of the commission of any act contrary to law and wherever there is any conflict between any provision essence of this Agreement and every part hereof provided that the time for doing or completing any present matter provided for herein may be extended or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementabridged.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 12.03 This Agreement shall be governed by and performed, construed according to and enforced in accordance with the laws of the State Province of New York applicable Alberta, Canada. HydroFlo irrevocably attorns to agreements the exclusive jurisdiction of the Alberta Courts for the purposes of this Agreement. Agisa irrevocably attorns to be wholly performed thereinthe exclusive jurisdiction of both the Alberta and any American Court for the purposes of this Agreement.
12.7 12.04 Any provision hereof which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12.05 Either party may waive in whole or in part non-compliance with any of the conditions herein or extend the time for compliance therewith without prejudice to its rights in respect of any other condition or conditions or any other subsequent breach or non-compliance.
12.06 The parties hereto expressly agree that it is not shall take such further steps and execute or cause to be executed such documents as may be required in order to implement or further evidence the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of foregoing obligations and covenants.
12.07 Nothing in this Agreement is judicially or administratively interpreted or shall be construed as being having created a principal-agent or employer-employee relationship between the parties. For purposes of greater certainty, HydroFlo cannot enter into a contract on behalf of Agisa.
12.08 HydroFlo may not assign its interest in violation this Agreement, in whole or in part, without the prior consent in writing of any such provisionAgisa, such articleswhich may be withheld at its sole discretion.
12.09 This, sections, paragraphs, sentences, words, clauses or combinations thereof Agreement shall enure to the benefit of and be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and their respective successors and permitted assigns.
12.10 Articles 3.03, 3.04, 4.04, 4.06, and all of Articles 6, 7, 9, and 10 herein shall survive the termination of this Agreement and shall continue in full force and effecteffect for the benefit of the parties.
12.11 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. It shall not be necessary that any single counterpart hereof be executed by all parties so long as at least one counterpart is executed by each party.
12.12 Words importing the singular number only in this Agreement shall include the plural number and vice versa and words importing one gender only in this Agreement shall include individuals, partnerships, corporations, and any other entities, legal or otherwise.
12.13 No party shall be in breach of this Agreement if there is any total or partial failure of performance by it or its duties and obligations occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature, and any reason beyond the control of such party.
12.14 Any formal notice required to be given to a party of this Agreement by the other party shall be given to the following addresses or such successor address as may be advised in writing in the future by such party:
(a) In the case of Agisa: #702, 21- ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
(b) In the case of HydroFlo: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇.
12.15 All differences or disputes which arise between the parties and whether during or after the termination of this Agreement and whether in relation to the interpretation of the Agreement or to any act or omission of any party to the dispute or to any act which ought to be done by the parties in dispute or in relation to any other matter whatsoever touching the subject matter of this Agreement shall be referred to a single arbitrator to be agreed upon by the parties to the dispute and in default of agreement to a single arbitrator appointed pursuant to the Arbitration Act (Alberta) then in force, with the place of arbitration to be determined by agreement of the parties or in accordance with said Act. The award or determination which shall be made by such arbitrator shall be final and binding upon the parties thereto and their assigns and there shall be no appeal from such award or determination. This Agreement shall be subject to the 1958 Convention of the Recognition and Enforcement of Foreign Arbitral
Appears in 2 contracts
Sources: License Agreement (Hydroflo Inc), License Agreement (Hydroflo Inc)
General. 12.1 Employee acknowledges 8.1 This Agreement is effective on the Effective Date. Where this Agreement refers to past or current obligations, this Agreement applies retrospectively from that date.
8.2 This Agreement supersedes, extinguishes and warrants that his breach of replaces all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral including whether in invoices, emails or otherwise between the parties relating to the Services and is the complete agreement between the parties.
8.3 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage its terms.
8.4 You will be an independent contractor and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limitrender you an employee, abridge worker, agent or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law partner of the United States or any other jurisdictionGovernment and you shall not hold yourself out as such.
12.2 This 8.5 You may not assign or transfer any rights or obligations under this Agreement sets forth (for example assigning or factoring invoices) without the entire agreement and understanding Government’s prior written consent. Any such transfer by you in breach of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained this section shall be construed so as to require the commission void and be an irremediable material breach of this Agreement. Government may transfer its rights and obligations under this Agreement without notice or consent.
8.6 Waiver of any act contrary to law and wherever there is any conflict between any provision breach of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall must be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby writing to be effective and shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such subsequent breach, or nor shall it be a waiver of the breach of underlying obligation. Should any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree court determine that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially not enforceable, such provision shall be modified, rewritten or administratively interpreted to include as much of its nature and scope as will render it enforceable.
8.7 All actions, claims or construed as demands against the Government must be commenced in court within one (1) year after the cause of action has accrued, or the action, claim or demand is barred, time being of the essence.
8.8 You consent to the Government processing data relating to you for legal, personal, administrative and management purposes and in violation particular to the processing of any sensitive personal data relating to you, as appropriate. The Government may make such provisioninformation available to those who provide products or services to it (such as advisers and payroll administrators), such articlesregulatory authorities, sections, paragraphs, sentences, words, clauses potential or combinations thereof shall be inoperative in such jurisdiction future employers and the remainder governmental or quasi-governmental organizations including those outside of this agreement shall remain binding upon the parties hereto and in full force and effectBermuda.
Appears in 2 contracts
Sources: Services Agreements, Services Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any 8.1 Time shall, in all respect, be of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury essence hereof.
8.2 All references herein to Employer which injury could not be adequately compensated by monetary amounts are to lawful money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionStates, unless otherwise indicated.
12.2 This 8.3 Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.
8.4 The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
8.5 Except as expressly provided for in this Subscription Agreement sets forth and in the entire agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the only agreement and understanding of between the parties hereto, with respect to the subject matter hereof and supersedes shall supersede any and all prior agreements, arrangements, negotiations and understandings. Nothing herein contained shall This Subscription Agreement may be construed so as to require the commission of amended or modified in any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted respect by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementwritten instrument only.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, 8.6 The terms and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Subscription Agreement shall inure be binding upon and enure to the benefit of the parties heretoPurchaser, the Company and their heirs, legal representatives, successors, respective successors and assigns. This Agreement; provided that, and Employee’s rights and obligations hereunderexcept as herein provided, may this Subscription Agreement shall not be assigned transferable or assignable by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for party without the due performance of all written consent of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseother.
12.5 8.7 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Subscription Agreement shall be governed by and construed according to in accordance with the laws of the State Province of New York British Columbia and the federal laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to agreements to be wholly performed thereinthe exclusive jurisdiction of the courts of the Province of British Columbia.
12.7 8.8 This Subscription Agreement is intended to and shall take effect on the date of acceptance of the subscription by the Company, notwithstanding its actual date of execution or delivery by any of the parties hereto, and shall be dated for reference as of the date of such acceptance by the Company.
8.9 The parties hereto expressly agree Company, the Agents and the U.S. Affiliate shall be entitled to rely on delivery of a facsimile or electronic (.pdf) copy of an executed subscription and acceptance by the Company of such subscription shall be legally effective to create a valid and binding agreement between the Purchaser and the Company in accordance with the terms hereof.
8.10 The Purchaser acknowledges and agrees that it is not all costs incurred by the intention Purchaser (including any fees and disbursements of any special counsel retained by the Purchaser) relating to the sale of the Securities to the Purchaser shall be borne by the Purchaser.
8.11 The Purchaser acknowledges that the Purchaser has consented to and requested that all documents evidencing or relating in any way to the issuance of the Securities be drawn up in the English language only. Le soussigné reconnait par les présentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque manière à la vente des titres offerts soient redigés en anglais seulement.
8.12 Each of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the request of the other parties hereto hereto, whether before or after the Closing, shall do, execute, acknowledge and in full force deliver or cause to be done, executed, acknowledged and effectdelivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.
Appears in 2 contracts
Sources: Subscription Agreement (ESSA Pharma Inc.), Subscription Agreement (ESSA Pharma Inc.)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 55.01 Each notice, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages demand or other legal remediescommunication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail addressed to the party entitled to receive it, or delivered to such party, at the address for such party specified above. Accordingly, in the event The date of receipt of such a breach notice, demand or other communication shall be the date of any of the provisions of Sections 5delivery if delivered, 6or, 7 or 8 hereofif given by registered mail, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or be the third calendar day after the notice have been so mailed, except in equity the case of interruption of postal services for any breach by Employee reason whatsoever, in which case the date of any provision of this Agreement receipt shall be the date on which may be pursued or availed by Employer. Furthermorethe notice, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition demand or other law of communication is actually received by the United States or any other jurisdictionaddressee.
12.2 5.02 This Agreement sets forth constitutes the entire agreement and understanding of to date between the parties hereto, hereto and supersedes all prior agreementsevery previous agreement, arrangementscommunication, and understandings. Nothing herein contained shall be construed so as to require expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only parties hereto with respect to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements subject matter of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this 5.03 This Agreement shall inure will enure to the benefit of and will be binding upon the parties hereto, their respective heirs, legal representativesexecutors, successors, administrators and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign .
5.04 The Schedules to this Agreement to any affiliate of Company; provided, however, that no such assignment are hereby incorporated by reference into this Agreement in its entirety.
5.05 Time shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all be of the terms, covenants, and conditions essence of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 5.06 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision situs of this Agreement is judicially Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts of the Province of British Columbia.
5.07 The parties hereby, jointly and severally, covenant and agree to forthwith, upon request, execute and deliver, or administratively interpreted or construed as being in violation of any such provisioncause to be executed and delivered, such articlesfurther and other deeds, sectionsdocuments, paragraphsassurances and instructions as may be required by the parties hereto or their respective counsel in order to carry out the true nature and intent of this Agreement.
5.08 Unless otherwise stipulated, sentencesall payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein are in lawful currency of the U.S.A.
5.09 Each article, wordssection, clauses or combinations thereof paragraph, term and provision of this Agreement, and any portion thereof, shall be inoperative in such jurisdiction considered severable, and the remainder if, for any reason, any portion of this agreement Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation in a final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement, all of which shall remain binding upon on the parties hereto and in continue to be given full force and effect.
5.10 This Agreement may be signed by the parties hereto in as many counterparts as may be necessary and, if required, by facsimile, each of which so signed being deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the Effective Date as set forth on the front page of this Agreement.
Appears in 2 contracts
Sources: Loan Agreement (Nitro Petroleum Inc), Loan Agreement (Quantum Energy Inc.)
General. 12.1 Employee acknowledges (a) Beyond the exercise of reasonable care to assure the safe custody of the Pledged Stock while held hereunder, Monarch shall have no duty or liability to preserve rights pertaining thereto and warrants that his breach shall be relieved of all responsibility for the Pledged Stock upon surrendering it to Pledgor.
(b) No course of dealing between Pledgor and Monarch, nor any failure to exercise, nor any delay in exercising, on the part of Monarch, any right, power, or privilege, whether now existing or hereafter arising hereunder or under the obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
(c) The rights and remedies herein provided and provided in all other agreements, instruments and documents delivered or to be delivered pursuant to any of the provisions contained in Sections 5, 6, 7 foregoing or 8 hereof would result in irreparable damage the Obligations are cumulative and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, are in addition to to, and not exclusive of, any rights or remedies which may be available to Employer, Employer may seek equitable relief for such breachesprovided by law, including, without limitationslimitation, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights and remedies of Employer in and to its trade secrets and confidential information a secured party under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionUniform Commercial Code.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 (d) The provisions of this Pledge Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Pledge Agreement in any jurisdiction.
