General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right. 12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law. 12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 10.1 This Agreement shall be binding upon and 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 prior written consent of all the other Party.
10.2 This Agreement (including the Schedule theretotogether with any documents referred to herein) constitutes the entire whole agreement among between the parties and replaces Parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral any previous agreements or written, express or implied, statutory or otherwise among the parties with respect arrangements between them relating to the subject matter herein. There are thereof; it is expressly declared that no implied covenants contained variations hereof shall be effective unless made in writing signed by duly authorised representatives of the Parties.
10.3 All of the provisions of this 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, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, 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 than those rights and remedies available to it at law (and, without prejudice to the generality of good faith the foregoing, shall not extinguish any right to damages to which the Party may be entitled in respect of the breach of this Agreement) and fair dealingno exercise or failure to exercise such a right of rescission shall constitute a waiver by the Party of any such other right or remedy.
12.2 The parties 10.6 No failure of any Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall from time 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 time prior to or after Closing execute be done and deliver any and executed all such instruments and other further acts, deeds, documents and perform any and all such acts and other things as may be necessary or desirable to carry out give effect to the intent terms 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 10.8 This Agreement may be executed and delivered in two one or more counterparts counterparts, and by facsimile the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and by electronic delivery. Each each such counterpart, facsimile and electronically delivered copy counterpart shall be deemed to form constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument
10.9 Time whenever mentioned in this Agreement shall be of essence.
10.10 No purported variation to this Agreement shall be of any effect unless it is agreed in writing and an originally executed instrumentsigned 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 free from any deduction or withholding save as may be required by law, bearing in which event such deduction or withholding shall not exceed the date set forth on minimum amount which is required by law to deduct or withhold and the face page hereof notwithstanding payer will simultaneously pay to the date payee such additional amounts as will result in the receipt by the payee of execution the net amount equal to the full amount which would otherwise have been receivable had no such deduction or deliverywithdrawal been required.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement (CytoMed Therapeutics Pte. Ltd.), Subscription Agreement (CytoMed Therapeutics Pte. Ltd.)
General. 12.1 This Agreement (Except as is set forth in Paragraph 4.3b, COMPANY shall have the first right to conduct and control, [***], all patent litigation relating to the PATENT RIGHTS during the Term, including the Schedule thereto) constitutes 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 entire agreement among the parties and replaces and supersedes status of all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties such litigation. Before COMPANY may commence an action with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is infringement of the essence PATENT RIGHTS, it must obtain the consent of this AgreementLICENSOR, such consent not to be unreasonably withheld. Any failure to exercise any rights provided for hereunder shall notThereafter, COMPANY may, in the absence of a waiver in accordance with the terms hereofits sole discretion and at its own expense, affect the subsequent enforcement of may institute suit against any such right.
12.5 The invalidity infringer or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, alleged infringer and control and defend such suit in a manner consistent with the intent 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 parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not suit may be assigned or otherwise transferred by any party hereto entered into without the express prior written consent of LICENSOR. LICENSOR shall not unreasonably withhold consent of any settlement, consent judgment or other voluntary final disposition of suit that does not admit the other parties heretoinvalidity of any patent within PATENT RIGHTS and which does not purport to admit any fault or wrongdoing on the part of LICENSOR. This Agreement LICENSOR shall enure 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 benefit 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 be binding upon the parties hereto at its own expense, take steps to enforce any patent and their respective successors commence, control, settle, and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed defend any such suit in accordance a manner consistent with the laws of British Columbia terms and the 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 Columbiaprovisions hereof, and recover any damages, awards or settlements resulting therefrom, to be shared by COMPANY and LICENSOR in 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 manner set forth on the face page hereof notwithstanding the date of execution or deliverybelow. At LICENSOR’s request, COMPANY shall reasonably cooperate with any such litigation, at LICENSOR’s expense.
Appears in 3 contracts
Sources: Exclusive License Agreement, Exclusive License Agreement (Juno Therapeutics, Inc.), Exclusive License Agreement (Juno Therapeutics, Inc.)
General. 12.1 20.1. The End-User may not assign, transfer or otherwise dispose of its rights and obligations under this Agreement without the prior written consent of the Supplier, subject to clause 5.
20.2. This Agreement (including is only valid when an Order has been signed by authorised representatives of the Schedule thereto) constitutes End-User.
20.3. This Agreement sets forth the entire agreement among and understanding between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect hereto relating to the subject matter hereincontained herein and supersedes all previous communications, representations, proposals or prior agreements between them. There are no implied covenants contained in 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 than those shall be sufficiently given if in writing and delivered or sent by electronic mail; registered post, or facsimile transmission confirmed by post, to the address specified at the beginning of good faith and fair dealing.
12.2 The this Agreement, or such other address as the appropriate parties shall may designate in writing with a reasonable notice period, from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 theretotime. No waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement Notices shall be deemed to have been made and performed in British Columbiareceived on delivery if delivered by hand, and or on the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementsecond day after posting if sent by pre-paid letter or, if given by facsimile transmission, upon transmission.
12.8 20.5. The headings of the clauses of this Agreement are provided for convenience only and shall not contribute to or affect the meaning or construction of the said clauses.
20.6. This Agreement may only be executed amended by written agreement between the Supplier and delivered End-User.
20.7. If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall to the extent reasonably possible be construed in two or more counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall a manner so as to be deemed to form one enforceable and the same remaining provisions thereof shall remain in full force and an originally executed instrumenteffect and in no way be affected, bearing 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 set forth on when End-User knew, or should have known after reasonable investigation, of the face page hereof notwithstanding facts giving rise to the date of execution or deliveryclaim(s).
Appears in 3 contracts
Sources: Accounting Software License Agreement, Accounting Software License Agreement, Accounting Software License Agreement
General. 12.1 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 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 Schedule thereto) constitutes Parties constitute the entire agreement among between the parties Parties concerning the subject matter hereof, and replaces supersede all other prior and supersedes all prior contemporaneous agreements, memoranda, correspondence, communicationsunderstandings, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among undertakings (both written and oral) between the parties with respect to Parties concerning the subject matter herein. There are no implied covenants contained in hereof.
19.3 No amendment to this Agreement other than those of good faith and fair dealing.
12.2 The parties shall from time to time prior to be valid or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made binding unless set forth in writing and executed by the parties theretoParties. No waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability breach of any provision hereof of this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.
19.4 If any one or more of the provisions hereof, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as determined by a court of competent jurisdiction, then such provision shall not affect or impair be given full force and effect to the validity or enforceability of fullest possible extent that it is valid, legal and enforceable, and the remainder of the Agreement or any other provision hereof. In the event that any provision provisions hereof is invalid shall be construed as if such invalid, illegal or unenforceable in a given jurisdictionprovision was not and had never been contained herein, but only to the extent that shall not affect giving effect to such provision and the validity or enforceability remainder of the provision terms and provisions hereof shall be in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent accordance with the intent of the parties, Parties as reflected in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 3 contracts
Sources: Equity Distribution Agreement (Cresco Labs Inc.), Equity Distribution Agreement, Canadian Equity Distribution Agreement
General. 12.1 3.1 Nothing herein contained shall in any way affect the Indemnitee’s right to resign from his position as director or officer of the Indemnitor at any time.
3.2 The indemnity and release herein provided for shall survive the termination of the Indemnitee’s position as director or officer of the Indemnitor, the termination of this Agreement, and shall continue in full force and effect thereafter.
3.3 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among agreements between the parties with respect to its subject matter. Notwithstanding the subject matter herein. There are no implied covenants contained forgoing, nothing in this Agreement shall be deemed to diminish or otherwise restrict an Indemnified Party’s right to indemnification under any provision of the Indemnitor’s articles or under applicable corporate law.
3.4 Unless stated otherwise, all monies to be paid hereunder shall be paid within 10 days of becoming payable.
3.5 The Indemnitee acknowledges that he or she has been 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 that he or she is entering into this Agreement with full knowledge of the contents hereof, of his own free will and with full capacity and authority to do so.
3.6 If any provision of this Agreement is determined to be invalid or unenforceable in whole or 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 than those of provisions hereof shall continue in full force and effect. The parties hereto agree to negotiate in good faith and fair dealingto agree to a substitute provision which shall be as 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.
12.2 The parties shall from time 3.7 Each party hereto agrees to time prior to or after Closing execute and deliver any and do all such instruments things and other documents and perform any and take all such acts and other things actions as may be necessary or desirable to carry out give full force and effect to the intent of matters contemplated by 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 3.8 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.
12.7 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 governed by its terms and construed in accordance with by the laws of the Province of British Columbia and the 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, therein and the parties hereto hereby irrevocably agree that attorn to the jurisdiction of the courts of the Province of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementColumbia.
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 3 contracts
Sources: Indemnification Agreement (Arbutus Biopharma Corp), Indemnification & Liability (Arbutus Biopharma Corp), Indemnification & Liability (XBiotech Inc.)
General. 12.1 11.1 This Agreement (including the Schedule thereto) Licence constitutes the entire agreement among of the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations understandings and representationsagreements relating to the subject matter of this Licence, whether oral or written, express or implied, statutory or otherwise among the parties with respect .
11.2 Alterations to this Licence and to the subject matter herein. There Schedules to this Licence are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective valid if made they are recorded in writing and executed signed by both parties.
11.3 This Licence may not be assigned by either party to any other person or organisation, nor may either party sub-contract any of its obligations, except as provided in this Licence in respect of the management and operation of the Server, without the prior written consent of the other party, which consent shall not unreasonably be withheld.
11.4 If rights in all or any part of the Licensed Materials are assigned to another publisher, the Publisher shall use its best endeavours to ensure that the terms and conditions of this Licence are maintained.
11.5 Any notices to be served on either of the parties by the parties theretoother shall be sent by prepaid recorded delivery or registered post to the address of the addressee as set out in this Licence or to such other address as notified by either party to the other as its address for service of notices. No waiver All such notices shall constitute a waiver be deemed to have been received within 14 days of posting.
11.6 Neither party’s delay or failure to perform any provision of this Licence, as result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any other provision network facilities) shall be deemed to be, or act as to give rise to, a continuing waiver unless such is expressly provided forbreach of this Licence.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 11.7 The invalidity or unenforceability un-enforceability of any provision hereof of this Licence shall not affect or impair the validity continuation or enforceability of the remainder of this Licence.
11.8 Either party’s waiver, or failure to require performance by the Agreement or any other provision hereof. In the event that other, of any provision hereof is invalid or unenforceable in a given jurisdiction, that shall of this Licence will not affect the validity its full right to require such performance at any subsequent time, or enforceability be taken or held to be a waiver of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by lawitself.
12.6 11.9 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement Licence shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 English law; the parties hereby irrevocably agree that any dispute arising out of or in connection with this Licence will be subject to and within the jurisdiction of the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementEngland.
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 3 contracts
Sources: Read and Publish Agreement, Read and Publish Agreement, Read and Publish Agreement
General. 12.1 This Agreement (including The Agent shall be deemed to have exercised reasonable care in the Schedule thereto) constitutes custody and preservation of the entire agreement among Collateral if it takes such action for that purpose as the parties 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 replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral no failure of the Agent to preserve or written, express or implied, statutory or otherwise among the parties protect any rights with respect to the subject matter hereinCollateral 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 the custody or preservation of any Collateral. There are No delay on the part of the Agent in exercising any right, power or remedy shall operate as a waiver thereof, and no implied covenants contained in 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 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made unless the same shall be in writing and executed signed and delivered by the parties theretoAgent, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No waiver shall constitute a waiver 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 construed in accordance with and governed by the internal laws of the State of Illinois. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence remaining provisions of this Agreement. Any failure to exercise any rights provided for All notices hereunder shall not, be in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof writing (including facsimile transmission) and 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision be sent to the maximum extent permitted applicable party at its address shown opposite its signature hereto or at such other address as such party may, by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of notice to the other parties heretoparty, have designated as its address for such purpose. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed Notices sent by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement facsimile transmission shall be deemed to have been made given when sent with confirmation of receipt; notices sent by mail shall be deemed to have been given five Business Days after the date when sent by registered or certified mail, postage prepaid; and performed in British Columbianotices sent by hand delivery or overnight courier shall be deemed to have been given when received . This Agreement shall be binding upon the Company and the Agent and their respective successors and assigns, and shall inure to the parties hereby irrevocably agree that benefit of the courts Company and the Agent and the successors and assigns of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 the Agent. This Agreement may be executed and delivered in two or more any number of counterparts and by facsimile the different parties hereto on separate counterparts, and by electronic delivery. Each each such counterpart, facsimile and electronically delivered copy counterpart shall be deemed to form an original but all such counterparts shall together constitute but one and the same and an originally executed instrumentAgreement. ANY LITIGATION BASED HEREON, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliveryOR 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 This (a) Nothing in this 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.
(including the Schedule theretob) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties The Optionee shall have no rights as a stockholder with respect to the subject matter herein. There are no implied covenants contained in any shares that may be issued pursuant to this Agreement other than those until the date of good faith and fair dealingissuance 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.
12.2 The parties (c) This Agreement shall from time to time prior to or after Closing execute be binding upon the successors and deliver any assigns of the Company and all such instruments upon the Beneficiary, estate, legal representatives, legatees and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out heirs of the intent of this AgreementOptionee.
12.3 (d) Any amendments hereto waiver by a party of another party’s performance of, or waivers in respect hereof compliance with, the obligations under this Agreement shall only not operate, or be effective if made in writing and executed by the parties thereto. No waiver shall constitute construed, as a waiver of any subsequent failure by such other provision party to perform or act as a continuing waiver unless such is expressly provided forcomply.
12.4 Time is of the essence (e) Any term or provision of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 any situation in any jurisdiction shall not affect the validity or enforceability of the 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. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 (f) This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of Delaware, without regard to the principles of conflicts of laws thereof.
(g) The Option is intended to qualify as an “Option” that is a “Non-Statutory Stock Option” as defined in the Plan, a copy of which has been or is herewith being supplied to the Optionee and the laws terms and conditions of Canada applicable thereinwhich are hereby incorporated in this Agreement by reference. Any provision of the Plan to the contrary notwithstanding, no equitable adjustment or other 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), or that would constitute a modification of the Option under Treasury Regulation section 1.409A-1(b)(5)(v)(B). For the purposes avoidance of all legal proceedingsdoubt, 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 stock dividend unless the conditions set forth in the second sentence of Treasury 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). The Option and this Agreement shall be deemed administered, interpreted and construed to have been made carry out such intention, and performed any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that the Option does not provide for such a deferral of compensation, nor does the Company make any other representation, warranty or guaranty to the Optionee as to the tax consequences of the Option or this Agreement.
(i) Except as otherwise provided in British ColumbiaSection 13 below, this Agreement may only be amended in a writing signed by the Optionee and an officer of 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 subject matter, and the parties hereby irrevocably agree that have made no agreements, representations or warranties relating to the courts subject matter 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 which are not set forth on the face page hereof notwithstanding the date of execution or deliveryherein.