(e) This Pledge Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto. Notwithstanding the foregoing, their heirs, legal representatives, successorsPledgor shall not have the right to assign or delegate any of its rights or obligations hereunder without the prior written consent of Monarch, and assignsany purported assignment or delegation in the absence of such consent shall be void.
(f) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. PLEDGOR CONSENTS TO IN PERSONAM JURISDICTION BEFORE THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK AND AGREES THAT ALL DISPUTES CONCERNING THIS AGREEMENT BE HEARD IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE EFFECTED UPON PLEDGOR UNDER ANY METHOD PERMISSIBLE UNDER THE LAWS OF THE STATE OF NEW YORK AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK.
(g) Pledgor recognizes that Monarch has relied on the pledge and security interest granted herein by Pledgor in extending credit and making the financial accommodations contemplated by the Master Lease and Pledgor agrees that such reliance by Monarch shall be sufficient consideration for this pledge.
(h) This Pledge Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.
(i) The section headings used herein are for convenience only and shall not be read or construed as limiting the substance or generality of this Pledge Agreement, and Employee’s rights and obligations .
(j) Whenever the singular shall be used hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, it shall be deemed to mean include the possession, directly or indirectly, of the power plural (and vice-versa) and reference to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, gender shall be deemed construed to beinclude all other genders, or construed asincluding neither, a further or continuing waiver of any such breach, or a waiver of whenever the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision context of this Pledge Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectso requires.
Appears in 2 contracts
Sources: Pledge Agreement (Monarch Properties Inc), Pledge Agreement (Monarch Properties Inc)
General. 12.1 Employee acknowledges 15.1 This Agreement, the appendices, and warrants that his breach any documents referenced herein represent the entire agreement between the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of any of kind or nature between the provisions contained Parties. Notwithstanding the aforementioned, this Agreement shall be read in Sections 5conjunction with the Darktrace Master Customer Agreement, 6, 7 Master Hosted Terms or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated Master Services Agreement entered into by money damages or other legal remedies. Accordingly, the Parties however in the event of such any discrepancy between this Agreement and one or more of the aforementioned, with respect to receipt of a breach Darktrace Certification or provision of a Training Session, this Agreement shall take precedence.
15.2 Each Party acknowledges and agrees that, in connection with this Agreement, it has not been induced to enter into this Agreement in reliance upon, and does not have any remedy in respect of, any representation or other promise of any nature other than as expressly set out in this Agreement. Each Party acknowledges and agrees that it has had the opportunity to review this Agreement with legal counsel of its choice and there will be no presumption that ambiguities will be construed or interpreted against the drafter.
15.3 No modification of this Agreement will be effective unless in writing and signed by both Parties. Notwithstanding the aforementioned, Darktrace may amend this Agreement without consent where Darktrace deems it reasonably necessary for the delivery of the provisions Course, Exam or Training Session(s) or receipt of Sections 5, 6, 7 the Darktrace Certification.
15.4 The illegality or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee unenforceability of any provision of this Agreement which may will not affect the validity and enforceability of any legal and enforceable provisions hereof.
15.5 Neither Party will be pursued liable for any failure or availed by Employer. Furthermore, nothing delay in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States performing services or any other jurisdiction.
12.2 This Agreement sets forth obligation under this Agreement, nor for any damages suffered by the entire agreement and understanding other by reason of the parties heretosuch failure or delay which is, indirectly or directly, caused by an event beyond such Party’s reasonable control including, but not limited to, riots, natural catastrophes, terrorist acts, governmental intervention, refusal of licences by any government or other government agency, or other acts of God (each an “Force Majeure Event”), and supersedes all prior agreementssuch non‐performance, arrangementshindrance or delay could not have been avoided by the non‐performing Party through commercially reasonable precautions and cannot be overcome by the non‐performing Party by commercially reasonable substitute services, and understandingsalternate sources, workarounds or other means. Nothing herein contained shall be construed so as to require During the commission continuation of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulationa Force Majeure Event, the latter shall prevailnon‐performing Party will use commercially reasonable efforts to overcome a Force Majeure Event and, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary that it is able, continue to bring it within legal requirementsperform its obligations under the Agreement.
15.6 Any notice will be delivered by hand or sent by recorded delivery, registered post or registered airmail and satisfactory proof of such delivery must be retained by the sender. Without limiting the generality of the foregoing, All notices will only become effective on actual receipt. Any notices required to be given to Darktrace in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinancewriting, or regulationany questions concerning this Agreement, payment should be addressed to: Attn: Legal Department, Darktrace Holdings Limited, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Building, ▇▇▇▇▇▇ Road, Cambridge, CB4 0DS, United Kingdom.
15.7 Save for Affiliates of Darktrace or as otherwise set out in this Agreement, this Agreement does not grant any rights under the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of this Agreement.
12.3 No representation15.8 You will permit Darktrace or an independent certified accountant appointed by Darktrace access, promiseon written notice, to Your premises and Your books of account and records at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the matter and performance of Your obligations under this Agreement. Darktrace will not be able to exercise this right more than once in each calendar year.
15.9 Nothing in this Agreement will be construed to create a partnership, joint venture, or inducement has been made agency relationship between the Parties.
15.10 You shall not be entitled to assign this Agreement without the prior written consent of Darktrace.
15.11 Any dispute or claim relating in any way to this Agreement will be governed by either party that is not embodied in this Agreementthe laws of England and Wales, and neither party any claim arising out of or in connection with this Agreement will be subject to the laws of England and Wales and shall be bound by subject to the exclusive jurisdiction of the courts of England and Wales, save that each Party may enforce it or liable for its Affiliates’ intellectual property rights in any alleged representation, promise, or inducement court of competent jurisdiction including but not so set forthlimited to equitable relief.
12.4 The provisions 15.12 Each Party shall comply with all applicable laws including, but not limited to, the Bribery Act 2010 and the Modern Slavery Act 2015.
15.13 No failure by a Party to exercise any right under this Agreement or to take action against the other in the event of a breach of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or constitute a waiver of the breach of such right o any other term or covenant contained in rights under this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 15.14 The parties hereto expressly Parties agree that it is with respect to a breach by a Party of clauses 10 and 13, monetary damages may not the intention of the parties hereto to violate any public policy, statutory be an adequate or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision sufficient remedy for a breach of this Agreement is judicially Agreement. Therefore, in addition to any applicable monetary damages, a Party will also be entitled to apply for injunctive or administratively interpreted or construed as being in violation of any other such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectequitable relief.
Appears in 2 contracts
Sources: Training Terms and Conditions, Training Terms and Conditions
General. 12.1 Employee acknowledges Notices under this Agreement will be in writing and warrants that his breach effective on the delivery date. We may provide any notice to you under this Agreement by posting a notice on the applicable Cloud Services website or sending a message to the email address associated with your account. Customer will deliver notices by (a) email to ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇, or (b) personal delivery or courier to the MongoDB address set forth on your most recent Order Form.. If you are located in North, Central or South America, New York law governs this Agreement, excluding any applicable conflict of any laws rules or principles, and the parties agree to the exclusive jurisdiction of the provisions contained courts in Sections 5New York, 6New York. For customers located elsewhere, 7 the law of England and Wales governs this Agreement, excluding any applicable conflict of laws rules or 8 hereof would result in irreparable damage principles, and injury the parties agree to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any exclusive jurisdiction of the provisions courts in London, England. This Agreement does not create a partnership, agency relationship or joint venture between the parties. The United Nations Convention for the International Sale of Sections 5Goods does not apply to this Agreement. Unless you tell us otherwise in writing, 6, 7 or 8 hereof, in addition we may refer to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for our relationship with you as a specific performancecustomer. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision Any assignment of this Agreement which may by you without our prior written consent will be pursued null and void, except an assignment to an Affiliate or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any salea merger or sale of all, transfer or other disposition of all or substantially all all, of its business and assets. Company your assets or stock, provided that you may also not assign this Agreement to any affiliate a competitor of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a ours without our prior written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereofconsent. If any provision of this Agreement is judicially unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intention and the remaining provisions will not be affected. The parties may amend this Agreement only by a written amendment signed by both parties. This Agreement incorporates any addenda or administratively interpreted exhibits, any Order Form and, if applicable, any data processing agreement or construed as being Business Associate Agreement, and comprises the parties’ entire understanding relating to the subject matter of this Agreement. Neither party has entered into this Agreement in violation reliance on any representations or warranties other than those expressly set forth in this Agreement or in an applicable Order Form. If any conflict exists between the provisions in this Agreement and any Order Form, the Order Form controls, and if any conflict exists between this Agreement and any addenda, exhibit or other agreement, this Agreement controls. A purchase order is for convenience only and any terms that govern the purchase order are of no effect. Customer’s purchase of any such provisionSubscription is not contingent on, such articlesand Customer has not relied on, sectionsthe delivery of any future functionality, paragraphsregardless of any communication about our products. Neither party will be liable for failures or delays in performance due to causes beyond its reasonable control. MongoDB Atlas for Government Addendum
1. Scope. This MongoDB Atlas for Government Addendum ("Addendum") is incorporated into and forms a part of the agreement between you and MongoDB with respect to your use of the Cloud Services ("Agreement"). The Agreement, sentencesas modified by this Addendum, words, clauses or combinations thereof shall be inoperative contains the terms and conditions that govern your use of MongoDB Atlas for Government ("Atlas for Gov"). Capitalized terms that are not defined in such jurisdiction and this Addendum have the remainder of this agreement shall remain binding upon the parties hereto and meaning provided in full force and effectyour Agreement.
Appears in 2 contracts
Sources: Cloud Subscription Agreement, Cloud Subscription Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any 1.1 Each of the provisions contained in Sections 5Parties hereto confirms the truth and accuracy of the recitals and agrees that the recitals form part of this Agreement.
1.2 This Agreement constitutes the entire agreement between the Parties with respect to the concerning the subject matter of this Agreement, 6, 7 or 8 hereof would result in irreparable damage and injury including but not limited to Employer which injury could not be adequately compensated by money damages or other legal remediesthe 1982 Agreement. Accordingly, in In the event that any terms and conditions specified in Schedules hereto are incompatible with those of this Agreement, the terms and conditions of this Agreement shall have priority.
1.3 Unless otherwise specified, references in this Agreement to Sections or Articles are to sections and articles of this Agreement. Any reference in this Agreement to any statute or any section thereof will be deemed, unless otherwise expressly stated, to be a reference to such a breach statute or section as amended, restated or re-enacted from time to time. The division of this Agreement into Articles and Sections is for convenience only, and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. Where the word “including” or “includes” is used in this Agreement it means “including (or includes) without limitation.”
1.4 Neither this Agreement or any provision hereof is intended to confer upon any person other than the Parties hereto any rights, obligations or remedies hereunder.
1.5 This Agreement shall be binding upon and enure to the benefit of the provisions Parties, and extend to their successors and assigns.
1.6 Any Article or Section of Sections 5, 6, 7 this Agreement or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any other provision of this Agreement which may is, or becomes, illegal, invalid or unenforceable shall be pursued severed from this Agreement, and shall be ineffective to the extent of such illegality, invalidity or availed unenforceability, and shall not affect or impair the remaining provisions hereof
1.7 The Parties hereby agree to be bound by Employer. Furthermoreall regulatory requirements, nothing in codes, statutes and laws applicable to their respective jurisdictions which are hereby incorporated by reference into, and form part of this Paragraph 12.1 Agreement.
1.8 If any Regulatory Authority having jurisdiction (or otherwise contained in this Agreement shall limitany successor boards or agencies), abridge or modify the rights a court of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition competent jurisdiction or other governmental entity with the appropriate jurisdiction (collectively, the “Regulatory Bodies”) issues a rule, regulation, law or order that has the effect of the United States cancelling, changing or superseding any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any term or provision of this Agreement and any present or future statute(the “Regulatory Requirement”), law, ordinance or regulation, the latter shall prevail, but in such event the provision of then this Agreement affected shall will be curtailed and limited only deemed modified to the extent necessary to bring it within legal requirements. Without limiting comply with the generality of Regulatory Requirement.
1.9 Notwithstanding the foregoing, in if the event that any compensation or other monies payable hereunder shall be in excess of Regulatory Authority materially modifies the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, terms and conditions of this Agreement and such modification(s) materially affect the benefits flowing to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, one or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties heretoParties, as determined by either of the Parties within twenty (20) Business Days of the receipt of the Agreement as materially modified, the Parties agree to attempt in good faith to negotiate an amendment or amendments to this Agreement or take other appropriate action(s) so as to put each Party in effectively the case of a waiversame position in which the Parties would have been had such modification not been made. In the event that, within sixty (60) days or some other time period mutually agreed upon by the party waiving compliance. The failure Parties after such modification has been made, the Parties are unable to reach Agreement as to what, if any, amendments are necessary and fail to take other appropriate action to put each Party in effectively the same position in which the Parties would have been had such modification not been made, then either Party shall have the right to unilaterally terminate this Agreement forthwith, as per Section 7.2.
1.10 Nothing in this Agreement shall be construed as affecting in any way the rights of either party at any time or times Party to require performance of any provisions hereof shall in no manner affect the right at a later time unilaterally make application to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instancesof the Regulatory Bodies having jurisdiction over that Party for a change in rates, terms and conditions, charges, classifications of service, rule or regulation.
1.11 Except as otherwise provided herein, no modification or supplement to this Agreement shall be deemed to be, valid or construed as, a further or continuing waiver binding unless set out in writing and executed by the Parties with the same degree of any such breach, or a waiver formality as the execution of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Interconnection Service Agreement, Interconnection Service Agreement
General. 12.1 Employee acknowledges and warrants that his breach of Customer may not assign this Agreement, or sublicense any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordinglyrights granted herein, in whole or in part, without the event prior written consent of such a breach Licensor, which consent may be withheld at the sole discretion of any Licensor. Any attempted assignment, delegation or transfer in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns. This Agreement contains the entire understanding of the provisions parties about its subject. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. No provision or part of Sections 5this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the party making the waiver. Any such waiver will be narrowly construed to apply only to the specific provision and under the specific circumstances for which it was given, 6, 7 or 8 hereof, in addition and will not apply with respect to any remedies which may be available repeated or continued violation of the same provision or any other provision. Failure or delay by either party to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of enforce any provision of this Agreement which may will not be pursued deemed a waiver of future enforcement of that or availed by Employerany other provision. Furthermore, nothing in this Paragraph 12.1 or otherwise contained Nothing in this Agreement shall limitwill be construed to place Licensor and Customer in an agency, abridge employment, franchise, joint venture, or modify partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of Employer in and any kind to its trade secrets and confidential information under any applicable trade secretthird parties. Neither party will represent to the contrary, trademarkeither expressly, patent, unfair competition implicitly or other law of otherwise. In the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between event that any provision of this Agreement and any present or future statuteis found to be unenforceable, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall will be curtailed and limited reformed only to the extent necessary to bring make it within legal requirements. Without limiting enforceable, and such provision as so reformed will continue in effect, to the generality extent consistent with the intent of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess parties as of the amount permitted by effective date hereof. If any such statute, law, ordinance, provision or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions part of this Agreement shall inure will, to any extent, be or become invalid, illegal or unenforceable, the remainder of this Agreement will continue in effect, and every other provision of this Agreement will remain valid and enforceable to the benefit full extent permitted by applicable law. In such event, the invalid or unenforceable provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of the parties hereto, their heirs, legal representatives, successors, and assignsas of the effective date hereof. This Agreement, Agreement is made under and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall will be governed by and construed according to in accordance with the laws of the State of New York applicable York, without regard to agreements its conflict of laws principles, and specifically excluding from application to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation the United Nations Convention on the International Sale of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectGoods.
Appears in 2 contracts
Sources: Purchase Agreement (LumiraDx LTD), Purchase Agreement (LumiraDx LTD)
General. 12.1 Employee acknowledges (a) This Agreement is personal to Users, and warrants that his breach of no party may assign or transfer this Agreement or any right, interest, or obligation under this Agreement without the prior express written consent of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage Escrow Agent and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionUsers.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 (b) The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, altered, amended, or supplemented only by a written instrument executed by both of the parties hereto, or in the case of a waiver, writing signed by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect Escrow Agent and the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this AgreementUsers.
12.6 (c) This Agreement shall will be governed by and construed according to under the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 [STATE], excluding its conflict of law provisions. The parties hereto expressly agree that it is not consent to the intention exclusive jurisdiction of, and venue in, the courts of the parties hereto to violate State of [STATE] and the federal courts situated therein in connection with any public policy, statutory action arising from or common law rules, regulations, treaties or decisions of any government or agency thereofin connection with this Agreement. If any provision of this Agreement is judicially void or administratively interpreted or contrary to law, the provision will be construed as being in violation nearly as possible to reflect the intentions of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon party with the parties hereto and other provisions remaining in full force and effect.
(d) Any other provision of this Agreement to the contrary notwithstanding, Buyer and Seller may provide a joint notice to the Escrow Agent, directing the Escrow Agent to perform any action contemplated by this Agreement, and, upon receipt of the joint notice, the Escrow Agent shall act in compliance with the joint notice and be protected by this Agreement.
(e) This Agreement and any joint notice may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. One or more counterparts of this Agreement may be delivered by facsimile or email, with the intention that the delivery will have the same force and effect as delivery of an original counterpart.
(f) If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then the provision will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions in this Agreement. Additionally, any prohibition or unenforceability of a provision in a jurisdiction will not invalidate or render unenforceable the provision in any other jurisdiction.
(g) Users authorize the Escrow Agent to disclose information with respect to this Agreement and the Escrow Registration Account established, the parties, or any transaction contemplated by this Agreement if the disclosure is: (i) necessary or desirable, in the Escrow Agent’s opinion, for the purpose of allowing the Escrow Agent to perform its duties and to exercise its powers and rights under this Agreement; (ii) to a proposed assignee of the rights of Escrow Agent; (iii) to a branch, affiliate, subsidiary, employee, or agent of the Escrow Agent or to their auditors, regulators, or legal advisers or to any competent court; (iv) to the auditors of any of the parties; or (v) permitted or required by applicable law, regardless of whether the disclosure is made in the country in which each Party resides, in which the Escrow Account is maintained, or in which the transaction is conducted. The parties agree that any permitted disclosure by the Escrow Agent and its affiliates may be transmitted across national boundaries and through networks, including those owned by third parties.
Appears in 2 contracts
Sources: Internet Domain Name Escrow Agreement, Internet Domain Name Escrow Agreement
General. 12.1 Employee acknowledges 15.1 It is hereby agreed that the Lessor shall be entitled to transfer its rights in the Premises, provided that the Lessee’s rights in the Premises shall not be prejudiced or restricted thereby.
15.2 The Lessee hereby undertakes not to endorse and/or to assign its rights pursuant to the Agreement, in whole or in part, to another or others, in any way whatsoever, and warrants not to deliver or transfer the Premises or any part thereof to another or others in any way whatsoever, and not to rent out the Premises or any part thereof by way of subletting other than subject to that his breach set forth above with regard to obtaining the Lessor’s consent in advance and in writing, which shall not be withheld other than for reasonable cause.
15.3 That set forth in this Agreement and the Appendices hereto covers everything which has been agreed by and between the Parties, and no other agreement, whether in writing or verbal, shall have any validity whatsoever. Any modification and/or amendment of this Agreement shall be made only by way of an explicit written document, signed by the Parties to this Contract.
15.4 The consent of a Party to this Agreement to deviate from the terms hereof in a specific case or in a series of cases shall not constitute precedent and shall not be used for the deduction of an analogy to any other case in the future.
15.5 Should a Party to this Agreement not have made use, or have delayed in making use, of any of the provisions contained rights which are conferred upon it pursuant hereto, in Sections 5a specific case or in a series of cases, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could that shall not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such deemed to constitute a breach waiver of any of that Party’s rights.
15.6 Any notice or warning that shall be sent by one Party to the provisions other in the context of Sections 5this Agreement shall be sent by registered postal mail, 6, 7 or 8 hereofunless otherwise stated, in addition accordance with the addresses of the Parties as they are set forth in the Preamble to this Agreement (or any remedies other address of which may appropriate notice shall be available to Employergiven in writing), Employer may seek equitable relief for such breaches, including, without limitations, an injunction and the notice or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section warning as set forth above shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and have been delivered to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law addressee upon the expiry of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but 72 hours after having been handed in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementpost office for dispatch.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Lease Agreement (Marlborough Software Development Holdings Inc.), Lease Agreement (Bitstream Inc.)
General. 12.1 Employee acknowledges 6.1 In this Agreement, words importing the singular number only shall include the plural and warrants that his breach vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind.
6.2 Any reference to currency is to the lawful currency of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or Unites States unless otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionindicated.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so 6.3 Maxim acknowledges that it is responsible for obtaining such legal advice as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but it considers appropriate in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company connection with the payment requirements execution, delivery and performance by it of this Agreement.
12.3 No representation, promise, 6.4 Maxim acknowledges and agrees that all costs and expenses incurred by it (including any fees and disbursements of any legal counsel retained by Maxim) relating to this Agreement or inducement has been made by either party that is not embodied in this Agreement, and neither party the acquisition of the Shares shall be bound borne by or liable for any alleged representation, promise, or inducement not so set forthM▇▇▇▇.
12.4 6.5 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The provisions of this Agreement shall inure Parties irrevocably attorn to the benefit exclusive jurisdiction of the parties hereto, their heirs, legal representatives, successors, and assigns. courts of the Province of British Columbia.
6.6 This Agreement, including the representations, warranties and Employee’s rights covenants contained herein, shall survive and obligations hereundercontinue in full force and effect and be binding upon the Parties, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for notwithstanding the due performance of all completion of the terms, covenants, and conditions acquisition of this the Shares by Maxim pursuant hereto.
6.7 This Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, is not transferable or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, assignable.
6.8 Time shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction essence of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. 6.9 If any provision of this Agreement is judicially held to be invalid or administratively interpreted or construed as being unenforceable in violation of any jurisdiction, then: (a) such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof provision shall be inoperative deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent in such jurisdiction, (b) the invalidity or unenforceability of such provision in such jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, and (c) such invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement.
6.10 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the settlement of the Loan Fee and the remainder issuance of the Shares, and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else with respect thereto.
6.11 This Agreement may only be amended by mutual written agreement of the Parties.
6.12 Delivery of an executed copy of this agreement Agreement by electronic means, including by email transmission or by electronic delivery in portable document format (“.pdf”), shall remain binding upon be equally effective as delivery of a manually executed copy of this Agreement. The Parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the parties hereto right to raise any defense based on the delivery of this Agreement by electronic means.