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 Time shall be of the essence in this Agreement,
12.2 This Agreement (including shall be construed and enforced in accordance with the Schedule thereto) constitutes laws of the Province of British Columbia, and the Parties hereby attorn to the non-exclusive jurisdiction of British Columbia Courts. Should provisions in this Agreement fail to comply with the applicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements.
12.3 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith hereof, and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute supercede and deliver replace any and all such instruments and other documents and perform any and all such acts and other things as may be necessary prior agreements, undertakings, representations or desirable negotiations pertaining to carry out the 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 waiver 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 subject matter of this Agreement. Any failure The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereofenter into this Agreement. In the event that any provision hereof is invalid or unenforceable in of a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify conflict between this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
12.4 This Agreement may not be assigned amended or otherwise transferred modified in any way except by any party hereto without written instrument signed by the express written consent of the other parties Parties hereto. .
12.5 This Agreement shall enure to the benefit of and be binding upon the parties hereto and Parties hereto, together with their respective personal representatives, successors and permitted assigns.
12.7 12.6 This Agreement shall may not be exclusively governed assigned by and construed in accordance with either Party without the laws prior consent of British Columbia and the laws other Party.
12.7 The waiver by either Party of Canada applicable therein. For any breach of the purposes provisions of all legal proceedings, this Agreement shall not operate or be deemed to have been made and performed in British Columbia, and construed as a waiver by that Party of any other breach of the parties hereby irrevocably agree that the courts same or any other provision of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 This Agreement The Parties agree to execute and deliver such further and other documents, and perform or cause to be performed such further and other acts and things as may be executed necessary or desirable in order to give full force and delivered effect to this Agreement.
12.9 The Consultant agrees that following the termination of this Agreement with the Corporation for any reason, the Consultant shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation.
12.10 Should any provision in two this Agreement be found to be invalid, illegal or more counterparts and by facsimile and by electronic delivery. Each such counterpartunenforceable, facsimile and electronically delivered copy the validity, legality or enforceability of the remaining provisions of the Agreement shall not 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 affected or deliveryimpaired thereby in any way.
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 a. We may change any of the terms and conditions in this Agreement if new laws or rules make it necessary or for any other good reason. We retain the right to amend, modify or substitute these Terms and Conditions at any time. 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 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 (including is made solely and specifically between and for the Schedule thereto) constitutes 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 this 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, unless expressly provided otherwise, be interpreted as a reference to such provision as 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 agreement among understanding between you and us in relation to the parties and replaces subject matter herein and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representationsother agreements or representations made by you or us, whether oral or written, express or implied, statutory or otherwise among the parties with respect .
h. Unless we clearly state to the subject matter hereincontrary in any offers or promotions that we make or as otherwise specifically agreed by us, you will only be eligible to benefit from one promotional offer or discount applicable to the Services. There are no implied covenants contained Nothing in this Agreement other than those Clause shall imply the existence of good faith and fair dealingyour right to any promotional offer or discount.
12.2 The parties shall from time i. Any Appendixes attached to time prior this current Agreement or added in the future are to be treated as wholly incorporated into this Agreement and form an integral part thereof.
j. Any external links on any 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 after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as part by us to the content that may be necessary or desirable to carry out the intent of this Agreementfound on these sites.
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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 3 contracts
Sources: Terms and Conditions, Terms and Conditions for Satellite Broadband Services, Terms and Conditions for Satellite Broadband Services
General. 12.1 A. LICENSEE agrees that it will conform to the Export Administration Regulations issued by the United States Department of Commerce currently in force and as they may be amended. LICENSEE understands and agrees that 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 Export Administration Regulations.
B. This Agreement (including and Exhibits hereto constitute the Schedule thereto) constitutes the entire complete understanding and agreement among of the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties hereto with respect to the subject matter hereinhereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. There are no implied covenants contained in Any waiver, modification or amendment of any provision of 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective only if made in writing and executed signed by a duly authorized officer of each of the parties theretohereto. The terms and conditions appearing in any purchase order, order acknowledgment, or similar documents shall be governed by and controlled by this Agreement,
C. No waiver failure or delay on the part of either party in the exercise of any power, right, or privilege hereunder shall constitute operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, or privilege preclude any other or further exercise thereof, or of any other provision right, power, or act as a continuing waiver unless such is expressly provided forprivilege. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 D. This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of Georgia, excluding that part of Georgia law that governs conflict of laws.
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 unauthorized use, disclosure, distribution, or transfer of the Licensed Software or confidential information will cause AMI irreparable harm and LICENSEE stipulates that AMI’s remedy at law would not be adequate.
F. If any provision of this Agreement is held to be ineffective, unenforceable, or illegal for any reason, such decision shall not affect the laws validity or enforceability of Canada applicable therein. For any or all of the purposes remaining portions hereof.
G. Paragraph titles or captions contained herein are inserted only as a matter of all legal proceedingsconvenience 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 deemed construed as 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 have been made 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 performed void. AMI may assign this Agreement to a subsidiary or successor in British Columbiainterest. 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 parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain Licensed Software is allowed, and 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 attempt 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 deliveryvoid.
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 10.1. Warranties by both parties are as follows:
a) Each Party to this Agreement warrants that 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 other Party, which consent shall not be 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 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 Party 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. If 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 (including shall be governed in accordance with the Schedule theretolaws of the Province of Alberta, Canada.
10.11. In the event of arbitration and/or disputes,
a) All disputes arising from the execution of, or in connection with, this Agreement shall be settled through friendly consultation between both parties. In case no settlement can be reached, the disputes shall be submitted for arbitration.
b) The arbitration shall take place in Calgary, Alberta Canada and shall be governed by the rules of the International Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
c) The arbitration award shall be final and binding on both parties.
10.12. This Agreement constitutes the entire agreement among between the parties and replaces Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, memoranda, correspondence, communications, negotiations understandings and representationsdiscussions, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter hereinParties. There are no implied covenants contained warranties, representations or other agreements between the Parties 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 and all such instruments and other documents and perform any and all such acts and other things connection with its subject matter except as may be necessary or desirable to carry out the intent of specifically set forth in 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 thereto10.13. No waiver shall constitute a waiver change or modification 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made valid unless it is in writing 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 Agreementsigned by each Party hereto.
12.8 10.14. This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties hereto.
10.15. This Agreement may be executed and delivered in two or more any number of counterparts and by facsimile all of these counterparts shall for all purposes constitute one agreement binding on the Parties and by electronic deliverybe deemed originals for all purposes notwithstanding that all Parties are not signatory to the same counterpart.
10.16. Each such counterpart, facsimile and electronically delivered copy Neither party shall be deemed liable to form one 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 party obliged to perform, including, but not limited to, strikes or other labor difficulties, acts of God, earthquakes, acts of government (in particular with respect to the refusal to issue necessary import or export licenses), war, riots or embargoes (“Force Majeure”). If Force Majeure prevents or delays the performance by a party of any obligation under this Agreement, then the party claiming Force Majeure shall promptly notify the other party thereof in writing, and the same take reasonable action to mitigate loss and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliverydamage.
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 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties 9.1 The relationship between NAB and replaces GWB is one of independent contractors and supersedes all prior agreementsnot one of employer and employee or of partnership, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained nothing 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed no action by the parties thereto. No waiver pursuant to this Agreement shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided forbe taken to imply the contrary.
12.4 Time is 9.2 Neither party may assign, delegate, transfer or sub-contract its rights and obligations without the prior written consent of the essence other party.
9.3 If NAB sub-contracts any of the Services to a third party they will continue to be contractually liable to GWB for those sub-contracted services and shall be responsible for ensuring that the provisions of this Agreement. Any failure to exercise any rights provided for hereunder shall not, Agreement are included in the absence sub-contract to ensure that GWB is able to monitor and audit the sub-contractor.
9.4 The terms and conditions of a waiver this Agreement may be varied at any time by the prior agreement between the parties in accordance with writing.
9.5 Either party may vary the terms hereof, affect of this Agreement forthwith by giving written notice to the subsequent enforcement of such rightother party at any time if required to do so by the FSA or by any change to the Legislation and Regulations.
12.5 The invalidity or unenforceability of 9.6 If at any time any provision hereof shall not affect of this Agreement is 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 becomes illegal, invalid or unenforceable in a given any respect under the law of any jurisdiction, that shall not affect or impair:
9.6.1 the 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 provision of this Agreement.
9.7 Neither party shall be liable in any way for any delay, hindrance or failure to perform its obligations or for loss, damage or delay incurred by the other party resulting from circumstances beyond its reasonable control.
9.8 The failure by either party to enforce at any time or for any period any one or more of the provision in any other jurisdiction. The courts shall have the power to modify terms and conditions of this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned a waiver of them or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure right at any time subsequently to the benefit enforce all terms and conditions of and be binding upon the parties hereto and their respective successors and permitted assignsthis Agreement.
12.7 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 exclusively governed by and construed in accordance with the laws of British Columbia England and the laws each 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 hereto submits to the courts of British Columbia shall have exclusive jurisdiction to entertain of the English Courts as regards any action claim or matter arising under this Agreement.
12.8 9.11 Any notice or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing or in such form as may be agreed between the parties from time to time.
9.12 This Agreement may be executed and delivered in two any number of documents or more counterparts and by facsimile and by electronic delivery. Each such counterparteach in the like form, facsimile and electronically delivered copy all of which taken together shall be deemed to form constitute one and the same document and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date any party may execute this Agreement by signing any one or more of execution such documents or deliverycounterparts.
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 This The Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreementsprevious discussions, memorandanegotiations, correspondenceunderstandings, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among agreements between the parties with respect to the its subject matter hereinmatter. There are no implied covenants contained No oral statements or material not specifically incorporated herein will be of any force and effect. No changes in or additions to this Agreement will be 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 Customer’s other than those general purchasing conditions are hereby expressly excluded and objected to by Provider. This Agreement shall apply and supersede the pre-printed terms and conditions of good faith and fair dealing.
12.2 any form submitted, in electronic format or otherwise, by either party. The parties shall from time Agreement will not be construed against either party as the purported drafter. The waiver by either party of a breach or violation of any provision of the Agreement will not operate as, or be construed to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver shall constitute be, a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is subsequent breach of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement same or any other provision hereof. In the event that any provision hereof of the Agreement is invalid or held to be unenforceable in a given jurisdictionfor any reason, that shall the unenforceability thereof will not affect the validity or enforceability remainder of the Agreement, which will remain in full force and effect 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 any other jurisdictionsuch 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 courts shall have following order of precedence will be followed in resolving any inconsistencies between the power to modify 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 a manner consistent with an Order; and third, the intent terms of any other documents referenced in any of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by lawforegoing.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 3 contracts
Sources: Software Subscription Services Agreement, Professional Services Agreement, Software Subscription Services Agreement
General. 12.1 8.1 Nothing in this Agreement will be construed as creating any employment or other contractual relationship between the RDFFG and the Society.
8.2 This Agreement (including will not be transferred or assigned by either party hereto without the Schedule thereto) constitutes prior written consent of the entire agreement among other party.
8.3 The provisions herein contained constitute the Agreement between the parties and replaces supersede all previous communications, representations and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral verbal or written, express or implied, statutory or otherwise among written between the parties with respect to the subject matter hereinhereof. There are no implied covenants contained in Addenda created by the parties after execution of 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent will form part 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 8.4 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall will enure to the benefit of and be binding upon the parties hereto and their respective successors successors, administrators, executors, heirs and permitted assigns.
12.7 8.5 Each of the parties hereto covenants and agrees to execute such further documents and instruments and to do such other things as may be necessary to implement and carry out the intent of this Agreement.
8.6 Should any part of this Agreement be declared or held invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, it is hereby declared the intention of the parties hereto that this Agreement would have been executed without reference to any portion which may, for any reason be hereafter declared or held invalid.
8.7 Every reference to the RDFFG and Society is deemed to include the heirs, executors, administrators, successors, permitted assigns, employees, servants, agents, officers and invitees of that party whenever the context so requires or allows.
8.8 This Agreement shall will be exclusively governed by and construed in accordance with the laws of the Province of British Columbia and Columbia.
8.9 The Manager of External Relations will be the laws of Canada applicable therein. For the RDFFG contact for 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 8.10 The Executive Director will be executed and delivered the Society contact for purposes of this Agreement.
8.11 The Society will, during the term of this Agreement, maintain its status as a British Columbia Society in two good standing pursuant to the Society Act.
8.12 The Society will not, during the term of this agreement, enter into new debt arrangements (including loans, lines of credit, bank overdraft or more counterparts and by facsimile and by electronic delivery. Each such counterpartleases) or extend existing debt facilities without the prior written approval of the RDFFG.
8.13 The Society will, facsimile and electronically delivered copy shall be deemed to form one and during the same and an originally executed instrumentterm of this agreement, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliveryprepare annual budgets that are balanced, with no provision for a deficit.
Appears in 3 contracts
Sources: Heritage Conservation Services Agreement, Heritage Conservation Agreement, Heritage Conservation Agreement
General. 12.1 This 9.1 Neither this Agreement (including nor any of the Schedule thereto) constitutes terms or conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the entire agreement among party to be charged therewith. Any waiver or amendment shall only be applicable in the parties specific instance, and replaces 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.
9.2 The captions and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained Section headings used in this Agreement other than those are for convenience of good faith reference only, and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity construction or enforceability interpretation of this Agreement or any of the provision in any other jurisdiction. The courts shall have the power to modify this provisions hereof.
9.3 This Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision and all matters or disputes relating to the maximum extent permitted by law.
12.6 This Agreement and any rights herein validity, construction, performance or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement enforcement hereof, shall be exclusively governed governed, construed and controlled by and construed in accordance with under the laws of British Columbia the State of Florida applicable to contracts entered into and the laws of Canada applicable therein. For the purposes of all legal proceedings, 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 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 Agreementrequired.
12.8 9.5 This Agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartany number of counterparts, facsimile and electronically delivered copy each of which shall be deemed to form be an original hereof, but all of which together shall constitute one and the same instrument.
9.6 This Agreement constitutes the sole and an originally executed instrumententire agreement and understanding between the parties hereto as to the subject matter hereof, bearing and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
9.7 If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the date set forth on extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the face page hereof notwithstanding situation may require; and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the date of execution or deliverycase 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 (a) This Agreement (Agreement, including the Schedule thereto) constitutes attached Exhibits, which are incorporated herein, contains the entire agreement among and understanding between Producer and Agent with respect to the parties Agent’s agency and supersedes and replaces and supersedes all prior agreementsagreements and understandings, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter hereinsame. There are no implied covenants contained Except as otherwise expressly provided in this Agreement, this Agreement other than those of good faith shall not be amended or modified except by a written instrument signed by both Producer and fair dealing.
12.2 The parties shall Agent. It is recognized that Agent may from time to time issue transactional forms or documents, and that any terms and conditions contained on such forms and documents shall be of no force and effect, and shall not constitute a modification or amendment of this Agreement absent Producer’s specific, written agreement.