6.13 All notices and other communications hereunder shall be in full force writing and effectshall be deemed to have been duly given if mailed, emailed or transmitted by any standard form of telecommunication. Notices to Maxim shall be directed to the address on page 1 and notices to the Company shall be directed to the Company’s Chief Executive Officer at the address on page 1.
6.14 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.
Appears in 2 contracts
Sources: Business Loan Agreement (Yerbae Brands Corp.), Business Loan Agreement (Yerbae Brands Corp.)
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained Headings in this Agreement shall limitare included for reference purposes only and are not to be used in interpreting this Agreement. The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, abridge no collective bargaining agreement will apply to the relationship between the parties. No failure, delay of forbearance of either party in exercising any power or modify right hereunder will in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the rights of Employer in and to its trade secrets and confidential information event it is determined under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets that a certain provision set forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of in this Agreement and any present is invalid or future statuteunenforceable, law, ordinance or regulation, such determination will not affect the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The remaining provisions of this Agreement shall inure unless the business purpose of this Agreement is substantially frustrated thereby. This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior discussions, agreements and correspondence with regard to the benefit subject matter hereof except for any pre-existing agreements regarding assignment of the parties hereto, their heirs, legal representatives, successorsinventions and/or confidentiality (if any), and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modifiedmodified or supplemented in any respect, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only except by a written instrument subsequent writing executed by both of the parties hereto, or in the case of a waiver, by the party waiving complianceparties. The failure Employee acknowledges and confirms that all terms of either party at Employee's employment are personal and confidential, and undertakes to keep suchterm in confidence and refrain from disclosing such terms to any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the samethird party. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by by, and construed according to and interpreted in accordance with, the laws of the State of New York Israel, and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be applicable courts in Tel-Aviv. The Employee acknowledges that this Agreement, together with the Exhibits thereto, constitutes a due notice to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention Employee of the parties hereto to violate any public policyterms of employment, statutory or common law rules, regulations, treaties or decisions of any government or agency thereofas required under law. If any provision of this Agreement is judicially or administratively interpreted or construed as being Employee hereby declares that she understands the English language and that she does not need a translation into another language and that she has read and understood everything stated in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectits appendices.
Appears in 2 contracts
Sources: Personal Employment Agreement (AIT Therapeutics, Inc.), Personal Employment Agreement (AIT Therapeutics, Inc.)
General. 12.1 Employee acknowledges and warrants that his breach of any 7.1 Time shall, in all respects, be of the provisions essence hereof.
7.2 All references herein to monetary amounts are to lawful money of Canada.
7.3 The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
7.4 Except as expressly provided for in Sections 5, 6, 7 or 8 hereof would result in irreparable damage this Subscription Agreement and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire only agreement and understanding of between the parties hereto, with respect to the subject matter hereof and supersedes shall supersede any and all prior agreements, arrangements, negotiations and understandings. Nothing herein contained shall This Subscription Agreement may be construed so as to require the commission of amended or modified in any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted respect by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementwritten instrument only.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, 7.5 The terms and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Subscription Agreement shall inure be binding upon and enure to the benefit of the parties heretoPurchaser, the Corporation and their respective heirs, legal representatives, successors, successors and assigns. This Agreement; provided that, and Employee’s rights and obligations hereunderexcept as herein provided, may this Subscription Agreement shall not be assigned transferable or assignable by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for party without the due performance of all written consent of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseother.
12.5 7.6 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Subscription Agreement shall be governed by and construed according to in accordance with the laws of the State Province of New York British Columbia and the laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to agreements to be wholly performed thereinthe exclusive jurisdiction of the courts of the Province of British Columbia.
12.7 7.7 This Subscription Agreement is intended to and shall take effect on the date of acceptance of the subscription by the Corporation, notwithstanding its actual date of execution or delivery by any of the parties hereto, and shall be dated for reference as of the date of such acceptance by the Corporation.
7.8 The parties hereto expressly agree Corporation shall be entitled to rely on delivery of a facsimile copy of an executed subscription and acceptance by the Corporation of such subscription shall be legally effective to create a valid and binding Agreement between the Purchaser and the Corporation in accordance with the terms hereof.
7.9 The Purchaser acknowledges and agrees that it is not all costs incurred by the intention Purchaser (including any fees and disbursements of any special counsel retained by the Purchaser) relating to the sale of the Units to the Purchaser shall be borne by the Purchaser.
7.10 The Purchaser acknowledges that the Purchaser has consented to and requested that all documents evidencing or relating in any way to the issuance of the Securities be drawn up in the English language only. Le soussigne reconnait par les presentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque maniere a la vente des titres offerts soient rediges en anglais seulement.
7.11 Each of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the request of the other parties hereto hereto, whether before or after the Closing, shall do, execute, acknowledge and in full force deliver or cause to be done, executed, acknowledged and effectdelivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.
Appears in 2 contracts
Sources: Subscription Agreement (A2Z Smart Technologies Corp), Subscription Agreement (A2Z Smart Technologies Corp)
General. 12.1 Employee acknowledges and warrants that his breach A. There shall be no reprisals of any kind taken against any teacher by reason of his/her membership in the ASSOCIATION or participation in its activities.
B. Negotiation and grievance sessions shall be held after school hours. Insofar as possible, arbitration sessions shall be held after school hours. If arbitration, grievance or negotiation sessions are held during the regular school day, such members of the provisions contained in Sections 5, 6, 7 Leominster Education Association as are required to attend shall be paid at their regular rate.
C. Teachers shall be entitled to full rights of citizenship and no religious or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach political activities of any teacher or the lack thereof shall be grounds for any discipline or discrimination with respect to the professional employment of said teacher.
D. The COMMITTEE shall, upon request and within reasonable time, provide the ASSOCIATION with any documents which will assist the ASSOCIATION in developing intelligent, accurate, informed and constructive programs on behalf of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to teachers and their students together with any remedies other available information which may be necessary for the ASSOCIATION to process grievances under the Agreement.
E. The cost of printing this Agreement will be split equally between the Committee and the Association. The Association will take responsibility for distributing copies of the Agreement to its members and all new employees. A sufficient number of copies will be made available to Employerthe administration.
F. An Educational Development Committee composed of one (1) School Committee member, Employer one
(1) member of the Central Administration Office, one (1) Principal and two (2) teachers shall be appointed by the COMMITTEE each year to discuss the needs, programs and progress. If so desired, the Committee may seek equitable relief for such breaches, including, without limitations, an injunction appoint to one of its positions the Superintendent or an order for a specific performanceAssistant Superintendent. If Employer seeks This Committee shall report to enjoin Employee from breaching any such provision the COMMITTEE as it deems necessary and to both the ASSOCIATION and the COMMITTEE at least once no later than the end of Sections 5, 6, 7 or 8, Employee hereby waives each calendar year.
G. It is clearly understood that whenever the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained word “consult” is used in this Agreement said word shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall not be construed so as to require the commission of any act contrary party to law and wherever there is this contract to consent to any conflict between any provision of this Agreement and any present change, modification or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements reopening of this Agreement, nor shall it be a matter for arbitration.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. H. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation any application of this Agreement of any such provision, such articles, sections, paragraphs, sentences, words, clauses employee or combinations thereof group of employees shall be inoperative in found contrary to law, then such jurisdiction provision or application shall not be deemed valid and subsisting, except to the remainder of this agreement extent permitted by law, but all other provisions or applications shall remain binding upon the parties hereto and continue in full force and effect.
I. Any matter not covered by this Agreement or the school policy shall be decided at the discretion of the School Committee for the duration of this Agreement period.
J. A Joint Labor Management Committee (JLMC) consisting of three (3) members appointed by the superintendent and three (3) members appointed by the president of the Association may meet once per term at the request of either party to discuss matters of mutual concern.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
General. 12.1 Employee 9.1 Except as provided in this Agreement, this Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement.
9.2 Licensee acknowledges and warrants that his breach of any of the provisions restrictions contained in Sections 57.4, 67.5, 7 or 8 hereof and 7.6 are, in view of the nature of the business of Licensor, reasonable and necessary to protect the legitimate interests of Licensor, that Licensor would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remediesLicensor. AccordinglyLicensee agrees that, in the event of such a breach of it violates any of the provisions of restrictions referred to in Sections 57.4, 67.5, 7 or 8 hereofand 7.6, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section Licensor shall be deemed entitled to limit Employer’s such injunctive relief or other remedies at law or in equity for which the Court deems fit.
9.3 Licensee expressly acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defence any breach by Employee issue of reasonableness in any proceeding to enforce any provision of this Agreement which may be pursued or availed by Employer. FurthermoreAgreement, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law intention of the United States or any other jurisdictionParties being to provide for the legitimate and reasonable protection of the interests of Licensor by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law.
12.2 This Agreement sets forth the entire agreement 9.4 Each Party will be responsible for all of its own expenses, legal and understanding of the parties heretoother professional fees, disbursements, and supersedes all prior agreementsother costs incurred in connection with the negotiation, arrangementspreparation, execution and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision delivery of this Agreement and any present or future statute, law, ordinance or regulation, all documents and instruments relating hereto. The Parties agree that they have had adequate opportunity to seek independent legal and tax advice with respect to the latter shall prevail, but in such event the provision subject matter of this Agreement affected shall be curtailed Agreement, and limited only have either obtained such advice or consciously chosen not to the extent necessary to bring it within legal requirements. Without limiting the generality do so with full knowledge of the foregoing, in the event that any compensation risks associated with not obtaining such legal or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements tax advice.
9.5 The Schedule attached hereto forms an integral part of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party 9.6 The Parties shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions from time to time after the execution of this Agreement shall inure make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the benefit of true intention and to give full force and effect to this Agreement.
9.7 This Agreement and the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may of Licensee shall not be assigned by EmployeeLicensee or otherwise conferred by Licensee to any third party by the without the prior written consent of Licensor. Company may assign its rights, together with its obligations, hereunder Licensee shall not sublicense or grant any rights to any third party in connection with any salethis Agreement, transfer the License or other disposition the Technology, without the prior written consent of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseLicensor.
12.5 9.8 This Agreement may be amended, modified, superseded, cancelled, renewed amended or extended, and the terms or covenants hereof may be waived, supplemented only by a written instrument executed agreement signed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this AgreementParties.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section a) This Agreement shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.
b) If any provision of this Agreement which may be pursued is unenforceable or availed by Employer. Furthermoreinvalid for any reason whatever, nothing in this Paragraph 12.1 such unenforceability or otherwise contained in this Agreement invalidity shall limit, abridge not affect the enforceability or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law validity of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision remaining provisions of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected provisions shall be curtailed and limited only to severable from the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements remainder of this Agreement.
12.3 No representationc) The provisions herein constitute the entire Agreement between the Parties hereto and supersede all previous expectations, promiseunderstanding, communications, representations, and agreements, whether verbal or inducement has been made by either party that is not embodied in written, between the Parties with respect to the subject matter hereof.
d) Any inconsistency between this Agreement, and neither party shall be bound by or liable for any alleged representationthe policies, promiseguidelines, or inducement not so set forthdocuments appended to or incorporated by reference into this Agreement will be resolved in favour of the Agreement.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writinge) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of by either party Party at any time or times to require strict performance of any provisions hereof shall in no manner affect by the right at a later time to enforce the same. No waiver by either party of the breach other, of any term or covenant contained in provision of the Agreement shall not constitute a waiver or breach of such or any other term or provision of this Agreement, whether by conduct or otherwise, in any one or more instances, nor shall be deemed to be, or construed as, it constitute a further or continuing waiver of any such breach, or a waiver of the succeeding breach of any other term or covenant contained in this Agreementprovision.
12.6 f) No amendment to this Agreement shall be enforceable unless the same is in writing and signed by the Parties hereto.
g) This Agreement shall be governed by and construed according to the laws of the State Province of New York British Columbia and the laws of Canada applicable therein, and the Parties agree to agreements attorn exclusively to the jurisdiction of the courts of British Columbia.
h) Neither Party may assign its rights under this Agreement.
i) Sections 10 (Privacy and Confidentiality), 11 (Termination), 12 (Indemnification), 13 (Insurance), 14 (g) (Governing Law) and 14(k) (Notice) and any other sections, including Schedules, herein that should survive in accordance with their terms shall survive the termination or expiration of this Agreement.
j) This Agreement and all documents contemplated by or in connection with this Agreement may be executed and delivered in any number of counterparts with the same effect as if all Parties had signed and delivered the same document. All counterparts will be construed together to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not an original and will constitute one and the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereofsame Agreement. If any provision Both Parties must deliver an executed copy of this Agreement is judicially to the other Party.
k) Each notice to a Party must be given in writing. A notice may be delivered to a representative of the Party by hand, fax, or administratively interpreted or construed email as being in violation set out on the first page of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof this Agreement. Any notice delivered on a Business Day before 4:00 p.m. Pacific Time shall be inoperative deemed to have been given on that Business Day and after 4:00 p.m. shall be deemed to have been given on the next Business Day.
l) Wherever appropriate in such jurisdiction this Agreement, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. The remainder of this agreement shall remain binding upon page left intentionally blank. Schedule A follows on the parties hereto and in full force and effectnext page.
Appears in 2 contracts
Sources: Educational Services, Educational Services
General. 12.1 Employee acknowledges 24.1 Neither party may assign this Agreement or any rights, benefits or obligations under the terms of this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
24.2 Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership and warrants that his breach none of the parties shall be, or be construed to be, the agent of any of the provisions contained other parties for any purpose or to have any authority to bind or incur any liability on behalf of any of the other parties, save as otherwise expressly provided in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated this Agreement.
24.3 The waiver by money damages or other legal remedies. Accordingly, in the event either party of such a breach or default of any of the provisions of Sections 5this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of any party to avail itself of any right, 6, 7 power or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense privilege that Employer it has or will then may have an adequate remedy at law. Nothing in under this Section shall be deemed to limit Employer’s remedies at law or in equity for Agreement operate as a waiver of any breach or default by Employee of any other party.
24.4 If any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth part of any such provision is held to be invalid, unlawful or unenforceable, such provision or part (as the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained case may be) shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited ineffective only to the extent necessary to bring it within legal requirements. Without limiting of such invalidity, unlawfulness or unenforceability and shall not prejudice or affect the generality remainder of the foregoing, in the event that such provision or any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements provision of this Agreement.
12.3 24.5 No representation, promisevariation to, or inducement has been made by either party that is not embodied in this Agreementmodification, and neither party shall be bound by amendment or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions abrogation of this Agreement shall inure to the benefit be of any effect unless it is in writing and signed by each of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder .
24.6 All the terms of the agreement between the parties are set out in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement and the other agreements and documents referred to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of this Agreement and all of the other terms, covenantsconditions, indemnities and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entitywarranties, whether through ownership of voting securities express or by contract or otherwise.
12.5 This Agreement may be amendedimplied, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct statutory or otherwise, and all representations (save in any one respect of fraudulent misrepresentations) whether made orally or more instancesin writing are excluded save to the extent that the same appear in this Agreement or such other agreements and documents or are specifically agreed hereafter in writing by the parties and all prior agreements, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in negotiations and statements are superseded by this Agreement.
12.6 24.7 This Agreement shall be governed by and construed according to in accordance with the laws of England and Wales and the State parties hereby submit to the exclusive jurisdiction of New York applicable to agreements the English courts.
24.8 This Agreement may be executed by the parties on separate counterparts; each of which shall constitute an original, but both counterparts shall together constitute one and the same instrument. The Services to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof rendered by Computershare shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.include:-
Appears in 2 contracts
Sources: Cdi Nominee Services Agreement (Groupe Eurotunnel SA), Cdi Nominee Services Agreement (Groupe Eurotunnel SA)
General. 12.1 Employee acknowledges 8.1 This Agreement may be executed in any number of counterparts, and warrants that his breach of any of by the provisions contained in Sections 5parties on separate counterparts, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could but shall not be adequately compensated by money damages or other legal remedieseffective until each party has executed at least one counterpart. AccordinglyEach counterpart shall constitute an original of this Agreement, in but all the event of such a breach of any of counterparts shall together constitute but one and the same instrument.
8.2 Except to the extent already performed, all the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which shall, so far as they are capable of being performed or observed, continue in full force and effect notwithstanding Completion.
8.3 This Agreement may only be pursued or availed varied in writing (excluding electronic methods of writing) signed by Employer. Furthermoreeach of the parties.
8.4 This Agreement, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify along with all of the rights of Employer in and documents entered into to give effect to its trade secrets terms and confidential information under any applicable trade secretthe transactions contemplated hereunder, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth constitute the entire understanding and agreement and understanding of between the parties hereto, and supersedes supersede all prior agreements, arrangements, letters and understandings. Nothing herein contained discussions between the parties.
8.5 No announcement concerning the transaction contemplated by this Agreement or any ancillary matter shall be construed so as made by the Company without the prior written consent of the Subscriber, such consent not to require be unreasonably withheld or delayed, save that the commission of any act contrary to law and wherever there is any conflict between any provision of Company may (after consultation with the Subscriber) make an announcement concerning the transaction contemplated by this Agreement and or any present ancillary matter if required by law or future statute, law, ordinance any securities exchange or regulation, regulatory or governmental body to which the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that Company or any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Group Company with the payment requirements of this Agreementis subject.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party 8.6 If at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted becomes illegal, invalid or construed as being unenforceable in violation any respect under the law of any such provisionjurisdiction, such articlesthat shall not affect or impair the legality, sectionsvalidity or enforceability in that jurisdiction of any other provision of this Agreement, paragraphsor the legality, sentencesvalidity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
8.7 No delay or omission by any party to this Agreement in exercising any right, wordspower or remedy provided by law or under this Agreement shall affect that right, clauses power or combinations thereof remedy, or operate as a waiver of it. The exercise or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.
8.8 The Company will, from time to time on request and at its own expense, do and execute or procure to be done and executed (including by any Group Company) all necessary acts, deeds, documents and things in a form satisfactory to the Subscriber or, as the case may be, the Minister that the Subscriber or, as the case may be, the Minister reasonably considers necessary to give full effect to this Agreement and to remedy any breach of this Agreement which is related to any absence of authority or the existence of any impediment in regard to the performance of the Company’s obligations pursuant to this Agreement and pursuant to the terms of the Warrant Instrument and, in respect of the 2009 Preference Shares, under the Articles.
8.9 Each party shall bear its own costs and expenses in relation to the preparation, negotiation, execution, delivery, performance or enforcement of this Agreement and the subscription for, and allotment and issue of, the 2009 Preference Shares and the Warrants.
8.10 The rights and remedies of the Minister and the Subscriber pursuant to this Agreement are cumulative and not exclusive of any rights or remedies provided by law; in particular, the Company agrees that damages may not be an adequate remedy in the event of a breach of this Agreement by the Company and that, accordingly, the Subscriber or the Minister shall be inoperative in such jurisdiction and entitled (without proof of special damages) to the remainder remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement shall remain binding upon the parties hereto and in full force and effectAgreement.
Appears in 2 contracts
Sources: Subscription Agreement (Allied Irish Banks PLC), Subscription Agreement (Allied Irish Banks PLC)
General. 12.1 Employee acknowledges 31.1 Each of the Parties is independent of the other and warrants nothing contained in this Contract shall be construed to imply that his there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right or authority to act on behalf of the other nor to bind the other by agreement or otherwise, unless expressly permitted by the terms of this Contract.
31.2 Failure or delay by either Party to exercise an option or right conferred by this Contract shall not of itself constitute a waiver of such option or right.
31.3 The delay or failure by either Party to insist upon the strict performance of any provision, term or condition of this Contract or to exercise any right or remedy consequent upon such breach shall not constitute a waiver of any such breach or any subsequent breach of any of the provisions contained in Sections 5such provision, 6, 7 term or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any condition.
31.4 Any provision of this Agreement Contract which may is held to be pursued invalid or availed by Employer. Furthermore, nothing unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Paragraph 12.1 Contract and any such invalidity or otherwise contained unenforceability in this Agreement any jurisdiction shall limit, abridge not invalidate or modify the rights of Employer render unenforceable such provisions in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any 31.5 If a provision of this Agreement Contract that is fundamental to the accomplishment of the purpose of this Contract is held to any extent to be invalid, the Authority and the Supplier shall negotiate in good faith immediately to remedy such invalidity.
31.6 Subject to Clause 31.7 of this Schedule 2 of these Call-off Terms and Conditions, each Party acknowledges and agrees that it has not relied on any representation, warranty or undertaking (whether written or oral) in relation to the subject matter of this Contract and therefore irrevocably and unconditionally waives any rights it may have to claim damages against the other Party for any misrepresentation or undertaking (whether made carelessly or not) or for breach of any warranty.
31.7 The waiver contained at Clause 31.6 of this Schedule 2 of these Call-off Terms and Conditions above shall not apply if the representation, undertaking or warranty relied upon:
31.7.1 is set out in this Contract; and/or 31.7.2 was made fraudulently.
31.8 Each Party shall bear its own expenses in relation to the preparation and execution of this Contract including all costs, legal fees and other expenses so incurred.
31.9 The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by general ▇▇▇, or by any other contract or document. In this Clause 31.9 of this Schedule 2 of these Call-off Terms and Conditions, right includes any power, privilege, remedy, or proprietary or security interest.
31.10 Unless otherwise expressly stated in this Contract, a person who is not a party to this Contract shall have no right to enforce any terms of it which confer a benefit on such person except that a Successor and/or a Third Party may directly enforce any indemnities or other rights provided to it under this Contract. No such person shall be entitled to object to or be required to consent to any amendment to the provisions of this Contract.
31.11 Each Party undertakes at the request of another, and at the cost of the requesting Party, to do all acts and execute all documents which may be necessary to give effect to the meaning and intention of this Contract.
31.12 This Contract, any variation in writing signed by an authorised representative of each Party and any present document referred to (explicitly or future statuteby implication) in this Contract or any variation to this Contract, lawcontain the entire understanding between the Supplier and the Authority relating to the Services to the exclusion of all previous agreements, ordinance confirmations and understandings and there are no promises, terms, conditions or regulationobligations whether oral or written, express or implied other than those contained or referred to in this Contract. Nothing in this Contract seeks to exclude either Party's liability for Fraud. Any tender conditions and/or disclaimers set out in the Authority’s procurement documentation leading to the award of this Contract shall form part of this Contract.
31.13 This Contract, and any Dispute or claim arising out of or in connection with it or its subject matter (including any non-contractual claims), shall be governed by, and construed in accordance with, the latter laws of England and Wales.
31.14 Subject to Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, the Parties irrevocably agree that the courts of England and Wales shall prevailhave non- exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this Contract or its subject matter.