(b) This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives and permitted successors and assigns. The rights and obligations of Agent hereunder may not be assigned, delegated, or transferred without the prior to written consent of Producer, and any attempted assignment, delegation or after Closing execute transfer in violation of this provision shall be void and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of automatically terminate 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 (c) This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of New York, not including the 1980 United Nations Convention for the International Sale of Goods and notwithstanding the laws principles, if any, that would otherwise govern the choice of Canada applicable thereinlaw. For Each party agrees that any and all litigation it may initiate arising out of the purposes interpretation, enforcement or breach of all legal proceedings, any provision of this Agreement shall be brought in the State of New York in any court having competent subject matter jurisdiction over such dispute. Additionally, each party hereby submits itself to the jurisdiction of any court in the State of New York having competent subject matter jurisdiction.
(d) The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver of either party of any breach of this Agreement, shall not prevent a subsequent enforcement of such term or obligation or be deemed to have been made and performed a waiver of any subsequent breach.
(e) The section headings used in British Columbiathis Agreement are for reference purposes only, and shall not affect the parties hereby irrevocably agree that the courts interpretation of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 This (f) The terms of Sections 6, 9, 10, 11, 12, 13, 15 and this Section 14 (each to the extent applicable after the Term) will survive the expiration or termination of 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 deliveryfor any reason.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Fairmount Santrol Holdings Inc.), Exclusive Agency Agreement (Covia Holdings Corp), Exclusive Agency Agreement (Covia Holdings Corp)
General. 12.1 This Agreement (including 11.1. The TISE Entities will collect, process and retain data provided by the Schedule thereto) constitutes Contributor and its Users in accordance with the entire agreement among privacy statement which can be located at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/ privacy-statement
11.2. If there is any conflict between the parties Agreement, MyTISE Terms and replaces and supersedes all prior agreementsConditions the Listing Rules or Membership Rules then the relevant Listing Rules or Membership Rules shall prevail.
11.3. If any of these terms or conditions are determined to be illegal, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory invalid or otherwise among unenforceable by reason of the parties with respect laws of any state or country in which they are intended to be effective, then to the subject matter herein. There are no implied covenants contained extent and within the jurisdiction in this Agreement other than those of good faith which that term or condition is illegal, invalid or unenforceable, it shall be severed and fair dealingdeleted 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.
12.2 11.4. The parties shall Authority may revise, amend and/or update the MyTISE Terms and Conditions as necessary from time to time and without prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreementnotice.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by the parties thereto11.5. No waiver 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, The headings in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 and MyTISE Terms and Conditions are for convenience only and shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application interpretation of any such offensive provision to the maximum extent permitted by lawterm.
12.6 This 11.6. Neither party may assign or purport to assign or transfer a right or obligation under the Agreement or the MyTISE Terms and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto Conditions without the express prior written consent of the other party.
11.7. The parties heretoacknowledge that no failure or 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. This No single or partial exercise of any right, power or privilege under the Agreement or the MyTISE Terms and Conditions shall enure preclude any other future or other exercise thereof.
11.8. The parties acknowledge that the Agreement and MyTISE Terms and Conditions constitute the entire understanding and agreement between the parties relating to the benefit of subject matter hereof, and be binding upon the parties hereto supersedes all other understandings and their respective successors and permitted assignsagreements.
12.7 This Agreement 11.9. The parties acknowledge that the MyTISE Terms and Conditions shall be exclusively governed by and construed in accordance with the laws of British Columbia the Island of Guernsey and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed subject 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 Agreementof the Royal Court of Guernsey.
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 3 contracts
Sources: Contributor Agreement, Contributor Agreement, Contributor Agreement
General. 12.1 17.1 This Agreement (including shall be construed and enforced in accordance with the Schedule thereto) constitutes laws of the Province of Alberta, and the Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions in this Agreement fail to comply with the applicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements.
17.2 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith hereof, and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute supersede and deliver replace any and all such instruments and other documents and perform any and all such acts and other things as may be necessary prior agreements, undertakings, representations or desirable negotiations pertaining to carry out the 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 waiver 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 subject matter of this Agreement. Any failure The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereofenter into this Agreement. In the event that any provision hereof is invalid or unenforceable in of a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify conflict between this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
17.3 This Agreement may not be assigned amended or otherwise transferred modified in any way except by any party hereto without written instrument signed by the express written consent of the other parties Parties hereto. .
17.4 This Agreement shall enure to the benefit of and be binding upon the parties hereto and Parties hereto, together with their respective personal representatives, successors and permitted assigns.
12.7 17.5 This Agreement shall is a personal services agreement and may not be exclusively governed assigned by and construed in accordance with either Party without the laws prior written consent of British Columbia and the laws other Party.
17.6 The waiver by either Party of Canada applicable therein. For any breach of the purposes provisions of all legal proceedings, this Agreement shall not operate or be deemed to have been made and performed in British Columbia, and construed as a waiver by that Party of any other breach of the parties hereby irrevocably agree that the courts same or any other provision of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 This Agreement 17.7 The Parties agree to execute and deliver such further and other documents, and perform or cause to be performed such further and other acts and things as may be executed necessary or desirable in order to give full force and delivered in two effect to this Agreement.
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 more counterparts 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 by facsimile pay for directors' and by electronic delivery. Each such counterpartofficers' liability insurance on a "trailing" or "run off" basis for the Executive, facsimile and electronically delivered copy shall be deemed covering claims made prior to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding or within three years from the date of execution 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 deliveryunenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any way.
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 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 11.1 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of 11.2 Neither this Subscription Agreement nor any provision hereof shall not affect will be modified, changed, discharged or impair terminated except by an instrument in writing signed by the validity party against whom any waiver, change, discharge or enforceability of the remainder of the Agreement or any other provision hereof. In the event that any provision hereof termination is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by lawsought.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the 11.3 The parties hereto will execute and their respective successors deliver all such further documents and permitted assignsinstruments 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 meaning of this Subscription Agreement.
12.7 11.4 This Subscription Agreement shall will be exclusively subject to, governed by and construed in accordance with the laws of British Columbia Ontario and the laws of Canada as applicable therein and the Subscriber hereby irrevocably attorns to the jurisdiction of the Courts situate therein. For the purposes of all legal proceedings.
11.5 This Subscription Agreement may not be assigned by any party hereto.
11.6 Without limitation, this Subscription Agreement shall and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the acceptance of the Exchange for this Subscription Agreement and the transactions contemplated hereby.
11.7 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.
11.8 This Subscription Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed will be deemed to have been made and performed in British Columbiabe an original, 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 all such counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to form together will constitute one and the same and an originally executed instrument, bearing the date set forth .
11.9 This Subscription Agreement is deemed to be entered into on the face page hereof acceptance date by Issuer, notwithstanding the its actual date of execution by the Subscriber.
11.10 This Subscription Agreement, including, without limitation, the representations, warranties, acknowledgements and covenants contained herein, will survive and continue in full force and effect and be binding upon the parties notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto, the completion of the issue of Shares and Warrants of the Issuer and any subsequent disposition by the Subscriber of the Shares or deliveryWarrants Shares.
11.11 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.
11.12 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, including the Board Observer Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Units 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.
11.13 All monetary amounts expressed herein are Canadian Dollars.
Appears in 3 contracts
Sources: Subscription Agreement (Grown Rogue International Inc.), Subscription Agreement, Subscription Agreement
General. 12.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement. This Agreement (including the Schedule thereto) constitutes contains the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter hereinLoan to the Borrower by the Lender and supersedes and replaces all previous agreements, whether verbal or written, relating to the Loan to the Borrower by the Lender. There are no implied covenants contained Each of the parties acknowledges that in entering into this Agreement they have not relied upon any representation save for the representations set out in this Agreement other than those Agreement. The provisions of good faith this clause 10.2 shall not exclude liability for any fraudulent representation. Each party warrants that they have full capacity and fair dealing.
12.2 The parties shall from time authority to time prior to or after Closing execute and deliver any and all such instruments and other documents enter into and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of their obligations in this Agreement.
12.3 . No failure or delay on the part of any of the parties to exercise any of their rights under this Agreement shall operate as a waiver of those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise of the right. Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed waiver by any of the parties of any breach by the parties theretoother of any of that party’s obligations under this Agreement shall not affect the rights of that party in the event of any further or additional breach or breaches. No waiver shall constitute a waiver of be binding unless made in writing by the party against which it is asserted. Unless specifically provided otherwise, rights arising under this Agreement are cumulative. If any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence provisions of this Agreement. Any failure Agreement are held by any court or other competent authority to exercise any rights provided for hereunder shall notbe illegal or unenforceable in whole or in part, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of all other provisions (and the remainder of the Agreement or any other provision hereofaffected provisions) will remain in full force and effect. In the event Each party shall, and shall use all reasonable endeavours to procure that any provision hereof is invalid or unenforceable in a given jurisdiction, that necessary third party shall not affect promptly execute and deliver such documents and perform such acts as may be required for the validity or enforceability purpose of the provision in any other jurisdiction. The courts shall have the power giving full effect to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted . AGREED by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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.dates set out below Signature: Signature: Date: Date: Annex 1 – Plan [insert] Annex 2 - Philanthropic Loan Request [insert] Annex 3 - Promotion Guidelines (if applicable) [insert]
Appears in 3 contracts
Sources: Philanthropic Loan Agreement, Philanthropic Loan Agreement, Philanthropic Loan Agreement
General. 12.1 ▇▇.▇. ▇▇ the event that any provision or part of this Agreement shall 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 (including the Schedule thereto) constitutes the entire agreement among Agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith their relationship and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments previous agreements, written or oral, expressed or implied between the Parties or on their behalf relating to their relationship are terminated and cancelled and each of the Parties forever releases and discharges the other documents of and perform from all manner of actions, causes of action, claim or demands whatsoever under or in respect of any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreementagreement.
12.3 13.3. Any amendments hereto or waivers in respect hereof shall only modification to this Agreement must be effective if made in writing and executed signed by the Parties hereto.
13.4. This Agreement shall be governed by the laws of the Province of ***** and the parties theretoagree that they will attorn to the jurisdiction of the Courts of *****.
13.5. No waiver All terms and words used in this Agreement, regardless of the number and gender in which they are used shall constitute a waiver of be deemed and construed to include any other provision number, singular or act plural, and any other gender, masculine or feminine or neuter as a continuing waiver unless the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such is expressly provided forwords had been fully and properly written in the appropriate number and gender.
12.4 13.6. Time is shall be of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightAgreement and every part thereof.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the 13.7. This Agreement or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision personal to the maximum extent permitted by law.
12.6 This Agreement parties hereto and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties party hereto, which consent shall not be unreasonably withheld.
13.8. This Agreement shall enure be binding upon and ensure to the benefit of and be binding upon the parties hereto and Parties hereto, their respective successors heirs, executors, administrators and permitted assigns.
12.7 This Agreement shall be exclusively governed by 13.9. The Dental Hygienist confirms that it has been recommended to the Dental Hygienist that the Dental Hygienist consult a solicitor and construed in accordance with obtain independent legal advice prior to the laws execution of British Columbia and the laws of Canada applicable thereinthis contract. For the purposes of all The Dental Hygienist confirms that he or she has voluntarily declined to seek independent legal proceedings, advice despite being given every opportunity to do so. The Dental Hygienist confirms that he or she has signed this Agreement shall be deemed to have been made voluntarily and performed in British Columbia, with full understanding of the nature and consequences of 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 3 contracts
Sources: Independent Contractors Agreement, Independent Contractors Agreement, Independent Contractors Agreement
General. 12.1 39.1 Each and every provision of 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 this Trust Deed. If any of the provisions of this Trust Deed (excluding only those provisions which are essential at law for a valid and binding agreement to be constituted) is found by any court of competent jurisdiction to be invalid and/or unenforceable then, despite such invalidity and/or unenforceability, the remaining provisions of this Trust Deed shall be and remain of 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 Agreement (including the Schedule thereto) Trust Deed constitutes the entire whole agreement among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect as to the subject matter herein. There are hereof and no implied covenants contained in this Agreement agreements, representations or warranties between the parties regarding the subject matter hereof other than those of good faith and fair dealingset out herein are binding on the parties.
12.2 The parties shall from time 39.4 Subject to time prior clause 35, no addition to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary variation, or desirable to carry out the intent novation of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing Trust Deed and executed by the parties thereto. No waiver shall constitute a no waiver of any other provision right arising from this Trust Deed or act as a continuing waiver its breach or termination shall be of any force or effect unless such is expressly provided forreduced to writing and signed by all the Parties or their duly authorised representatives.
12.4 Time is 39.5 No latitude, extension of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity time or unenforceability of any provision hereof shall not affect other indulgence which may be given 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred allowed by any party hereto without the express written consent of to the other parties hereto. This Agreement shall enure to in respect of the benefit performance of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 Columbiaany obligation hereunder, and no delay or forbearance in the parties hereby irrevocably agree that the courts enforcement of British Columbia shall have exclusive jurisdiction to entertain any action right of any party arising from this Trust Deed, and no single or partial exercise of any right by any party under this AgreementTrust 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.
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 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 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 signed by the parties.
14.2 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall will enure to the benefit of and be binding upon the parties hereto and their respective successors heirs, executors, administrators and permitted assignssuccessors.
12.7 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 this Agreement should be invalid, illegal or unenforceable in any respect, the validity legality and enforceability of such 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 will not in any way be affected or impaired thereby in any other jurisdiction.
14.6 This Agreement shall will be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, Columbia.
14.7 Any notice required or permitted to be given under this Agreement shall will be in writing and 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 made and performed in British Columbiaeffectively 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 parties hereby irrevocably agree that third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the courts notice will not be effectively given until actually delivered.
14.8 Time is of British Columbia shall have exclusive jurisdiction to entertain any action arising under the essence of this Agreement.
12.8 This 14.9 It is understood and agreed by the parties to this Agreement may be executed that the only duties and delivered in two or more counterparts obligations of the Escrow Agent are those specifically stated herein 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 deliveryno other.
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 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among Agreement between the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto . 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 will not be deemed a part hereof or waivers in respect hereof shall only affect the construction or interpretation of any provision hereof. No provision of this Agreement will be effective if deemed waived, amended or modified by either party, unless such waiver, amendment or modification is made in writing and executed by the parties thereto. No waiver 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 notsigned, in the absence case of a waiver waiver, by the party granting the waiver, and in accordance with the terms hereofcase of an amendment or modification, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the by both parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and will be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of Delaware, without reference to conflict of laws principles. Any dispute under this Agreement may be brought in the state courts and the laws Federal courts located in the Commonwealth of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made and performed in British ColumbiaMassachusetts, and the parties hereby irrevocably agree consent to the personal jurisdiction and venue of these courts. Recipient acknowledges that the courts its breach of British Columbia shall have exclusive jurisdiction this Agreement may cause irreparable damage and hereby agrees that TCR2 Therapeutics Inc. will be entitled to entertain any action arising seek injunctive relief under this Agreement.
12.8 , as well as such further relief as may be granted by a court of competent jurisdiction. If any provision of this Agreement is found by a proper authority to be unenforceable or 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 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 data 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 and delivered in two one or more counterparts counterparts, each of which will be deemed an original, and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall all of which together will be deemed to form be one and the same and instrument. A facsimile or electronic copy of this Agreement, including the signature pages, will be deemed an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliveryoriginal.
Appears in 3 contracts
Sources: Consulting Agreement, Consulting Agreement (Tcr2 Therapeutics Inc.), Consulting Agreement (Tcr2 Therapeutics Inc.)
General. 12.1 This Agreement (including the Schedule thereto) The parties acknowledge and agree that:-
11.1 this Lease constitutes the entire agreement among contract between them and that 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 grantor’s rights in terms of this Lease and replaces 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, variation, amendment or purported consensual cancellation of this Lease or any addition thereto or deletion therefrom shall be of any force or effect unless reduced to writing and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral signed by or written, express or implied, statutory or otherwise among on behalf of the parties with respect hereto;
11.4 they have undertaken to the subject matter herein. There are no implied covenants contained in this Agreement each 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 and do all such instruments and other documents and perform any and things, take all such acts steps and other to procure the doing of all such things and the taking of all such steps as may be necessary necessary, incidental or desirable conducive to carry out the intent implementation of the provisions, terms, conditions and import of this Agreement.Lease;
12.3 Any amendments hereto 11.5 the Lessor shall be entitled in its sole and absolute discretion to appropriate any amounts received from the Lessee towards the payment of any cause of debt or waivers amount owing by the Lessee to the Lessor whatsoever;
11.6 should the basis or accuracy of any measurement or the calculation or computation of any dimension or area of the Leased Premises or Building be disputed by any of the parties hereto, such dispute shall be 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 respect terms hereof shall only be effective prima facie evidence of the correctness of the contents thereof;
11.8 if made there is a dispute between the Lessor and the Lessee as to whether the Lessor has unreasonably withheld its consent or approval in writing any case where this Lease precludes the Lessor from withholding its consent or approval unreasonably, then the onus shall be on the Lessee to prove that the Lessor has withheld its consent or approval unreasonably;
11.9 in the event of the Lessor instructing its Attorneys to take measures for the enforcement of any of the Lessor’s rights under this Lease, the Lessee shall pay to the Lessor such collection charges and executed other 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 parties thereto. No waiver shall constitute a waiver Lessor;
11.10 the liability under this Lease of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is each of the essence persons comprising the Lessor shall be joint and several;
11.11 the liability under this Lease of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability each of the remainder of persons comprising 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement Lessee shall be exclusively governed by joint and construed in accordance with the laws of British Columbia and the 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 Agreementseveral.
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 3 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes embodies the entire agreement among and understanding between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties hereto with respect to the subject matter hereinhereof, and supersedes all prior and contemporaneous oral or written agreements and understandings relating to the subject matter hereof (for the avoidance of doubt, including the Offer Letter). There are no implied covenants contained in The terms and provisions of 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary modified or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall amended only be effective if made in writing and by written agreement executed by the parties thereto. No waiver shall constitute hereto, and may be waived (or consent for the departure therefrom granted) only by a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of written document executed by the essence of this Agreement. Any failure party entitled to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement benefits of such right.
12.5 The invalidity terms or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereofprovisions. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 in counterparts (and delivered in two may be transmitted by email or more counterparts and by facsimile and by other electronic delivery. Each such counterpart), facsimile and electronically delivered copy each of which shall be deemed to form an original and all of which together shall constitute one and the same instrument. The captions and an originally executed instrumentheadings in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business. You may not assign your rights and obligations hereunder without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company shall be void. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, bearing then the date set forth on remainder of this Agreement, or the face page application of such portion or provision hereof notwithstanding in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the date fullest extent permitted by law. This Agreement and the rights and obligations of execution the parties 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 deliverycounterclaim in 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 shall 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 20.1. The End-User may not assign, transfer or otherwise dispose of its rights and obligations under this Agreement without the prior written consent of the Supplier, subject to clause 5.
20.2. This Agreement (including is only valid when an Order has been signed by authorised representatives of the Schedule thereto) constitutes End-User.
20.3. This Agreement sets forth the entire agreement among and understanding between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect hereto relating to the subject matter hereincontained herein and supersedes all previous communications, representations, proposals or prior agreements between them. There are no implied covenants contained in 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 than those shall be sufficiently given if in writing and delivered or sent by electronic mail; registered post, or facsimile transmission confirmed by post, to the address specified at the beginning of good faith and fair dealing.
12.2 The this Agreement, or such other address as the appropriate parties shall may designate in writing with a reasonable notice period, from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 theretotime. No waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement Notices shall be deemed to have been made and performed in British Columbiareceived on delivery if delivered by hand, and or on the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementsecond day after posting if sent by pre-paid letter or, if given by facsimile transmission, upon transmission.
12.8 20.5. The headings of the clauses of this Agreement are provided for convenience only and shall not contribute to or affect the meaning or construction of the said clauses.
20.6. This Agreement may only be executed amended by written agreement between the Supplier and delivered End-User.
20.7. If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall to the extent reasonably possible be construed in two or more counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall a manner so as to be deemed to form one enforceable and the same remaining provisions thereof shall remain in full force and an originally executed instrumenteffect and in no way be affected, bearing 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 set forth on when End-User knew, or should have known after reasonable investigation, of the face page hereof notwithstanding facts giving rise to the date of execution or deliveryclaim(s).
Appears in 3 contracts
Sources: Annual License Agreement, Annual License Agreement, Premise Accounting License Agreement
General. 12.1 27.1 This Agreement (including the Schedule thereto) constitutes the entire whole agreement among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect Parties relating to the subject matter herein. There are no implied covenants contained in hereof.
27.2 No alteration, variation or consensual cancellation of this Agreement other than those shall be of good faith any effect unless it is recorded in writing and fair dealingsigned by the Parties.
12.2 The parties shall from 27.3 No extension of time to time prior or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, ▇▇▇▇ of exchange or other document issued or executed pursuant to or after Closing execute and deliver in terms of this Agreement, shall operate as an estoppel against any and all Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of Party thereafter from exercising its rights strictly in accordance with this Agreement.
12.3 Any amendments hereto 27.4 No Party shall be bound by any express or waivers in respect hereof shall only be effective if made in writing and executed by implied term, representation, warranty, promise or the parties thereto. No waiver shall constitute a waiver of any other provision like not recorded herein, whether it induced the contract and/or whether it was negligent or act as a continuing waiver unless such is expressly provided fornot.
12.4 Time is of the essence 27.5 The Parties agree that if any provision of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 any jurisdiction, that such provision shall not affect be fully severable from this Agreement and the validity or enforceability other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed to carry out the provisions and intent hereof.
27.6 Regardless of the provision in any other jurisdiction. The courts shall have the power to modify this Agreementplace of execution, in a manner consistent with the intent performance or domicile of the partiesParties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This this Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of all modifications and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement amendments hereof shall be exclusively governed by and construed under and in accordance with the laws of British Columbia South Africa. Subject to clauses 21 and 22, the laws Parties hereby consent and submit to the non-exclusive jurisdiction of Canada applicable therein. For the purposes High Court of all South Africa (Witwatersrand Local Division) for the purpose of any action or other legal proceedings, proceedings that either of them may institute with regard to the any matters or claims arising in terms hereof.
27.7 Any payment to be made by any Party under this Agreement shall be deemed made in full without any sell off, restriction, condition, exchange, deduction or change.
27.8 Each party will to have been made the extent that is reasonably able to do so, execute all documents and performed in British Columbia, do all acts and things reasonable required by the parties hereby irrevocably agree that other to give effect to the courts terms 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 3 contracts
Sources: Transitional Services Agreement, Transitional Services Agreement (Gold Fields LTD), Transitional Services Agreement (Sibanye Gold LTD)
General. 12.1 This Agreement (including the Schedule theretoi) constitutes the entire agreement among the parties 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 replaces other variations as are required or permitted by this Indenture and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory may have imprinted or otherwise among reproduced thereon such legend or legends, not inconsistent with the parties 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 the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Obligor and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Nothing in the preceding sentence shall, however, limit the effect of 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 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 pursuant to such resolution of the Board of Directors or in any such indenture supplemental hereto.
(iv) No Note shall be entitled to any 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 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 a resolution of the Board of Directors and set forth in an Officer’s Certificate, 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 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 Global 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, if applicable, the conversion or 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 the Notes of such series; and
(n) any other terms of the series (which may supplement, modify or delete any provision of this 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 increased 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, any such additional Notes shall have identical terms as the outstanding Notes of such series, other than, at the Obligor’s option, with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those date of good faith issuance, issue price, first Interest Payment Date, interest accrual date and fair dealing.
12.2 The parties amount of interest payable on the first Interest Payment Date applicable thereto; provided further, that any such additional Notes shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver shall constitute a waiver of any other provision or act treated 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, in the absence of a waiver in accordance single class with the terms hereof, affect the subsequent enforcement outstanding Notes of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the series for all 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 AgreementIndenture.
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 3 contracts
Sources: Indenture (Agilent Technologies, Inc.), Indenture (Agilent Technologies Inc), Indenture (Agilent Technologies Inc)
General. 12.1 9.1 This Agreement (including Contract shall be interpreted in accordance with the Schedule thereto) constitutes laws of the entire agreement among State of Delaware, without regard to its conflict of law principles. The parties understand and agree that the parties provisions of Article 7 of the Uniform Commercial Code as enacted by the State Law governing this Contract shall apply to this Contract. In the event any terms of this Contract are contrary to Article 7 of the Uniform Commercial Code, this Contract shall govern.
9.2 Neither party shall be liable to the other under any circumstances for consequential, incidental, indirect or special damages, for lost profits, savings or revenues of any kind, regardless of whether such party has been advised of the possibility of such damages. LHSI's total liability for damages under this Contract shall be limited to money damages, and replaces shall not exceed an amount equal to the amount actually paid to LHSI by Client.
9.3 Save and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral except for any provision or written, express or implied, statutory or otherwise among the parties with respect covenant contained herein which is fundamental to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 Contract (including without limitation those that relate to the parties thereto. No waiver shall constitute a waiver payment of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of monies), the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision or covenant 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 herein contained shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts provision or covenant hereof or herein contained and any such invalid or unenforceable provision or covenant shall have the power be deemed to modify this Agreement, be severable.
9.4 Any notice or other communication required or permitted to be given hereunder shall be in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision Record addressed to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and at their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed addresses set out above and, if mailed by and construed in accordance with the laws prepaid first-class mail at any time other than during a general discontinuance of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedingspostal service due to strike, this Agreement lockout or otherwise, shall be deemed to have been made and performed in British Columbiareceived two business days after the post-marked date thereof, 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 if sent by facsimile and by electronic delivery. Each such counterpartfacsimile, facsimile and electronically delivered copy shall be deemed to form one have been received on the next business day following dispatch and acknowledgment of receipt by the recipient's facsimile machine, or if telecopied, shall be deemed to have been received on the next business day following dispatch or if delivered by hand shall be deemed to have been received at the time it is delivered. Notice of change of address shall also be governed by this paragraph 3.
9.5 This Contract shall be governed by Delaware law.
9.6 This Contract and the same Exhibits hereto represent the final and an originally executed instrumententire agreement between the Client and LHSI with respect to its subject matter and supersedes all prior negotiations, bearing the date set forth on the face page hereof notwithstanding the date of execution commitments, understandings, representations and proposals, written or deliveryoral, relating to such subject matter.
Appears in 3 contracts
Sources: Warehouse Distribution Contract (Therasense Inc), Warehouse Distribution Contract (Therasense Inc), Warehouse Distribution Contract (Therasense Inc)
General. 12.1 14.1 LICENSEE shall be primarily responsible for obtaining all required regulatory Game approvals and shall be solely responsible for payment of gaming application and license fees. LICENSOR and LICENSEE agree to cooperate regarding all regulatory approval required for the Game.
14.2 LICENSEE agrees to ▇▇▇▇ all products covered by an issued patent included within the Licensed Patents which are sold, made public, or otherwise disposed of under the license granted herein with the words “[Country of Patent’ Patent No.” and the numbers of the patent(s). LICENSEE agrees to use the symbol ® or ™ (as appropriate) on or in connection with all goods and services rendered under the Licensed Marks.
14.3 This Agreement (including is intended solely as a license agreement and no partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is intended. Neither party shall hold themselves out as an agent or representative of the Schedule thereto) other.
14.4 This Agreement constitutes the entire agreement among between the parties with respect to its subject matter and replaces and supersedes all prior agreements, memorandaunderstandings and negotiations, correspondenceboth written and oral, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter herein. There hereof are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of superseded by 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure be binding on and inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 14.5 The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach thereof.
14.6 If any provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.
14.7 No amendment, modification or addendum will be effective unless reduced to a writing signed by a duly authorized officer of both parties. No term or provision hereof will be deemed waived an no breach excused unless such waiver or consent will be in writing and signed by an authorized officer of the party claimed to have waived or consented. Failure by either party hereto to insist upon strict conformance to any term herein in the event of a breach of default, shall not be construed as a consent or waiver of that breach or default of any subsequent breach or default of the same or of any other term contained herein.
14.8 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of Nevada without regard to conflict of laws principles. The parties hereto submit and agree to the laws exclusive jurisdiction of Canada applicable thereinthe U.S. District court for the District of Nevada. For the purposes This provision will survive expiration or termination 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 for any action arising under this Agreementreason.
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 3 contracts
Sources: License Agreement (Empire Global Gaming, Inc.), License Agreement (Empire Global Gaming, Inc.), License Agreement (Empire Global Gaming, Inc.)
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in The provisions of this Agreement other than those of good faith shall be binding upon and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and ORIX; provided, however, that 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 be binding upon void. No consent by ORIX to any assignment shall release Borrower from its liability for the parties hereto Obligations. If Borrower consists of more than one Person, their liability shall be joint and their respective successors several, and permitted assigns.
12.7 the compromise of any claim with, or the release of, any Borrower shall not constitute a compromise with, or a release of, any other 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 exclusively governed by by, and construed in accordance with the internal laws (and not the conflict of British Columbia 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 laws exclusive venue therefor shall be the Borough of Canada applicable thereinManhattan, New York County; (ii) consents to 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. For Paragraph headings are only used in this Agreement for convenience, and shall not be used in any manner to construe, limit, define or interpret any term or provision of this Agreement. The term “including”, whenever used in this Agreement, shall mean “including (but not limited to)”. This Agreement has been fully reviewed and negotiated between the purposes parties and no uncertainty or ambiguity in any term or provision 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 construed strictly against ORIX or Borrower under any rule of British Columbia shall have exclusive construction or otherwise. Should any provision of this Agreement be held by any court of competent jurisdiction to entertain any action arising under be void or unenforceable, such defect shall not affect the remainder of this Agreement.