31.15 All written and oral communications and all written material referred to under this Contract must be produced or conducted in the English language.
31.16 This Contract may be executed in any number of counterparts and by the Parties on separate counterparts, each of which so executed and delivered shall be an original, but in such event all the provision of this Agreement affected counterparts will together constitute one and the same agreement.
31.17 No counterpart shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality effective until each of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement Parties has been made by either party that executed and delivered at least one counterpart. Where more than one Supplier is not embodied in a Party to this Agreement, then delivery by the Authority for the purposes of Clause Error! Reference source not found. of this Error! Reference source not found. of these Call-off Terms and neither party Conditions shall be bound delivery to the person identified as the Contract Manager or Lead Contract Manager, and delivery by or liable for the Supplier shall be delivery to the Authority. Delivery of an executed counterpart is not required by the Supplier to any alleged representation, promise, or inducement not so set forthother of the Suppliers.
12.4 The provisions 31.18 Each Party may execute this Contract:
31.18.1 under hand, by their authorised signatory signing the Contract in the appropriate place in the body of this Agreement shall inure to Contract; or
31.18.2 by the benefit application of an electronic signature, by inserting a JPEG image of their authorised signatory’s signature in the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder appropriate place in connection with any sale, transfer or other disposition the body of all or substantially all this Contract.
31.19 Delivery of its business and assets. Company may also assign an executed counterpart of this Agreement to any affiliate of Company; provided, however, that no such assignment shall Contract (unless Employee shall so agree in writing) release Company of liability directly to Employee but for the due performance avoidance of all doubt not just a signature page) for the purposes of the terms, covenants, and conditions Clause 31.16 of this Agreement to be complied with Error! Reference source not found. of these Call-off Terms and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, Conditions shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party any method permitted for notices under this Contract at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision Clause 28.1 of this Agreement is judicially or administratively interpreted or construed as being in violation Error! Reference source not found. of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.these Call-off
Appears in 2 contracts
Sources: Call Off Agreement, Faculty Framework Call Off Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages 15.1 Any notice or other legal remedies. Accordingly, communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by next working day delivery service providing proof of delivery,
(i) to Proven Works at its registered office with a copy emailed to ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and (ii) to the Licensee at the address for formal notices given in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which Appexchange Order (as may be available amended from time to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction time by notice served in accordance with this clause 15).
15.2 Any notice or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section communication shall be deemed to limit Employer’s remedies have been received if delivered by hand, on signature of a delivery receipt, or at law or in equity for the delivery time recorded by any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictioncourier.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained 15.3 The Licensee shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinancenot novate, or regulationassign the benefits of, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by in whole or liable for any alleged representationin part, promise, or inducement not so set forthwithout the written consent of Proven Works.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 15.4 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require its performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according in accordance with the law of England & Wales and the parties hereby submit to the laws exclusive jurisdiction of the State of New York applicable to agreements to be wholly performed thereinEnglish courts.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. 15.5 If any provision of this Agreement is judicially declared void, illegal, or administratively interpreted or construed as being in violation of any such provisionunenforceable, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties hereto agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.
15.6 Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.
15.7 This Agreement (i) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof, and (ii) cannot be altered except by agreement in full force writing executed by an authorised representative of each party. No purchase order and/or standard terms of purchase provided by Licensee after the date of signing of this Agreement shall amend or supersede this Agreement or any of its Terms. If the Licensee places more than one Appexchange Order then, unless the parties expressly agree otherwise, the version of these Terms presented to the Licensee when placing the latest Appexchange Order shall apply to the entirety of the Agreement from the date of the latest Appexchange Order forward.
15.8 Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Proven Works and effectsuch third parties shall not be entitled to enforce any term of this Agreement against Proven Works.
Appears in 2 contracts
Sources: Proven Works License Terms, Proven Works License Terms
General. 12.1 Employee acknowledges 16.1 This Agreement shall be construed and warrants that his breach of any enforced in accordance with the laws of the Province of Alberta, and the Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions contained in Sections 5this Agreement fail to comply with the applicable legislation, 6the Agreement shall be interpreted in accordance with those statutory requirements.
16.2 This Agreement and any other agreements expressly incorporated by reference herein, 7 constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or 8 hereof would result negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in irreparable damage and injury order to Employer which injury could not be adequately compensated by money damages or other legal remediesenter into this Agreement. Accordingly, in In the event of such a breach conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
16.3 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto.
16.4 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns.
16.5 This Agreement is a personal services agreement and may not be assigned by either Party without the prior written consent of the other Party.
16.6 The waiver by either Party of any breach of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge not operate or modify the rights be construed as a waiver by that Party of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law breach of the United States same or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement16.7 The Parties agree to execute and deliver such further and other documents, and neither party shall be bound by perform or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement cause to be complied with performed such further and performed by Company. The term “affiliate”, other acts and things as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed necessary or extended, desirable in order to give full force and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times effect to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This 16.8 The Executive agrees that following the termination of the Executive’s employment with the Corporation for any reason, the Executive shall tender her resignation from any position she may hold as an officer or director of the Corporation or any Related Corporation.
16.9 In the event of a Change of Control, the Corporation will use its reasonable commercial efforts to obtain and pay for directors’ and officers’ liability insurance on a “trailing” or “run off” basis for the Executive, covering claims made prior to or within six years from the date of the Change of Control, such insurance to provide coverage substantially equivalent in scope and coverage to that provided by the Corporation’s directors and officers insurance policy, if any, in effect immediately prior to the Change of Control.
16.10 The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits.
16.11 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed thereinaffected or impaired thereby in any way.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Executive Employment Agreement (Canwest Petroleum Corp), Executive Employment Agreement (Canwest Petroleum Corp)
General. 12.1 Employee acknowledges 13.1 Each Party undertakes, for no further consideration or payment but at the cost and warrants that his breach expense of the requesting Party, to sign all documents and to do all other acts as the requesting Party reasonably requires which may be necessary to give full effect to this Agreement.
13.2 Each Party shall pay the costs and expenses incurred by it in connection with the negotiation, preparation, execution and carrying into effect of this Agreement and each document referred to in it.
13.3 This Agreement shall, as to any of its provisions remaining to be performed or capable of having or taking effect following Completion, remain in full force and effect notwithstanding Completion.
13.4 Unless expressly provided otherwise, all representations, warranties, undertakings, covenants, agreements and obligations made, given or entered into in this Agreement by more than one person are made, given or entered into severally.
13.5 The rights of each Party under this Agreement:
13.5.1 may be exercised as often as necessary;
13.5.2 are cumulative and not exclusive of rights or remedies provided by law; and
13.5.3 may be delayed, released or waived only in writing and specifically.
13.6 Delay in the exercise or non-exercise of any right or remedy provided by this Agreement or by law is not a waiver of the provisions contained in Sections 5, 6, 7 that right or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event remedy.
13.7 A waiver of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision terms of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in a default under this Agreement shall limit, abridge or modify the rights does not constitute a waiver of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth breach or default and shall not affect the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements terms of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions 13.8 Any amendment of this Agreement shall inure not be binding on the Parties unless set out in writing, expressed to the benefit amend this Agreement and signed by authorised representatives of the parties hereto, their heirs, legal representatives, successors, Buyer and assigns. This Agreement, the Sellers’ Representative.
13.9 The provisions contained in each Clause and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions paragraph of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, enforceable independently of each of the power to direct others and their validity or cause the direction enforceability shall not be affected if any of the management and policies others is invalid or unenforceable by reason of such corporation, firm, partnership, or other entity, whether through ownership any provision of voting securities or by contract or otherwiseapplicable law.
12.5 13.10 If any provision is invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or modified, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
13.11 This Agreement may be amended, modified, superseded, cancelled, renewed or extendedexecuted in any number of counterparts, and by the terms or covenants hereof may be waivedParties on separate counterparts, only by each of which, when executed and delivered, shall constitute one and the same instrument. Delivery of an executed signature page of a written instrument executed by both of the parties hereto, counterpart facsimile transmission or in the case AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect on delivery of a waiver, by the party waiving compliance. The failure an executed counterpart of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Share Purchase Agreement (Upland Software, Inc.), Short Form Share Purchase Agreement (Upland Software, Inc.)
General. 12.1 Employee acknowledges 11.1 The Guarantee shall be binding upon and warrants that his breach enure to the benefit of any each of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage Guarantor and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in Lender and to its trade secrets successors and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionassigns.
12.2 This Agreement sets forth 11.2 The Lender shall pay its own costs and disbursements of and incidental to this Agreement. The Borrower shall pay its own as well as the entire agreement Guarantor's costs and understanding disbursements of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as incidental to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 11.3 No representationfailure to exercise and no delay in exercising on the part of the Lender any right, promisepower or privilege hereunder shall operate as a waiver thereof, nor shall any single or inducement has been made partial exercise of any right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forthlaw.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. 11.4 If any provision of this Agreement is judicially or administratively interpreted becomes invalid, illegal or construed as being in violation of unenforceable for any such provisionreason, such articlesinvalidity, sections, paragraphs, sentences, words, clauses illegality or combinations thereof unenforceability shall be inoperative in such jurisdiction not affect the remainder of this Agreement and the remainder of this agreement Agreement shall remain binding upon be construed and enforced as if such invalid, illegal or unenforceable portion were not contained herein, provided and to the extent that such construction would not materially and adversely frustrate the original intent of the parties hereto as expressed herein.
11.5 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
11.6 Time shall be of the essence as regards any date or period mentioned in full force this Agreement and effectany date or period substituted for the same by agreement of the parties hereto or otherwise.
11.7 Each of the parties hereto shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary or desirable to give effect to the terms of this Agreement.
11.8 This Agreement shall be assignable by the Lender.
11.9 The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach by such other party.
11.10 This Agreement shall enure to the benefit of, and be binding upon, each party hereto and that party's successors and assigns.
Appears in 2 contracts
Sources: Loan Agreement (Newtech Corp), Working Capital Loan Agreement (Newtech Corp)
General. 12.1 Employee acknowledges (a) Neither this Agreement nor any of the terms or conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the party to be charged therewith. Any waiver or amendment shall only be applicable in the specific instance, and warrants that his breach shall not constitute or be construed as a waiver or amendment in any other or subsequent instance. No failure or delay on the part of either party in respect of any enforcement of obligations hereunder shall in any manner affect such party's right to seek or effect enforcement at any other time or in respect of any other required performance.
(b) Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the express prior written consent of the other party.
(c) The captions and paragraph headings used in this Agreement are for convenience of reference only, and shall not affect the construction or interpretation of this Agreement or any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 (d) This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party all matters or disputes relating to the validity, construction, performance or enforcement hereof, shall be bound governed, construed and controlled by or liable for any alleged representation, promise, or inducement not so set forthand under the laws of the State of California.
12.4 The provisions of this (e) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, hereto and their respective heirs, legal executors, administrators, personal representatives, successorssuccessors and permitted assigns.
(f) This Agreement may be executed in counterparts, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition each of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, which shall be deemed to mean be an original hereof, but all of which together shall constitute one and the possessionsame instrument.
(g) Except for any legal or judicial proceeding which may be brought for injunctive and/or any other equitable relief as contemplated by paragraph 5(d) above, directly any dispute involving the interpretation or indirectlyapplication of this Agreement shall be resolved by final and binding arbitration before one or more arbitrators designated by the American Arbitration Association in Los Angeles, of the power to direct or cause the direction of the management and policies California. The award of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement arbitrator(s) may be amended, modified, superseded, cancelled, renewed enforced in any court of competent jurisdiction. The prevailing party in any action or extendedproceeding hereunder shall be entitled to an award for its costs and reasonable attorneys' fees in connection with such action or proceeding, and the terms arbitrator(s) in any arbitration hereunder shall be empowered and directed to make such an award in his, her or covenants hereof may be waived, only by a written instrument executed by both of their discretion.
(h) This Agreement constitutes the sole and entire agreement and understanding between the parties heretohereto as to the subject matter hereof, or in the case and supersedes all prior discussions, agreements and understandings of a waiver, by the party waiving compliance. The failure of either party at any time or times every kind and nature between them as to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementsubject matter.
12.6 (i) This Agreement shall be governed by is intended for the sole and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention exclusive benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns, and no other person or entity shall have any right to violate rely on this Agreement or to claim or derive any public policy, statutory benefit herefrom absent the express written consent of the party to be charged with such reliance or common law rules, regulations, treaties or decisions of any government or agency thereof. benefit.
(j) If any provision of this Agreement is judicially held invalid or administratively interpreted unenforceable, either in its entirety or construed as being in violation by virtue of any such provisionits scope or application to given circumstances, such articlesprovision shall thereupon be deemed modified only to the extent necessary to render same valid, sectionsor not applicable to given circumstances, paragraphsor excised from this Agreement, sentences, words, clauses or combinations thereof as the situation may require; and this Agreement shall be inoperative construed and enforced as if such provision had been included herein as so modified in such jurisdiction and scope or application, or had not been included herein, as the remainder of this agreement shall remain binding upon the parties hereto and in full force and effectcase may be.
Appears in 2 contracts
Sources: Employment Agreement (Compass Plastics & Technologies Inc), Employment Agreement (Compass Plastics & Technologies Inc)
General. 12.1 Employee acknowledges 10.1 Time is to be considered of the essence of this Agreement.
10.2 The City shall have the right to protect its rights under this Agreement by registering a caveat against the title to the ROW or Lands, as the case may be.
10.3 The terms, conditions and warrants covenants herein contained shall continue beyond the Closing Date, and accordingly they shall not merge with the transfer of the ROW.
10.4 Each of the parties hereto covenants and agrees with the other that his breach each will, from time to time and at all times hereafter, make, do and execute or cause or procure to be made, done or executed such further acts, deeds and assurances as may be necessary for the more effectually carrying into effect this Agreement.
10.5 The waiver of any of covenant, condition or provision hereof must be in writing.
10.6 This Agreement is the provisions contained entire agreement between the parties with regard to the matters dealt with in Sections 5it, 6and there are no understandings or agreements, 7 representations, warranties, conditions or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages collateral terms, verbal or other legal remedies. Accordinglyotherwise, in existing between the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing parties except as expressly set out in this Section shall be deemed to limit Employer’s remedies at law or in equity Agreement. The consideration stated herein is the sole consideration and inducement for any breach by Employee the execution of this Agreement.
10.7 Should any provision of this Agreement be void, voidable or unenforceable for any reason whatsoever, it shall be considered separate and severable from the remaining provisions of this Agreement, which may shall remain in force and be pursued or availed binding as though the said provision had not been included.
10.8 This Agreement shall be construed and governed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained the laws of the Province of Alberta.
10.9 The reference to any legislation in this Agreement shall limitbe deemed to include all amendments thereto and all regulations thereunder and all statutes, abridge or modify the rights of Employer in including all amendments thereto and to its trade secrets and confidential information under any applicable trade secretregulations thereunder, trademark, patent, unfair competition or other law of the United States or any other jurisdictionthat may be substituted for that legislation.
12.2 10.10 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure enure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and their respective heirs, executors, administrators, successors, including successors in full force title, and effectassigns.
10.11 This Agreement shall not be assigned by the Owner without the prior written consent of the City, which consent may be arbitrarily withheld.
10.12 In this Agreement:
(a) the word “shall” is to be read and interpreted as mandatory;
(b) the word “may” is to be read and interpreted as permissive; and
(c) the word “Owner” shall be read and interpreted as meaning an individual, a partnership, a corporation, a trust, an unincorporated organization, a government, or any department or agency thereof, and the heirs, executors, administrators or other legal representatives of any individual, and shall be read and interpreted as in the plural instead of the singular number if there is more than one party named, and in such case, the terms and conditions of this Agreement shall bind those parties individually as well as jointly.
10.13 The City is a licensed Real Estate Brokerage in the Province of Alberta.
10.14 This Agreement may be executed in counterpart and either by electronic or facsimile transmission.
Appears in 2 contracts
Sources: Memorandum of Understanding, Memorandum of Understanding
General. 12.1 Employee acknowledges (a) Licensee agrees that all agreements, notices, disclosures, and warrants other communications that his breach nexB provides to Licensee electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
(b) Licensee shall not assign this Agreement or transfer any of its rights hereunder, or delegate the performance of any of the provisions contained in Sections 5, 6, 7 its duties or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information obligations arising under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct merger, acquisition, sale of assets, operation of law, or otherwise, in any one or more instanceswithout the prior written consent of nexB. Subject to the foregoing, this Agreement shall be deemed binding upon, and inure to bethe benefit of, or construed as, a further or continuing waiver of any such breach, or a waiver the successors and assigns of the breach of any other term or covenant contained parties thereto. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights.
12.6 (c) This Agreement shall will be governed by and construed according to the laws of the State of New York applicable California without regard to agreements conflicts of law provisions thereof. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Each party irrevocably consents to be wholly performed thereinthe exclusive jurisdiction of and venue in the federal or state courts seated in the Counties of San Francisco, San Mateo or Santa Clara, California.
12.7 The parties hereto expressly agree (d) Any terms of this Agreement that it is by their nature extend beyond the termination of this Agreement shall remain in effect until fulfilled, and such terms shall apply to the respective successors and assigns of either party. Terms that survive include, but are not limited to, the intention provisions of the parties hereto to violate any public policySections 4 (Ownership), statutory or common law rules5 (Confidentiality), regulations7 (Limited Warranty), treaties or decisions 9 (Limitation of any government or agency thereof. Liability) and 16 (General).
(e) If any provision term of this Agreement is judicially found invalid or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall unenforceable that term will be inoperative in such jurisdiction enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
(f) The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.
(g) This Agreement, including the third-party software license agreements and any Order Forms that incorporate this Agreement, represents the entire agreement shall remain binding upon between the parties hereto relating to Licensee's use of the Software, Content and in full force Documentation and effectsupersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software, Content and Documentation whether written or oral, except to the extent nexB makes any software or services available to Licensee under separate written terms.
Appears in 2 contracts
Sources: Software Subscription License Agreement, Software Subscription License Agreement
General. 12.1 Employee acknowledges This Agreement may be amended at any time by written instrument executed and warrants that his breach delivered by each of the parties hereto. The parties hereto shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement throughout the term of this Agreement. Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. This Agreement and the terms hereof shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and its execution has not been induced by, nor do any of the provisions contained in Sections 5parties hereto rely upon or regard as material, 6any representations or writings whatsoever not incorporated herein and made a part hereof. This Agreement terminates and supersedes any previous agreements between the parties hereto relating to the subject matter hereof. If any article, 7 section or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach portion of any section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, that unenforceability or invalidity shall not affect the enforceability or validity of the provisions remaining portions of Sections 5this Agreement and such unenforceable or invalid article, 6, 7 section or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section portion thereof shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify severed from the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements remainder of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this . This Agreement shall inure enure to the benefit of the parties hereto, hereto and their respective heirs, legal representativesexecutors, successorsadministrators, successors and assigns. This Agreement, permitted assigns and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Agreement may be executed in full force any number of counterparts, each of which shall be deemed to be an original and effectall of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original form or by PDF/electronic mail and the parties adopt any signatures received by PDF/electronic mail as original signatures of the parties.
Appears in 2 contracts
Sources: Voting Trust Agreement (Naqi Logix Inc.), Voting Trust Agreement (Naqi Logix Inc.)
General. 12.1 Employee acknowledges 28.1 This Agreement is governed by and warrants that his breach of any must be interpreted and construed in accordance with the laws of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event Republic of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdictionSouth Africa.
12.2 28.2 This Agreement sets forth contains the entire agreement and understanding amongst the Parties in regard to its subject matter.
28.3 No Party may cede its rights under this Agreement without the prior written consent of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this AgreementParties.
12.3 28.4 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall Party will be bound by any express or liable for any alleged implied term, undertaking, representation, promisewarranty, promise or inducement the like not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer included or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained recorded in this Agreement, whether it induced the contract and/or whether it was negligent or not.
28.5 No variation, amendment or consensual cancellation of this Agreement or any term hereof will be binding or have any force and effect unless reduced to writing and signed by conduct or otherwise, in any one on behalf of the Parties.
28.6 Any extension of time or more instances, shall be deemed to be, waiver or construed as, a further or continuing waiver relaxation of any such breach, or a waiver of the breach terms of this Agreement will be construed as relating strictly to the matter in respect of which it was made or given and will not operate as an estoppel against any other term or covenant contained Party in respect of its rights under this Agreement.
12.6 This 28.7 No failure by any Party to enforce any term of this Agreement shall be governed by and construed according will constitute a waiver of such term or affect in any way such Party’s right to require the laws performance of such term at any time in the future, nor will a waiver of a subsequent breach nullify the effectiveness of the State of New York applicable to agreements to be wholly performed thereinterm itself.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate 28.8 If any public policy, statutory term or common law rules, regulations, treaties or decisions part of any government or agency thereof. If any provision term of this Agreement is judicially for any reason whatsoever, including a decision by any court, any legislation or administratively interpreted any other requirement having the force of law, declared or construed as being in violation of any such provisionbecomes unenforceable, such articlesinvalid or illegal, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction the Parties will negotiate and effect the remainder amendment of this agreement shall remain binding upon Agreement such that it is lawful and enforceable, retaining its essential terms.
28.9 Each Party confirms that it is acting as principal in its own right and not as agent for any other person or for any other Party.
28.10 The Parties acknowledge that they have been free to secure independent legal, tax and other advice as to the parties hereto nature and in full force effect of all the terms of this Agreement and effectthat they have either taken such independent legal and other advice or dispensed with the necessity of doing so.
Appears in 2 contracts
Sources: Shareholder Agreements, Shareholder Agreement
General. 12.1 Employee acknowledges 16.1 The rights, powers, privileges and warrants that his breach remedies provided in this letter agreement are cumulative and not exclusive of any of the provisions contained in Sections 5rights, 6powers, 7 privileges or 8 hereof would result in irreparable damage and injury remedies provided by law.
16.2 No delay or omission by any party at any time to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee require performance of any provision of this Agreement which may letter agreement shall affect its right to enforce such provision at a later time. A waiver of any right or remedy under this letter agreement shall only be pursued effective if given in writing and shall not be deemed a waiver of any subsequent breach or availed default.
16.3 No variation or amendment of this letter agreement shall be valid unless it is in writing and duly executed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights on behalf of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law all of the United States or any other jurisdictionparties.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between 16.4 Where any provision of this Agreement and letter agreement is or becomes illegal, invalid or unenforceable in any present respect under the laws of any jurisdiction then such provision shall be deemed to be severed from this letter agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties and, where permissible, that shall not affect or future statuteimpair the legality, lawvalidity or enforceability in that, ordinance or regulationany other, the latter shall prevail, but in such event the jurisdiction of any other provision of this Agreement affected letter agreement.