12.8 , which shall continue in full force and effect. This Agreement may be executed and delivered in two by the signing and delivery of this Agreement with original signatures or more counterparts and by facsimile copy. This Agreement and by electronic deliverysuch 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. Each such counterpartThere are no oral understandings, facsimile and electronically delivered copy shall be deemed to form one and representations or agreements between the same and an originally executed instrument, bearing the date parties which are not set forth on in this Agreement or in other written agreements signed by the face page hereof notwithstanding 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 date essence in the performance by Borrower of execution or deliveryeach 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 This Agreement (including the Schedule thereto1) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties Time shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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 .
(2) No relaxation forbearance delay or indulgence by the Owner in enforcing any of the Terms and Conditions or the granting of time by the Owner to exercise the Hirer shall prejudice affect or restrict the rights and powers of the Owner hereunder nor shall any rights provided for hereunder shall not, in waiver by the absence Owner of any breach hereof operate as a waiver of any subsequent or any continuing breach thereof.
(3) The Terms and Conditions contained in accordance favour of the Owner shall be in addition to and not in substitution for the terms and conditions implied in favour of the Owner under a hire purchase agreement at common law except in so far as such implied terms and conditions are inconsistent with the terms hereof, affect the subsequent enforcement of such rightTerms and Conditions.
12.5 (4) The invalidity schedules mentioned herein form part of this Agreement and any reference to a clause or unenforceability schedule is to a clause or schedule of any provision hereof this Agreement.
(5) Headings shall not affect form part of this Agreement and are for reference only.
(6) Words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations.
(7) Any provision of this Agreement prohibited by 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 rendered unlawful or unenforceable in a given jurisdictionunder any applicable law actually applied by any court of competent jurisdiction shall, that shall not affect to the validity or enforceability extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with .
(8) Where the intent of the parties, in order to limit the application provisions of any such offensive provision applicable law may be waived, they are hereby waived by the parties hereto to the maximum full extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure such law to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, end that this Agreement shall be deemed a valid and binding agreement enforceable in accordance with its terms.
(9) Nothing contained herein is intended to have been made and performed in British Columbia, 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 parties hereby irrevocably agree that application of the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementsaid Ordinance is expressly excluded.
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 3 contracts
Sources: Hire Purchase Agreement, Hire Purchase Agreement, Hire Purchase Agreement
General. 12.1 This Agreement (including 35.1 Each of the Schedule thereto) constitutes the entire agreement among the parties obligations, warranties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained undertakings set out in this Agreement other than those of good faith agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may not be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed affected by the parties thereto. No waiver shall constitute a waiver of any condition or any notice given by the relevant Party in respect of any condition.
35.2 Where any obligation, warranty or undertaking in this agreement is expressed to be made, undertaken or given by two or more parties, they shall be jointly and severally responsible in respect of it.
35.3 If there is any conflict between the terms of this agreement and any other provision or act as a continuing waiver unless such Transaction Document, the terms of this agreement shall prevail.
35.4 Other than in relation to clause 7 (including Schedule 10) and clause 23.3, time is not of the essence in relation to any obligation under this agreement unless:
(a) time is expressly provided for.stated to be of the essence in relation to that obligation; or
12.4 Time (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 of this Agreement. Any failure in relation to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightthat obligation.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 35.5 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartany number of counterparts, facsimile and electronically delivered copy all of which, taken together, shall be deemed to form 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 by email attachment shall be an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date effective mode of execution or 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 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 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 this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
35.9 No amendment of this agreement (or of any other Transaction Document) shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties to it.
35.10 The Parties acknowledge and agree that nothing in this agreement (or any other Transaction Document) will require any other Party to carry out any act or make any omission that may constitute or result in an actual breach of any Economic Sanctions Law.
Appears in 3 contracts
Sources: Contribution and Framework Agreement, Contribution and Framework Agreement (VEON Ltd.), Contribution and Framework Agreement (VimpelCom Ltd.)
General. 12.1 16.1 This Agreement (including shall be construed and enforced in accordance with the Schedule thereto) constitutes laws of the Province of Alberta, and the Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions in this Agreement fail to comply with the applicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements.
16.2 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith hereof, and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute supercede and deliver replace any and all such instruments and other documents and perform any and all such acts and other things as may be necessary prior agreements, undertakings, representations or desirable negotiations pertaining to carry out the 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 waiver 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 subject matter of this Agreement. Any failure The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereofenter into this Agreement. In the event that any provision hereof is invalid or unenforceable in of a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify conflict between this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail.
16.3 This Agreement may not be assigned amended or otherwise transferred modified in any way except by any party hereto without written instrument signed by the express written consent of the other parties Parties hereto. .
16.4 This Agreement shall enure to the benefit of and be binding upon the parties hereto and Parties hereto, together with their respective personal representatives, successors and permitted assigns.
12.7 16.5 This Agreement shall is a personal services agreement and may not be exclusively governed assigned by and construed in accordance with either Party without the laws prior written consent of British Columbia and the laws other Party.
16.6 The waiver by either Party of Canada applicable therein. For any breach of the purposes provisions of all legal proceedings, this Agreement shall not operate or be deemed to have been made and performed in British Columbia, and construed as a waiver by that Party of any other breach of the parties hereby irrevocably agree that the courts same or any other provision of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 This Agreement 16.7 The Parties agree to execute and deliver such further and other documents, and perform or cause to be performed such further and other acts and things as may be executed necessary or desirable in order to give full force and delivered in two effect to this Agreement.
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 more counterparts 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 by facsimile pay for directors' and by electronic delivery. Each such counterpartofficers' liability insurance on a "trailing" or "run off" basis for the Executive, facsimile and electronically delivered copy shall be deemed covering claims made prior to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding or within six years from the date of execution 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 deliveryunenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any way.
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 15.1 This Agreement (including is in substitution for all previous contracts of service between the Schedule thereto) Company and the Employee which shall be deemed to have been terminated by mutual consent as from the date on which this Agreement commences.
15.2 This Agreement constitutes the entire agreement among amongst the parties and replaces hereto and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral any previous agreements or written, express arrangements (written or implied, statutory or otherwise among the parties with respect oral) between them relating to the subject matter hereinhereof. There are no implied covenants contained 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 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto 15.3 No failure or waivers delay by any party in respect hereof exercising any right, power or remedy under this Agreement shall only be effective if made in writing and executed by the parties thereto. No waiver shall constitute 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 provision right, power or act as a continuing remedy. Without limiting the foregoing, no waiver unless such is expressly provided for.
12.4 Time is by any party of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability breach of any provision hereof shall not affect or impair the validity or enforceability be deemed to be a waiver of the remainder any subsequent breach of the Agreement that or any other provision hereof. In the event that If at any time any provision hereof of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall 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 given jurisdictionprovision of this Agreement shall be, that 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 validity other provisions or enforceability parts of the provision in any other jurisdiction. The courts shall have the power to modify 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 manner consistent with whole are adjudged to go beyond what is reasonable for the intent protection of the partiesconfidential information and other legitimate investment interests of the Company or any Associated Company, in order and to limit the application of be unenforceable, but would be adjudged reasonable if any part or parts thereof were deleted, such offensive provision to the maximum extent permitted by lawclauses shall apply as if such unreasonable part or parts had been deleted.
12.6 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 any rights herein or hereto shall may not be assigned modified or otherwise transferred varied except by any party hereto without the express written consent an instrument in writing signed by both of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and or their respective successors and permitted assignsduly authorized representative.
12.7 15.8 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable thereinHong Kong. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made and performed in British Columbia, and the The parties hereby irrevocably agree that the courts of British Columbia shall Hong Kong have non-exclusive jurisdiction to entertain settle any action arising under dispute or claim that arises out of or in connection with 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 SCHEDULE 1 Basic Salary: HK$480,000 per annum SCHEDULE 2 Discretionary Bonus The Employee shall be deemed eligible to form one receive a discretionary annual bonus. Payment of such bonus and the same amount (if any) thereof shall be 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 an originally executed instrumentminority interest but before extraordinary items of over HK$100 million, bearing the date set forth on performance of the face page hereof notwithstanding Group and of the date Employee during the period in question, provided always that such bonus (if any) shall not exceed 1% of execution or deliverysuch 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 15.1 This Agreement (including which includes the Schedule theretocontent of all schedules hereto) constitutes embodies and sets forth the entire agreement among and understanding of the parties and replaces and supersedes all prior oral or written agreements, memoranda, correspondence, communications, negotiations and representations, whether oral understandings or written, express or implied, statutory or otherwise among the parties with respect arrangements relating to the subject matter hereinof this Agreement. There are no implied covenants contained Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto 15.2 This Agreement shall not be amended, modified, varied or waivers in respect hereof shall only be effective if made supplemented except in writing and executed signed by duly authorised representatives of the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided forparties.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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. 15.3 In the event that either party requires the other party to execute any provision hereof is invalid further document which may be reasonably required for the purpose of recording or unenforceable in a given jurisdictionmemorialising any licence granted hereunder, the party receiving such request shall promptly execute such further document provided that shall not affect the validity or enforceability terms of such document are substantially similar to the terms of the provision 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 failure 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 jurisdictionright or remedy or preclude the further exercise of such right or remedy as the case may be. The courts shall have the power to modify rights and remedies provided in this Agreement, in a manner consistent with the intent of the parties, in order to limit the application Agreement are cumulative and are not exclusive of any such offensive provision to the maximum extent permitted rights or remedies provided by law.
12.6 This 15.5 Any announcement, disclosure or publicity relating to a Typhoid Project or the contents of this Agreement and any rights herein or hereto shall not be assigned or otherwise transferred made by any either party hereto without first obtaining the express written consent 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 Agreement 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 hereto will hold itself out as an agent of the other parties hereto. party.
15.7 This Agreement shall enure inure to the benefit of and be binding upon the parties hereto and hereto, their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed . Nothing in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedingsthis Agreement, this Agreement shall be deemed expressed or implied, is intended to have been made and performed in British Columbiaconfer upon any person, and other than the parties hereby irrevocably agree that the courts hereto, any rights or remedies under or by reason of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 15.8 The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such 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 clauses contained in this Agreement are for reference only, they do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provision of this Agreement.
15.10 This Agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartany number of counterparts, facsimile and electronically delivered copy each of which shall be deemed to form one considered an original but all of which shall constitute the Agreement by and among the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliveryparties.
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 9.1 This Escrow Agreement shall be governed by and be construed and enforced in accordance with the laws of the State of New York, exclusive of conflicts of laws provisions 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 the 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, forum 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, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other 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 meaning or interpretation of this Agreement.
9.3 This Agreement (including the Schedule thereto) constitutes sets forth the entire agreement among and understanding of the parties and replaces in respect to this Agreement and supersedes all prior agreements, memoranda, correspondence, communications, negotiations arrangements and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect understandings relating to the subject matter hereinhereof.
9.4 This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. There are The failure of any party at any time or times to require performance of any provision hereof shall in no implied covenants manner affect the right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be construed as a further or continuing waiver of any such condition or breach or a waiver of any other than those condition or of good faith and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver the breach of any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent terms of this Agreement.
12.3 Any amendments hereto 9.5 This Agreement may be executed simultaneously in one or waivers in respect hereof more counterparts, each of which shall only be effective if made in writing deemed an original, but all of which together shall constitute one and executed by the same instrument. All signatures of the parties thereto. No waiver shall constitute a waiver to this Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of any other provision or act as a continuing waiver unless such is expressly provided forparty whose signature it reproduces, and will be binding upon such party.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 9.6 This Agreement shall enure inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement 9.7 The Escrow Agent shall have the right to withhold an amount equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be exclusively governed incurred by and construed the Escrow Agent in accordance connection with the laws termination of British Columbia and the 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 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 19.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among Agreement between the parties 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 replaces and supersedes signed by all prior agreementsthe 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, memorandanor 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, correspondencecondition, communications, negotiations and representations, whether oral undertaking or writtenterm, express or implied, statutory or otherwise among the parties with respect as to the subject matter herein. There are no implied covenants contained in this Agreement other than those condition, quality, performance, merchantability or fitness for purpose of good faith and fair dealingthe items supplied or any part thereof is given by The Company.
12.2 19.5 The parties shall Company specifically states that whilst all reasonable care has been taken to exclude known viruses from time to time prior to the format or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out media on which the intent of this AgreementSoftware is supplied, no warranty is given that the Software is virus free.
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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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. 19.6 In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision 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 jurisdiction. The courts shall have the power to modify provision, whether express or implied, except as expressly provided in this Agreement. All conditions, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision warranties or other terms implied by statute or common law are excluded to the maximum fullest extent permitted by lawthe law of the Republic of South Africa.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 19.8 This Agreement shall be exclusively governed by by, construed and construed interpreted in accordance with the laws of British Columbia the Republic of South Africa.
19.9 If any conflict arises in respect of the provisions contained in these terms and conditions and any Annexure thereto, the laws of Canada applicable therein. For provisions contained in these terms and conditions shall prevail.
19.10 Information or documents sent to the purposes of all legal proceedings, this Agreement Company by e-mail shall be deemed to have been made and performed received by the Company only once the Company has acknowledged receipt thereof in British Columbia, and the writing.
19.11 The parties hereby irrevocably agree that submit to the courts of British Columbia shall have exclusive jurisdiction to entertain of the High Court of the Republic of South Africa in respect of all and any action matters, claims or disputes arising under out of or in connection with 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 3 contracts
Sources: End User License Agreement, End User License Agreement, End User License Agreement
General. 12.1 Notices under this Agreement will be in writing and 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 laws rules or principles, and the parties agree to the exclusive jurisdiction of the courts in New York, New York. For customers located elsewhere, the law of England and Wales governs this Agreement, excluding any applicable conflict of laws rules or principles, and the parties agree to the exclusive jurisdiction of the courts in London, England. This Agreement (including does not create a partnership, agency relationship or joint venture between the Schedule thereto) constitutes parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Unless you tell us otherwise in writing, we may refer to our relationship with you as a customer. Any assignment of this Agreement by you without our prior written consent will be null and void, except an assignment to an Affiliate or in connection with a merger or sale of all, or substantially all, of your assets or stock, provided that you may not assign this Agreement to a competitor of ours without our prior written consent. If any provision of this Agreement is 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 exhibits, any Order Form and, if applicable, any data processing agreement or Business Associate Agreement, and comprises the parties’ entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect understanding relating to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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 Neither party has entered into this Agreement in reliance on any rights provided for hereunder shall not, representations or warranties other than those expressly set forth in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the this Agreement or in an applicable Order Form. If any other provision hereof. In conflict exists between the event that any provision hereof is invalid or unenforceable provisions in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein Order Form, the Order Form controls, and if any conflict exists between this Agreement and any addenda, exhibit or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedingsagreement, this Agreement shall be deemed to have been made controls. A purchase order is for convenience only and performed in British Columbiaany terms that govern the purchase order are of no effect. Customer’s purchase of any Subscription is not contingent on, and Customer has not relied on, the parties hereby irrevocably agree delivery of any future functionality, regardless 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, as modified by this Addendum, contains the terms and conditions that govern your use of MongoDB Atlas for Government ("Atlas for Gov"). Capitalized terms that are not defined in this Addendum have the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this meaning provided in your 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 2 contracts
Sources: Cloud Subscription Agreement, Cloud Subscription Agreement
General. 12.1 This Agreement (including the Schedule theretoa) constitutes the entire agreement among the parties and replaces and supersedes Licensee agrees that all prior agreements, memorandanotices, correspondencedisclosures, communicationsand other communications that nexB provides to Licensee electronically satisfy any legal requirement that such communications be in writing, negotiations and representationsto 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 its duties or obligations arising under this Agreement, whether oral by merger, acquisition, sale of assets, operation of law, or writtenotherwise, express or implied, statutory or otherwise among without the parties with respect prior written consent of nexB. Subject to the subject matter herein. There are no implied covenants contained in foregoing, this Agreement other than those shall be binding upon, and inure to the benefit of, the successors and assigns of good faith and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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. 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 shall constitute a waiver of any other provision will be implied from conduct or act as a continuing waiver unless such is expressly provided forfailure to enforce rights.