16.5 Any notice or other communication given under this letter agreement or in connection with the matters contemplated herein shall, except where otherwise specifically provided, be in writing in the English language, addressed as provided in paragraph 16.6 and served:
(a) by personal delivery in which case it shall be curtailed deemed to have been given upon delivery at the relevant address;
(b) if within the United Kingdom, by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting;
(c) if from or to any place outside the United Kingdom, by air courier, in which case it shall be deemed to have been given two Business Days after its delivery to a representative of the courier;
(d) if from or to any place outside the United Kingdom, by pre-paid airmail, in which case it shall be deemed to have been given five Business Days after the date of posting;
(e) by e-mail, in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a delivery receipt, provided that in the case of sub-paragraph (e) above any notice despatched other than on a Business Day between the hours of 9:30 a.m. to 5:30 p.m. shall be deemed to have been given at 9:30 a.m. on the next Business Day.
16.6 Notices under this letter agreement shall be sent for the attention of the person and limited only to the extent necessary address, or e-mail address, subject to bring it within legal requirements. Without limiting paragraph 16.7, as set out below: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AG For the generality attention of: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EVP, General Counsel & Corporate Secretary Address: Shinfield Park, Reading, Berkshire RG2 9FW E-mail address: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇▇ Name: AMEC plc For the attention of: ▇▇▇▇▇▇ ▇▇▇▇ General Counsel & Company Secretary Address: Old Change House, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ E-mail address: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
16.7 Any party to this letter agreement may notify the other party of the foregoing, in the event that any compensation change to its address or other monies payable hereunder details specified in paragraph 16.6 provided that such notification shall only be effective on the date specified in excess of such notice or five Business Days after the amount permitted by any such statutenotice is given, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementwhichever is later.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall 16.8 This letter agreement will inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both binding upon each of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreementand their respective successors and permitted assigns.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
Appears in 2 contracts
Sources: Confidentiality Agreement (Amec PLC), Confidentiality Agreement (Amec PLC)
General. 12.1 Employee acknowledges a) Platform Provider may use distributors, resellers, sub-contractors or consultants in connection with the performance of its rights and warrants obligations hereunder, which may include allowing such entities to have access or use of Your Products, data, and materials provided hereunder provided that his breach such entities shall be subject to no less restrictive obligations as those set forth herein.
b) You are an independent contractor and not an employee, agent, partner, joint venturer, representative, broker or principal of Platform Provider for any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury purpose.
c) Platform Provider’s failure to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such act with respect to a breach of any of the provisions of Sections 5, 6, 7 by You does not waive its rights to act with respect to subsequent or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such similar breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee No waiver of any provision of this Agreement which may will be pursued effective unless it is in a signed writing, and no waiver will constitute a waiver of any other provision(s) or availed by Employer. Furthermoreof the same provision on another occasion.
d) If a court of competent jurisdiction holds any term, nothing in this Paragraph 12.1 covenant or otherwise contained in restriction of this Agreement shall limitto be illegal, abridge invalid or modify unenforceable, the remaining terms, covenants and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated.
e) You may not assign any of Your rights or obligations under this Agreement, whether by operation of Employer law or otherwise, without providing Platform Provider with prior written notice of such assignment. Platform Provider may assign its rights or obligations under this Agreement to any of its affiliates. Subject to the foregoing limitations, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
f) The obligations in Sections 10 and 11 (solely as necessary or useful to its trade secrets permit Platform Provider to effectuate Section 2(d) and confidential information under 101.d)) and Sections 13-22 will survive any applicable trade secret, trademark, patent, unfair competition expiration or other law termination of the United States this Agreement.
g) This Agreement and any Additional Terms were originally written in English. If this Agreement or any Additional Terms are translated into other jurisdiction.
12.2 languages, the English versions will control to the extent of any conflict. This Agreement sets forth and the Additional Terms constitute the entire agreement between You and understanding Platform Provider with respect to Your use of the parties heretoPlatform and replaces any prior agreements between You and Platform Provider in relation to the Platform. Notwithstanding the foregoing, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever if there is any conflict between any provision of this Agreement and any present other agreement between You and Platform Provider which pertains to the same subject matter and which was duly signed by authorized signatories of both parties, then such duly signed agreement shall control to the extent of any conflict.
a) Platform Provider may make available certain software, software development kits, libraries, application programing interfaces, services, documentation, sample code, related materials, information, and equipment for use in connection with the Platform or future statuteother Platform Provider services, lawprograms, ordinance or regulationand/or features (collectively, the latter shall prevail“Platform Materials”). If You use any Platform Materials, but the following terms and conditions apply.
b) Platform Provider grants to You the following personal, non-transferable, non-exclusive, non- sublicenseable, revocable licenses to reproduce, install, and use the Platform Materials solely to develop, test, and promote Your Product and provide You and/or end users access to Platform Provider services, programs, and/or features through Your Product, in each case, as contemplated by the documentation for the applicable Platform Materials. If the Platform Materials include any libraries, sample code, or other materials that Platform Provider makes available specifically for incorporation in Your Products (as indicated by the applicable documentation), You may incorporate those materials in Your Products and reproduce and distribute those Platform Materials as incorporated in Your Products. You may also modify any such event the provision of this Agreement affected shall be curtailed and limited only sample source code (if any is provided) to the extent necessary to bring incorporate it within legal requirementsinto Your Products. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, You may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder use Platform Materials only in connection with the Platform Provider services, programs, and/or features for which they are made available, unless the documentation for the applicable Platform Materials authorizes broader use.
c) The licenses to redistribute Platform Materials as set forth in this Exhibit are granted upon Your compliance with the following limitations and requirements: (i) You will not use the Platform Materials with any sale, transfer software or other disposition of materials that are subject to licenses or restrictions (e.g. open source licenses) that, when combined with the Platform Materials, would require You or Platform Provider to disclose, license, distribute, or otherwise make all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all part of the termssuch Platform Materials to anyone else; (ii) You will distribute sample source code (if any is provided) only in object code form as part of Your Product; and (iii) You will not permit any third party to distribute the sample source code.
d) You may not (i) decompile, covenantsdecipher, and conditions disassemble, reverse engineer, disable, tamper with or otherwise work around technical limitations of the Platform Materials, except as expressly permitted by applicable law notwithstanding this Agreement to be complied with and performed by Company. The term “affiliate”limitation; (ii) modify or make any derivative works of the Platform Materials in whole or in part, except as used in this agreement, shall mean expressly permitted herein; (iii) remove any corporation, firm, partnershipproprietary notices or labels on the Platform Materials, or other entity controllingany copy thereof; (iv) use the Platform Materials, controlled by or under common control with Company. The term “control” (including “controlling”to infringe the rights of Platform Provider, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnershipits affiliates, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.third party;
Appears in 2 contracts
Sources: Platform Agreement, Platform Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 a) The provisions of this Agreement shall inure do not merge or terminate on completion of the transactions contemplated in this Agreement but, to the benefit extent that they have not been fulfilled and satisfied or are capable of the parties heretohaving effect, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.
12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.
b) No provisions in this Agreement shall in any way ▇▇▇▇▇▇, restrict, or prevent the exercise by the Commission of discretions, elections or options available to the Commission under legislation which is applicable to the Commission (including the Act).
c) Any waiver of a right or obligation of this Agreement must be in writing signed on behalf of the party waiving the right or obligation and is effective only to the extent specifically set out in that waiver.
d) If a provision in this Agreement is held to be illegal, invalid, void, voidable or unenforceable, that provision will be read down or severed, to the extent necessary to ensure that all other provisions of the Agreement are enforceable.
e) It is not necessary for the Commission to make payment before enforcing its right, including a right of indemnity conferred by this Agreement.
f) Each Party:
i. is not an agent, partner, joint venturer or representative of the other Party, and must not hold itself out as such; and
ii. must not make any promise, warranty or representation or execute any contract or otherwise deal on behalf of the other Party.
g) This Agreement may only be varied by the Commission or with the Commission's written approval. The Commission will not unreasonably withhold consent to a request by the RTO to vary the Agreement.
h) Subject to Clause 5, the RTO must not assign, transfer, novate or otherwise deal with this Agreement or any right under it without the prior written consent of the Commission (not to be unreasonably withheld).
i) This Agreement is governed by the law of Victoria.
j) Not withstanding any other clause or provision in this Agreement or pursuant to this Agreement, the Commission reserves the right to fund or not fund any course or qualification on the RTO’s scope of registration at its absolute discretion (effective date 2 May 2012).
Appears in 2 contracts
Sources: Service Agreement, Performance Agreement
General. 12.1 Employee acknowledges and warrants that his breach of any 8.1 Time shall, in all respects, be of the provisions essence hereof.
8.2 The Purchaser authorizes the Company to complete or correct any errors or omissions in this Subscription Agreement or of Appendix “I” – Investor Certificate to this Subscription Agreement, which are required to be completed and executed by the Purchaser and delivered to the Company hereunder.
8.3 All references herein to monetary amounts are to lawful money of Canada, unless indicated otherwise.
8.4 The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
8.5 Except as expressly provided for in Sections 5, 6, 7 or 8 hereof would result in irreparable damage this Subscription Agreement and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.
12.2 This Agreement sets forth the entire only agreement and understanding of between the parties hereto, with respect to the subject matter hereof and supersedes shall supersede any and all prior agreements, arrangements, negotiations and understandings. Nothing herein contained shall This Subscription Agreement may be construed so as to require the commission of amended or modified in any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted respect by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreementwritten instrument only.
12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, 8.6 The terms and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.
12.4 The provisions of this Subscription Agreement shall inure be binding upon and enure to the benefit of the parties heretoPurchaser, the Company and their heirs, legal representatives, successors, respective successors and assigns. This Agreement; provided that, and Employee’s rights and obligations hereunderexcept as herein provided, may this Subscription Agreement shall not be assigned transferable or assignable by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for party without the due performance of all written consent of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwiseother.
12.5 8.7 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
12.6 This Subscription Agreement shall be governed by and construed according to in accordance with the laws of the State Province of New York British Columbia and the laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to agreements to be wholly performed thereinthe exclusive jurisdiction of the courts of the Province of British Columbia.
12.7 8.8 This Subscription Agreement is intended to and shall take effect on the date of acceptance of the subscription by the Company, notwithstanding its actual date of execution or delivery by any of the parties hereto, and shall be dated for reference as of the date of such acceptance by the Company.
8.9 The parties hereto expressly agree Company shall be entitled to rely on delivery of a facsimile or electronic copy of an executed subscription and acceptance by the Company of such subscription shall be legally effective to create a valid and binding Agreement between the Purchaser and the Company in accordance with the terms hereof.
8.10 The Purchaser acknowledges and agrees that it is not all costs incurred by the intention Purchaser (including any fees and disbursements of counsel retained by the Purchaser) relating to the sale of the Units to the Purchaser shall be borne by the Purchaser.
8.11 The Purchaser acknowledges that the Purchaser has consented to and requested that all documents evidencing or relating in any way to the issuance of the Units be drawn up in the English language only. Le soussigne reconnait par les presentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque maniere a la vente des titres offerts soient rediges en anglais seulement.
8.12 Each of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the request of the other parties hereto hereto, whether before or after the Closing, shall do, execute, acknowledge and in full force deliver or cause to be done, executed, acknowledged and effectdelivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (Silver Bull Resources, Inc.)