12.4 Time is (c) This Agreement will be governed by the laws of the essence State of California without regard to 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 the exclusive jurisdiction of and venue in the federal or state courts seated in the Counties of San Francisco, San Mateo or Santa Clara, California.
(d) Any terms of this AgreementAgreement that 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. Any failure to exercise any rights provided for hereunder shall notTerms that survive include, in but are not limited to, the absence provisions of a waiver in accordance with the terms hereofSections 4 (Ownership), affect the subsequent enforcement 5 (Confidentiality), 7 (Limited Warranty), 9 (Limitation of such rightLiability) and 16 (General).
12.5 The invalidity or unenforceability (e) If any term of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the this Agreement or any other provision hereof. In the event that any provision hereof is found invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision term will be enforced to the maximum extent permitted by lawlaw and the remainder of this Agreement will remain in full force.
12.6 (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 Agreement, including the third-party software license agreements and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without Order Forms that incorporate this Agreement, represents the express written consent entire agreement between the parties relating to Licensee's use of the other parties hereto. This Agreement shall enure Software, Content and Documentation and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the benefit of Software, Content and be binding upon Documentation whether written or oral, except to the parties hereto and their respective successors and permitted assignsextent nexB makes any software or services available to Licensee under separate written terms.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Software Subscription License Agreement, Software Subscription License Agreement
General. 12.1 a. Customer's rights to use Services are personal to Customer, are non-exclusive, non-transferable and non-sub licensable. Customer shall not attempt to assign or transfer any rights or obligations under this Agreement without the prior written approval of DAXKO. Any attempt to assign this Agreement in violation of the provisions of this paragraph will be void and of no force or effect. Customer and any attempted transferee shall be jointly and severally liable to DAXKO for any costs or damages incurred by DAXKO in connection with attempted assignments not permitted by this paragraph. This Agreement (including shall inure to the Schedule thereto) constitutes the entire agreement among benefit of the parties hereto and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect is not intended to inure to the subject matter hereinbenefit 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, the 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. There are no implied covenants contained The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement other than those will survive and apply even if this Agreement is found to have failed of good faith and fair dealingits essential purpose.
12.2 The parties c. DAXKO’s performance hereunder shall from time to time 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 action arising out of DAXKO’s provisioning of Services, including the failure, malfunction or after Closing execute and deliver 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 and all such instruments and then current employee of the other documents and perform any and all such acts and other things as may be necessary party either directly or desirable to carry out indirectly through a third party during the intent term of this Agreement, including any renewal thereof, without the mutual agreement of the parties.
12.3 Any amendments hereto f. The Services are subject to DAXKO's sunset or waivers discontinuation policy ("Sunset Policy") and DAXKO reserves the right to discontinue all support for the Services, or for any features, services or content accessible through the Services, in respect hereof shall only be effective if made in writing accordance with such Sunset Policy, which is expressly incorporated by reference herein. From time to time, DAXKO may change the terms and executed by conditions of the parties theretoSunset Policy. No waiver shall constitute a waiver DAXKO will notify Customer of any such change. For the latest version of the Sunset Policy, go to ▇▇▇▇://▇▇▇▇▇.▇▇▇/daxko-sunset-policy or such other provision or act as a continuing waiver unless such is expressly provided forsite designated by DAXKO. Customer's continued use of the Services will indicate Customer's agreement to any change in the Sunset Policy.
12.4 Time is of g. The headings used in this Agreement are for convenience only and do not affect the essence meaning or interpretation of this Agreement. Any failure to exercise The provisions of Sections 2 – 7, 8.b, 8.c, and 10 – 12 of this Service Agreement shall survive any rights provided for hereunder shall not, in termination or expiration of the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightAgreement.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 h. This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws State of Canada applicable thereinDelaware, excluding the conflicts of law provisions thereof. For the purposes of all legal proceedings, The parties agree that any disputes among them arising from or related to this Agreement shall be deemed resolved by binding arbitration conducted under the auspices of the American Arbitration Association in a mutually agreed upon location. The parties shall each be responsible for initial payment of one-half of any arbitration fees, but upon final resolution the prevailing party shall be entitled to have been made recover its reasonable attorneys' fees and performed costs. Notwithstanding the foregoing arbitration provision, Customer acknowledges that a breach or threatened breach of this Agreement by Customer or its representatives may cause irreparable harm to DAXKO for which monetary damages would not be an adequate remedy, and hereby agrees that in British Columbiathe event of a breach or a threatened breach by Customer or its representatives, DAXKO shall, in 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 rights hereunder), be entitled to seek a temporary restraining order, injunction, specific performance and any other equitable relief that may be available from a court of competent jurisdiction, and the parties hereby irrevocably agree that waive any requirement for the courts securing or posting of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementbond or the showing of actual monetary damages in connection with such claim.
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 2 contracts
Sources: Service Agreement, Service Agreement
General. 12.1 13.1 This Agreement shall be binding upon and enure for the benefit of the estates, personal representatives or successors of the Parties.
13.2 Neither this Agreement nor any of the rights, interests or obligations hereunder (except as expressly provided in Clause 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, and any of its rights under, 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 holding company.
13.4 This Agreement (including the Schedule theretotogether with any documents referred to herein) constitutes the entire whole agreement among between the parties and replaces Parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral any previous agreements or written, express or implied, statutory or otherwise among the parties with respect arrangements between them relating to the subject matter herein. There are hereof; it is expressly declared that no implied covenants contained variations hereof shall be effective unless made in writing signed by duly authorised representatives of the Parties.
13.5 All of the provisions of this Agreement other than those of good faith shall remain in full force and fair dealingeffect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).
12.2 13.6 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, invalid or unenforceable, 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 right to damages to which the Purchaser may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of rescission shall constitute a waiver by the Purchaser of any such other right or remedy.
13.8 The parties Purchaser may release or compromise the liability of the 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, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall from time operate as a waiver of such right or remedy.
13.10 Upon and after Completion the Vendor shall do and execute or procure to time prior to or after Closing execute be done and deliver any and executed all such instruments and other further acts, deeds, documents and perform any and all such acts and other things as may be necessary to give effect to the terms of this Agreement and 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 desirable to carry out impliedly required by the intent terms of this Agreement, will 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, deeds, documents and things the Vendor shall as from Completion hold the legal estate in the Sale Shares in trust for the Purchaser.
12.3 Any amendments hereto 13.11 Upon and after Completion the Purchaser shall do and execute or waivers in respect hereof shall only procure to be effective if made in writing done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this Agreement (provided that such acts, to the extent that they were not expressly or impliedly required by the parties thereto. No waiver 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 terms of this Agreement. Any failure , will not cause the Purchaser to exercise any rights provided for hereunder shall not, in incur additional out-of-pocket expenses that are not reimbursed by the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightVendor).
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 13.12 This Agreement may be executed and delivered in two one or more counterparts counterparts, and by facsimile the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and by electronic delivery. Each each such counterpart, facsimile and electronically delivered copy counterpart shall be deemed to form constitute an original of this Agreement but all the counterparts shall together constitute 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 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Biopack Environmental Solutions Inc.)
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties 8.1 All representations and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants warranties contained in this Agreement other than those Agreement, which are for the benefit of good faith and fair dealingany party hereto, may be waived by such party.
12.2 8.2 The parties shall from time SELLER will make every reasonable effort to time prior to or after Closing execute preserve and deliver any improve, where possible, the present relationships with and all such instruments between its distributors, suppliers, customers and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out others having business relationships with the intent of this AgreementCOMPANY.
12.3 Any amendments hereto or waivers in respect hereof 8.3 The rights and recourses of the PURCHASER and of the SELLER shall only be effective if made in writing cumulative and executed not alternative and not limited by the parties thereto. specification.
8.4 No waiver of any breach hereunder shall constitute be a waiver of any other provision subsequent breach hereunder, nor shall any forbearance or act as delay or failure to proceed to litigation or to seek a continuing remedy for any breach be a waiver unless or renunciation of any right or remedy with respect to such is expressly provided forbreach or any subsequent breach of the Agreement.
12.4 Time is of 8.5 The Agreement and the essence of this Agreement. Any failure to exercise any rights provided for benefits hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity be non-assignable except pursuant to statutory amalgamation or unenforceability of any provision hereof other corporate reorganization and 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors successors, administrators, permitted assigns and permitted assignsrepresentatives.
12.7 8.6 The parties agree to do, sign and execute all acts, deeds, documents and corporate proceedings necessary or desirable in the reasonable opinion of their respective counsel to give full force and effect to this Agreement.
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 exclusively governed by and construed in accordance with the laws of British Columbia the State of Minnesota and subject to the laws foregoing obligatory and binding arbitration, the courts of Canada applicable therein. For the purposes judicial districts of all the state of Nevada shall be the exclusive forum for any legal proceedingsproceedings 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 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 be affected thereby, and each term, covenant and condition of this Agreement shall be deemed valid and enforceable 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 Agreementfullest extent permitted by law.
12.8 This 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 corporations, the neuter.
8.11 If the expiry of any delay provided for in this Agreement falls on a non-juridical day, then the delay shall be extended to the next following juridical day.
8.12 No disclosure or announcements, public or otherwise, in respect of this or any prior agreement or any other aspect of the transaction shall be made without the consent of the SELLER, except as may be executed required by applicable legislation.
8.13 The parties acknowledge that they have required that this Agreement and delivered all related documents be prepared 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 deliveryEnglish 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 8.1 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.
8.2 Except to the extent already performed, all the provisions of this Agreement 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 varied in writing (including excluding electronic methods of writing) signed by each of the Schedule thereto) constitutes parties.
8.4 This Agreement, along with all of the documents entered into to give effect to its terms and the transactions contemplated hereunder, constitute the entire understanding and agreement among between the parties and replaces and supersedes supersede all prior agreements, memorandaarrangements, correspondence, communications, negotiations letters and representations, whether oral or written, express or implied, statutory or otherwise among discussions between the parties with respect to parties.
8.5 No announcement concerning the subject matter herein. There are no implied covenants contained in transaction contemplated by this Agreement other than those or any ancillary matter shall be made by the Company without the prior written consent of good faith and fair dealingthe Subscriber, such consent not to be unreasonably withheld or delayed, save that the Company may (after consultation with the Subscriber) make an announcement concerning the transaction contemplated by this Agreement or any ancillary matter if required by law or any securities exchange or regulatory or governmental body to which the Company or any Group Company is subject.
12.2 The parties shall from 8.6 If at any time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent provision of this Agreement.
12.3 Any amendments hereto Agreement is or waivers becomes illegal, invalid or unenforceable in any respect hereof shall only be effective if made in writing and executed by under the parties thereto. No waiver shall constitute a waiver law 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 notjurisdiction, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement, or the remainder legality, validity or enforceability under the law of the Agreement any other jurisdiction of that or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 8.7 No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall affect that right, power or 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 executed an adequate remedy in the event of a breach of this Agreement by the Company and delivered in two that, accordingly, the Subscriber or more counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy the Minister shall be deemed entitled (without proof of special damages) to form one and the same and an originally executed instrumentremedies of injunction, bearing specific performance or other equitable relief for any threatened or actual breach of the date set forth on the face page hereof notwithstanding the date terms of execution or deliverythis Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Allied Irish Banks PLC), Subscription Agreement (Allied Irish Banks PLC)
General. 12.1 3.1 Nothing herein contained shall in any way affect the Indemnitee’s right to resign from his position as director or officer of the Indemnitor at any time.
3.2 The indemnity and release herein provided for shall survive the termination of the Indemnitee’s position as director or officer of the Indemnitor, the termination of this Agreement, and shall continue in full force and effect thereafter.
3.3 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among agreements between the parties with respect to its subject matter. Notwithstanding the subject matter herein. There are no implied covenants contained forgoing, nothing in this Agreement shall be deemed to diminish or otherwise restrict an Indemnified Party’s right to indemnification under any provision of the Indemnitor’s articles or under applicable corporate law.
3.4 Unless stated otherwise, all monies to be paid hereunder shall be paid within 10 days of becoming payable.
3.5 The Indemnitee acknowledges that he or she has been 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 that he or she is entering into this Agreement with full knowledge of the contents hereof, of his own free will and with full capacity and authority to do so. 28183|8048555_2
3.6 If any provision of this Agreement is determined to be invalid or unenforceable in whole or 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 than those of provisions hereof shall continue in full force and effect. The parties hereto agree to negotiate in good faith and fair dealingto agree to a substitute provision which shall be as 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.
12.2 The parties shall from time 3.7 Each party hereto agrees to time prior to or after Closing execute and deliver any and do all such instruments things and other documents and perform any and take all such acts and other things actions as may be necessary or desirable to carry out give full force and effect to the intent of matters contemplated by 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 3.8 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.
12.7 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 governed by its terms and construed in accordance with by the laws of the Province of British Columbia and the 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, therein and the parties hereto hereby irrevocably agree that attorn to the jurisdiction of the courts of the Province of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementColumbia.
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 2 contracts
Sources: Indemnification Agreement (Arbutus Biopharma Corp), Indemnification & Liability (Arbutus Biopharma Corp)
General. 12.1 9.1 This Escrow Agreement shall be governed by and be construed and enforced in accordance with the laws of the State of New York, exclusive of conflicts of laws provisions 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 the 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, forum 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, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other 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 meaning or interpretation of this Agreement.
9.3 This Agreement (including the Schedule thereto) constitutes sets forth the entire agreement among and understanding of the parties and replaces in respect to this Agreement and supersedes all prior agreements, memoranda, correspondence, communications, negotiations arrangements and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect understandings relating to the subject matter hereinhereof.
9.4 This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. There are The failure of any party at any time or times to require performance of any provision hereof shall in no implied covenants manner affect the right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be construed as a further or continuing waiver of any such condition or breach or a waiver of any other than those condition or of good faith and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver the breach of any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent terms of this Agreement.
12.3 Any amendments hereto 9.5 This Agreement may be executed simultaneously in one or waivers in respect hereof more counterparts, each of which shall only be effective if made in writing deemed an original, but all of which together shall constitute one and executed by the same instrument. All signatures of the parties thereto. No waiver shall constitute a waiver to this Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of any other provision or act as a continuing waiver unless such is expressly provided forparty whose signature it reproduces, and will be binding upon such party.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 9.6 This Agreement shall enure inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement 9.7 The Escrow Agent shall have the right to withhold an amount equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be exclusively governed incurred by and construed the Escrow Agent in accordance connection with the laws termination of British Columbia and the 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 9.8 For purposes of sending and receiving instructions or directions hereunder, all such instructions or directions shall be, and the Escrow Agent may conclusively rely upon such instructions or directions, delivered and executed by representatives of the Partnership and the General Partner designated on Schedule D attached hereto and made a part hereof (each such representative, an “Authorized Person”), which such designation shall include specimen signatures of such representatives, as such Schedule D may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartupdated from time to time.
9.9 The Partnership, facsimile and electronically delivered copy shall be deemed to form one the General Partner, and the same Dealer-Manager each hereby agree and acknowledge that in accordance with Section 326 of the USA Patriot Act the Escrow Agent, like all financial institutions and in order to fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an originally executed instrumentaccount with the Escrow Agent. The Partnership, bearing the date set forth on General Partner, and the face page hereof notwithstanding Dealer-Manager each agrees that it will provide the date Escrow Agent with such information as it may request in order for the Escrow Agent to satisfy the requirements of execution or deliverythe USA Patriot Act.
Appears in 2 contracts
Sources: Escrow Agreement (ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.), Escrow Agreement (ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.)
General. 12.1 31.1 Each of the Parties is independent of the other and nothing contained in this Contract shall be construed to imply that 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 such provision, term or condition.
31.4 Any provision of this Contract which is held to be invalid or 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 Contract and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
31.5 If a provision of this 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 Agreement Contract, any variation in writing signed by an authorised representative of each Party and any document referred to (including the Schedule theretoexplicitly or by implication) constitutes in this Contract or any variation to this Contract, contain the entire agreement among understanding between the parties Supplier and replaces and supersedes the Authority relating to the Services to the exclusion of all prior previous agreements, memorandaconfirmations and understandings and there are no promises, correspondenceterms, communications, negotiations and representations, conditions or obligations whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement 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 good faith and fair dealingthis Contract shall form part of this Contract.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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 not31.13 This Contract, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein Dispute or hereto shall not be assigned claim arising out of or otherwise transferred by in connection with it or its subject matter (including any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement non-contractual claims), shall be exclusively governed by by, and construed in accordance with with, the laws of British Columbia England and Wales.
31.14 Subject to Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, the 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 Parties irrevocably agree that the courts of British Columbia England and Wales shall have non- exclusive jurisdiction to entertain settle any action arising 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 AgreementContract must be produced or conducted in the English language.
12.8 31.16 This Agreement Contract may be executed and delivered in two or more any number of counterparts and by facsimile the Parties on separate counterparts, each of which so executed and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to form an original, but all the counterparts will together constitute one and the same agreement.
31.17 No counterpart shall be effective until each of the Parties has executed and delivered at least one counterpart. Where more than one Supplier is 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 Conditions shall be delivery to the person identified as the Contract Manager or Lead Contract Manager, and delivery by the Supplier shall be delivery to the Authority. Delivery of an originally executed instrumentcounterpart 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, bearing by their authorised signatory signing the date set forth on Contract in the face page hereof notwithstanding appropriate place in the date body of execution or deliverythis 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 source not found. of these Call-off Terms and Conditions shall be by any method permitted for notices under this Contract at Clause 28.1 of this Error! Reference source not found. of these Call-off
Appears in 2 contracts
Sources: Call Off Agreement, Faculty Framework Call Off Agreement
General. 12.1 This 13.1 EICI STANDARD TERMS AND CONDITIONS together with the Express Terminal Services Agreement (including along with the Schedule thereto) constitutes exhibits contain the entire agreement among understanding between the parties and replaces in respect of the subject matter hereof, and supersedes all other prior agreements, memorandaaddendums, correspondenceletters, communications, negotiations representations and representationsundertakings, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties 13.2 If any term or condition of these EICI STANDARD TERMS AND CONDITIONS shall from time to time prior to any extent be or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary become invalid or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of unenforceable 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 EICI STANDARD TERMS AND CONDITIONS shall not affect the validity or enforceability of the provision in any be affected thereby and all other jurisdiction. The courts terms and conditions shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision be valid and enforceable to the maximum fullest extent permitted by law.
12.6 13.3 The Express Company nor any person acting on its behalf will give, promise to give, or offer to give, any loan, gift, donation, payment or other item of value directly or indirectly to or for the benefit of any Indian government official or political party, or to the employee’s of the EICI or its vendors to obtain or retain business or to secure any improper advantage for the Express Company in the course of availing the Facilities and Services at the Express Terminal. .
13.4 Nothing in this Agreement is or is intended to create or constitute a partnership or joint venture between the Parties.
13.5 This Agreement is personal to the Express Company and any rights herein or hereto shall may not be assigned in whole or otherwise transferred in part by any party hereto the Express Company without the express written consent of EICI.
13.6 The Parties agree that this Agreement shall be legally binding on the other parties hereto. Express Company and shall be executed by the duly authorized signatory of the Express Company.
13.7 No amendment or waiver of any of the provisions of this Agreement shall be binding on EICI unless made in writing and signed by EICI.
13.8 Except as otherwise agreed, the Parties agree to keep the terms of this Agreement strictly confidential except for any disclosure required to be made by law and except for any disclosure required for the purpose of implementing the provisions of the Agreement, provided that a similar duty of confidentiality is imposed on any party to whom any information is disclosed.
13.9 This Agreement has been executed by the Parties hereto of their own free will, without any coercion and undue influence and shall enure to be valid and legally binding on both Parties from the benefit of and be binding upon the parties hereto and their respective successors and permitted assignsdate above written.
12.7 13.10 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 AgreementIndia.
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 2 contracts
Sources: Express Terminal Services Agreement, Express Terminal Services Agreement
General. 12.1 The obligations of the Contractor set out in this Agreement apply to all Confidential Information received from UBC or accessed by the Contractor whether or not the Confidential Information was received or accessed before or after the execution of this Agreement and whether or not the Confidential Information is related to the Purposes. The obligations of the Contractor set out in this Agreement survive the termination of this Agreement and any other agreement between the Contractor and UBC, unless expressly superseded thereby. The Contractor acknowledges that irreparable damage to UBC may occur if the Contractor breaches any provision of this Agreement and that monetary damages may not be a sufficient remedy. Accordingly, in addition to any other remedy to which UBC may be entitled at law or in equity, the Contractor hereby consents to and will not oppose any application of UBC for injunctive relief to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction. This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to Confidential Information. If there is any inconsistency or conflict between the subject matter herein. There are no implied covenants contained in terms of this Agreement and any other than those of good faith and fair dealing.
12.2 The agreement between the parties shall from time relating to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent Confidential Information, the terms of this Agreement.
12.3 Any amendments hereto or waivers Agreement govern. UBC may, by notice in respect hereof shall only be effective if made in writing and executed by writing, immediately terminate any agreement between the parties thereto. No waiver shall constitute a waiver of if the Contractor breaches any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence terms of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement is binding on and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure enures to the benefit of and be binding upon the parties hereto and to their respective successors and permitted assigns.
12.7 . This Agreement shall be exclusively is not assignable without the prior written consent of the other party. This Agreement is governed by by, and construed in accordance with with, the laws of the Province of British Columbia and the laws of Canada applicable therein. For Each of the purposes parties agree to bring any action arising out of all legal proceedings, or related to this Agreement shall in a court of British Columbia and the parties hereby submit to the exclusive jurisdiction of the courts of British Columbia. Any notice required or permitted under this Agreement must be in writing and may be given by personal delivery, overnight courier, mail or facsimile transmission to the Contractor at the Contractor’s Mailing Address, and to UBC at UBC's Mailing Address, both as set out on the first page of this Agreement. Notices given by personal delivery will be deemed to have been made and performed in British Columbia, and received on the parties hereby irrevocably agree that date of the courts delivery. Notices given by overnight courier or facsimile transmission will be deemed to have been received on the day following the date of British Columbia shall delivery. Notices delivered by mail will be deemed to have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 been received on the third day following the date of mailing. This Agreement may be executed signed and delivered in two or more counterparts and by facsimile and the Contractor by electronic deliverymeans. Each such counterpartUpon receipt by UBC of an electronic image of this executed Agreement, facsimile and electronically delivered copy the electronic image shall be deemed to form one considered authoritative and the same and an originally executed instrument, bearing the date set forth shall be legally binding on the face page hereof notwithstanding the date of execution or deliveryparties.
Appears in 2 contracts
Sources: Security and Confidentiality Agreement, Security and Confidentiality Agreement
General. 12.1 This 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 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 (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreementsis or becomes invalid, memorandaillegal or unenforceable, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect it shall be deemed modified to the subject matter hereinminimum extent necessary to make it valid, legal and enforceable. There are no implied covenants contained in this Agreement other than those of good faith 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 fair dealing.
12.2 The parties shall from time to time prior enforceable. Any modification to or after Closing execute deletion of a provision or part-provision under this section 23.2 shall not affect the validity and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out enforceability of the intent rest of this Agreement.
12.3 Any amendments hereto 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 the transfer will not materially affect your rights under this Agreement. You may not transfer your rights or waivers 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 terms. Neither us nor you will need to get the permission of any third party to make any changes to this Agreement.
23.5. Nothing in respect hereof this Agreement is intended to, or shall only be effective if made in writing deemed to, establish any partnership or joint venture between us and executed by the parties thereto. No waiver shall constitute a waiver you, cause us or you to be an agent of any other provision person, or act authorise us or you to make or enter into any commitments for or on behalf of any other person. We and you both confirm we are acting on our own behalf as a continuing waiver unless such is expressly provided forprincipal and not for the benefit of or on account of any other person.
12.4 Time 23.6. This Agreement constitutes the entire agreement and understanding between us relating to the Services. You agree that all statements, representations, warranties, conditions and 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 statement, representation (including any misrepresentation), warranty, condition or undertaking (whether negligently or innocently made) of any person (in each case whether contractual or non-contractual) which is of the essence of not expressly set out in this Agreement. Any failure to exercise any rights provided Furthermore, your only remedy for hereunder shall not, in the absence breach of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 damages for breach of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementcontract.
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 2 contracts
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect The definitions of terms herein shall apply equally to the subject matter hereinsingular and plural forms of the terms defined. There are no implied covenants contained in this Agreement Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other than those of good faith and fair dealing.
12.2 The parties document shall be construed as referring to such agreement, instrument or other document as from time to time prior amended, modified, supplemented, extended, renewed, restated or replaced (subject to any restrictions on such amendments, supplements or after Closing execute modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and deliver assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all such instruments tangible and other documents intangible assets and perform any properties, including cash, securities, accounts and all such acts contract rights. Section headings herein and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence other Loan Documents are included for convenience of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof reference only and shall not affect or impair the validity or enforceability interpretation of the remainder of the this Agreement or any other provision hereofLoan Document. In the event that any provision hereof An Event of Default shall exist or continue or be continuing until such Event of Default is invalid waived in accordance with Section 13.4 or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdictionis cured. The courts Borrower shall have the power to modify this Agreementburden of establishing any alleged negligence, in a manner consistent with the intent misconduct or lack of the parties, in order to limit the application good faith by Agent or Lenders under any Loan Documents. No provision of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto Loan Documents shall not be assigned or otherwise transferred by construed against any party hereto without the express written consent by reason of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedingssuch party having, this Agreement shall be or being deemed to have, drafted the provision. Reference to Borrower’s “knowledge” or similar concept means actual knowledge of a Responsible Officer, or knowledge that a Responsible Officer would have been made obtained if he or she had engaged in good faith and performed in British Columbiadiligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementmatter.
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 2 contracts
Sources: Credit and Security Agreement (MVC Capital, Inc.), Credit and Security Agreement (MVC Capital, Inc.)
General. 12.1 This Agreement (including 6.1 In this Agreement, words importing the Schedule thereto) constitutes singular number only shall include the entire agreement among the parties plural and replaces vice versa, words importing gender shall include all genders and supersedes all prior agreementswords importing persons shall include individuals, memorandacorporations, correspondencepartnerships, communicationsassociations, negotiations trusts, unincorporated organizations, governmental bodies and representations, whether oral other legal or written, express or implied, statutory or otherwise among the parties with respect business entities of any kind.
6.2 Any reference to currency is to the subject matter herein. There are no implied covenants contained in this Agreement other than those lawful currency of good faith and fair dealingthe Unites States unless otherwise indicated.
12.2 The parties shall from time to time prior to or after Closing execute 6.3 Maxim acknowledges that it is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent performance by it of this Agreement.
12.3 Any amendments hereto 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 waivers in respect hereof the acquisition of the Shares shall only be effective if made in writing and executed borne by M▇▇▇▇.
6.5 This Agreement is governed by the parties theretolaws of the Province of British Columbia and the federal laws of Canada applicable therein. No waiver shall constitute a waiver The Parties irrevocably attorn to the exclusive jurisdiction of any other provision or act as a continuing waiver unless such is expressly provided forthe courts of the Province of British Columbia.
12.4 6.6 This Agreement, including the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Parties, notwithstanding the completion of the acquisition of the Shares by Maxim pursuant hereto.
6.7 This Agreement is not transferable or assignable.
6.8 Time is shall be of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The 6.9 If any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction, then: (a) such provision shall be 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 any such 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 such jurisdiction shall not affect the validity or enforceability of the 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 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 by electronic means, including by email transmission or by electronic delivery in portable document format (“.pdf”), shall be equally effective as delivery of a manually executed copy of this Agreement. The courts shall have the power Parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to modify this Agreement, in a manner consistent with each waives the intent right to raise any defense based on the delivery of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted this Agreement by lawelectronic means.
12.6 This Agreement 6.13 All notices and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement communications hereunder shall be exclusively governed by in writing and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made 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 performed in British Columbia, and notices to the parties hereby irrevocably agree that Company shall be directed to the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementCompany’s Chief Executive Officer at the address on page 1.
12.8 6.14 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered in two or more counterparts delivered, shall constitute an original and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy all of which together shall be deemed to form constitute 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 2 contracts
Sources: Business Loan Agreement (Yerbae Brands Corp.), Business Loan Agreement (Yerbae Brands Corp.)
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained Headings in this Agreement other than those of good faith are included for reference purposes only and fair dealing.
12.2 The parties shall from time are not to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of used in interpreting this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by . The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, no collective bargaining agreement will apply to the parties theretorelationship between the parties. No waiver shall constitute failure, delay of forbearance of either party in exercising any power or 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 other provision breach 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability nonperformance by either party of any provision hereof shall not affect or impair the validity or enforceability terms of the remainder of the Agreement or any other provision conditions hereof. In the event it is determined under any applicable law that any a certain provision hereof set forth in this Agreement is invalid or unenforceable in a given jurisdictionunenforceable, that shall such determination will not affect the validity remaining provisions of this Agreement 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 subject matter hereof except for any pre-existing agreements regarding assignment of inventions and/or confidentiality (if any), and may not be amended, modified or enforceability of the provision supplemented in any other jurisdictionrespect, except by a subsequent writing executed by both parties. The courts shall have the power Employee acknowledges and confirms that all terms of Employee's employment are personal and confidential, and undertakes to modify this Agreement, keep suchterm in a manner consistent with the intent of the parties, in order confidence and refrain from disclosing such terms to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties heretothird party. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by by, and construed and interpreted in accordance with with, the laws of British Columbia the State of Israel, and the laws sole and exclusive place of Canada applicable therein. For the purposes jurisdiction in any matter arising out of all legal proceedings, or in connection with this Agreement shall be deemed to have been made and performed applicable courts in British Columbia, and the parties hereby irrevocably agree Tel-Aviv. The Employee acknowledges that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement, together with the Exhibits thereto, constitutes a due notice to the Employee of the terms of employment, as required under law. 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 this agreement and its appendices.
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 2 contracts
Sources: Personal Employment Agreement (AIT Therapeutics, Inc.), Personal Employment Agreement (AIT Therapeutics, Inc.)
General. 12.1 This 7.1 Time shall, in all respects, be of the 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 this Subscription Agreement (including and in the Schedule thereto) agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the entire only agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith hereof and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver supersede any and all such instruments prior negotiations and other documents and perform any and all such acts and other things as understandings. This Subscription Agreement may be necessary amended or desirable to carry out the intent modified in any respect by written instrument only.
7.5 The terms and provisions 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Subscription Agreement shall be binding upon and enure to the benefit of and be binding upon the parties hereto Purchaser, the Corporation and their respective heirs, legal representatives, successors and permitted assigns; provided that, except as herein provided, this Subscription Agreement shall not be transferable or assignable by any party without the written consent of the other.
12.7 7.6 This Subscription Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of British Columbia and the 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, therein and the parties hereto hereby irrevocably agree that attorn to the exclusive jurisdiction of the courts of the Province of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementColumbia.
12.8 7.7 This Subscription Agreement may be executed is intended to 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 take effect on the date set forth on of acceptance of the face page hereof subscription by the Corporation, notwithstanding the its actual date of execution or deliverydelivery 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 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 all costs incurred by the 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 upon the request of the other parties hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered 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 10.1 Time shall be of the essence in this Agreement.
10.2 This Agreement (including shall be construed and enforced in accordance with the Schedule thereto) constitutes 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 among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith hereof, and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute supercede and deliver replace any and all such instruments and other documents and perform any and all such acts and other things as may be necessary prior agreements, undertakings, representations or desirable negotiations pertaining to carry out the 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 waiver 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 subject matter of this Agreement. Any failure The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to exercise any rights provided for hereunder shall not, in enter into this Agreement. In the absence event of a waiver in accordance with conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms hereof, affect the subsequent enforcement of such rightthis Agreement shall prevail.
12.5 The invalidity 10.4 This Agreement may not be amended or unenforceability of modified in any provision hereof shall not affect or impair way except by written instrument signed by the validity or enforceability of the remainder of the Agreement or any other provision hereofParties hereto. In the event that the Parties hereto wish to amend the terms of any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts Schedules annexed hereto, this shall have be done by way of a written amending agreement (the power "Amending Agreement") setting forth that the particular schedule or schedules being amended are amended per the terms of the schedule (s) attached to modify this the Amending Agreement, in a manner consistent with but otherwise the intent terms of the partiesAgreement will continue in full force and effect, in order mutatis mutandis, and both parties will then sign the Amending Agreement, and the Amending Agreement will then be attached to limit this Agreement and then each page of the application of any such offensive provision to Agreement and the maximum extent permitted Amending Agreement shall then be dated and initialed by lawthe Parties hereto.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 10.5 This Agreement shall enure endure to the benefit of and be binding upon the parties hereto and Parties hereto, together with their respective personal representatives, successors and permitted assigns.
12.7 10.6 This Agreement shall is a personal services agreement and may not be exclusively governed assigned by and construed in accordance with either Party without the laws prior written consent of British Columbia and the laws other Party.
10.7 The waiver by either Party of Canada applicable therein. For any breach of the purposes provisions of all legal proceedings, this Agreement shall not operate or be deemed to have been made and performed in British Columbia, and construed as a waiver by that Party of any other breach of the parties hereby irrevocably agree that the courts same or any other provision of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 This Agreement 10.8 The Parties agree to execute and deliver such further and other documents, and perform or cause to be performed such further and other acts and things as may be executed necessary or desirable in order to give full force and delivered effect to this Agreement.
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 two this Agreement be found to be invalid, illegal or more counterparts and by facsimile and by electronic delivery. Each such counterpartunenforceable, facsimile and electronically delivered copy the validity, legality or enforceability of the remaining provisions of the Agreement shall not be 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 deemed submitted to form one binding arbitration in Calgary, Alberta before a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding on the Parties, and the same successful Party shall be entitled to receive its solicitor and an originally executed instrument, bearing client legal costs and disbursements incurred in the date set forth on the face page hereof notwithstanding the date of execution or deliveryarbitration.
Appears in 2 contracts
Sources: Employment Agreement (Phon Net Com Inc), Employment Agreement (Phon Net Com Inc)
General. 12.1 24.1 This Agreement (including the Schedule thereto) constitutes sets out the entire agreement among between the Parties and supersede all prior representations, arrangements, understandings and agreements between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect relating to the subject matter herein. There are no implied covenants hereof and subject to clause 0 sets forth the entire complete and exclusive agreement and understanding between the Parties hereto relating to the subject matter hereof Neither Party has relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement
24.2 Nothing contained in a document or referred to in this Agreement, beyond what is expressly contemplated by this Agreement other than those as being contained in such document or is necessary for the purposes of good faith and fair dealing.
12.2 The parties shall from time giving effect to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent a provision of this Agreement., shall modify or have any effect for the purposes of this Agreement or be construed as relevant to the interpretation of this Agreement
12.3 Any amendments hereto 24.3 No failure to exercise nor any delay in exercising on the part of a Party to this Agreement any right of termination or waivers in respect hereof any other right or remedy under this Agreement or otherwise howsoever arising shall only be effective if made in writing and executed by the parties thereto. No waiver shall constitute operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof or the exercise of any other provision right or act remedy The rights and remedies provided herein are cumulative and not exclusive or any rights or remedies provided by law
24.4 Nothing herein contained shall be construed as a continuing waiver unless such is giving rise to the relationship of principal and agent (save as otherwise expressly provided for.herein) or partnership or joint venture
12.4 Time is 24.5 Without prejudice to the provisions relating to variation in clause 23 no alternative or variation of the essence terms of this Agreement. Any failure Agreement shall be effective unless agreed to exercise any rights provided for hereunder by both Parties in writing expressed to be a variation to this Agreement and signed by a WRSAon behalf of both Parties Thames and the LWS acknowledge that, because of the novel nature of this Agreement the provisions of Schedule 1 may be inaccurate or deficient in some manner Accordingly, each Thames and the LWS undertake to discuss in good faith the correct identification of the details of Schedule 1 with a view to amending the same as necessary to reflect the correct position To the extent that agreement on the proposed alternative, variation or amendment cannot be reached within 3 months the matter shall not, in the absence of a waiver be referred to Dispute Resolution in accordance with Clause 10 of this Agreement and such details shall be amended accordingly following such agreement or determination (as the terms hereofcase may be)
24.6 If any term or provision of this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law, affect the subsequent enforcement such term or provision or part shall to that extent be deemed not to form part of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair this Agreement but the validity or and enforceability of the remainder of the this Agreement or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto affected
24.7 Subject and without the express written consent of the other parties hereto. This Agreement shall enure prejudice to the benefit provisions of and be binding upon Schedule 3 the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 England are to have exclusive jurisdiction to entertain settle any Disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceeding (collectively “proceedings”) arising out of or in connection with this Agreement may be brought in such courts
24.8 Unless a right of enforcement is expressly provided for in this Agreement it is not intended that a third party shall have the right to enforce any term of this Agreement pursuant to the Contract (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
24.9 The construction, validity and performance of this Agreement shall be governed in all respects by exclusive Jurisdiction of English law
24.10 Every notice or other communication to be given by one Party to the other 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 in the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.English language
1.1 LWS name 1.2 Contact Details Address Telephone no Fax no E-mail address Company Registration Number
Appears in 2 contracts
Sources: Wholesale Supply Agreement, Wholesale Supply Agreement
General. 12.1 This 9.1. No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives) PROVIDED THAT We may, acting reasonably, unilaterally amend these Terms and Conditions immediately on Notice to You in order to comply with any applicable law. For the avoidance of doubt and save for amendments made by Us to comply with applicable law, an email exchange will not constitute effective variation.
9.2. Each provision of this Agreement shall be construed separately and notwithstanding that the whole or any part of any such provision may be held by any body of competent jurisdiction to be illegal invalid or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect. Each of us hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
9.3. Without prejudice to the rights conferred on Partners pursuant to clause 6.9 of Schedule 3, each party confirms the intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the application of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or a Statement of Work (regardless of Jurisdiction). Notwithstanding any Permitted User’s status of Licensee under this Agreement, nothing in this Agreement is intended to create a direct contractual relationship between Us and the Permitted User (other than Us and You). You warrant and undertake that any and all claims arising in connection with this Agreement shall be brought by You. You will indemnify Us for and against all costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against Us as a result of any claim brought against Us by any Permitted User, save for where that Permitted User is bringing a claim in connection with an agreement that Permitted User is a party to, with Us.
9.4. The construction, validity, and performance of this Agreement shall be governed by the Governing Law and the parties submit, subject to clause 8 of Schedule thereto) 1, to the exclusive Jurisdiction. As both parties benefit from the certainty of setting out all relevant rights and liabilities, this Agreement constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter herein. There are no implied covenants contained in of this Agreement other than those of good faith and fair dealingsupersedes any prior agreements, whether written or oral, made between us. In entering into this Agreement, You acknowledge and accept that You have not relied on any pre-contractual statement.
12.2 The parties shall from time 9.5. We may refer to time prior to or after Closing execute You as a client and deliver any as a user of Access Products in Our marketing and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out public relations materials.
9.6. With the intent exception of payment obligations, if due performance of this AgreementAgreement by either party is affected in whole or in part by any reason or any event, delay or failure beyond the reasonable control of such party and occurring without that Party’s fault or negligence, with the exception of strikes or other labour problems involving Our or Your employees, respectively, (“Force Majeure Event”), such party shall give prompt Notice to the other party and shall be under no liability for any loss, damage, injury, or expense of whatever kind, howsoever caused, suffered by the other party due to the affected performance. Such party shall use reasonable efforts to avoid or overcome the causes affecting performance as soon as it becomes practical to do so. Notwithstanding the foregoing, if the force majeure condition continues for a period of forty-five (45) days or more, the Party not experiencing the force majeure condition may terminate this Agreement upon written notice to the other to be provided no later than fifteen (15) days after the forty-fifth day of the Force Majeure situation.
12.3 Any amendments hereto 9.7. You shall not assign, transfer, charge, hold on trust for another or waivers deal in respect hereof shall only any other manner with any of its rights or obligations under this Agreement, or purport to do so, without the prior written consent of Us. We may transfer or assign this Agreement to any current subsidiary or parent company, or successor in interest in the event of a sale or merger, such transfer or assignment to be effective if made in writing and executed by the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided forupon Notice to You.
12.4 Time is of the essence of this Agreement9.8. Any failure to exercise any rights provided for hereunder or delay by either of us in exercising a right or remedy arising in connection with this Agreement shall not, in the absence of not constitute a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightright or remedy or of any other rights or remedies.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereof9.9. In performing its obligations under the event that any provision hereof is invalid agreement, both parties shall comply with all applicable laws, statutes, regulations.
9.10. Any Notice, claim or unenforceable in a demand to be given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision by either party to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance connection with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed sufficiently given served or made by: (i) written communication; (ii) in English; (iii) provided by email or letter, where letter sent by pre-paid first class; (iv) expressed as a Notice under or with reference to have been made these Terms and performed Conditions; and (v) addressed to the attention of the appropriate person within that party. Nothing in British Columbia, and the parties hereby irrevocably agree that provision shall do away with the courts of British Columbia shall have exclusive jurisdiction service provisions under the Civil Procedure Rules relevant to entertain any action arising under this Agreementthe Jurisdiction.
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 2 contracts
Sources: Framework Agreement, Framework Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in 6.1 Should any provision of this Agreement be determined to be unenforceable or prohibited as a consequence of any applicable law, this Agreement shall be considered severable as to such provision, which shall then be inoperative, but the remaining provisions shall be valid and binding.
6.2 The headings and numbers describing and numerating sections of this Agreement are inserted as a matter of convenience only and in no way define, limit, construe, or describe the scope or intent of such sections, and such headings and numbers shall not in any way, other than those of good faith and fair dealing.
12.2 The parties shall from time to time prior to for reference purposes, affect the interpretation or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent construction of this Agreement.
12.3 Any amendments hereto 6.3 This Agreement shall be binding on the Parties from the date first herein above written and its terms shall apply to all Inventions Created before the date of this Agreement, but not yet disclosed to the University, and hereafter.
6.4 No termination, cancellation, modification, amendment, deletion, addition, or waivers in respect hereof other change to this Agreement or any provision hereof, or waiver of any right or remedy herein provided, shall only be effective if made for any purpose unless specifically set forth in writing and duly executed by the parties theretoon behalf of each Party to be bound thereby. No waiver shall constitute Neither a waiver of or failure to assert any right or remedy in respect of any occurrence, event, act, or omission on one occasion, nor any number of such waivers or failures to assert on multiple occasions, shall be deemed a waiver of such right or remedy in respect of a similar occurrence, event, act, or omission on any other provision or act as a continuing waiver unless such is expressly provided foroccasion.
12.4 Time is of the essence 6.5 The terms of this Agreement. Any failure to exercise Agreement shall supercede and replace any rights provided equivalent agreement made between the parties heretofore, specifically, any Memorandum of Agreement respecting ownership in and responsibilities for hereunder shall not, in commercializing an Invention created by the absence Faculty Employee during the course of a waiver in accordance employment with the terms hereof, affect the subsequent enforcement University or use of such rightUniversity Resources.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 6.6 This Agreement shall bind and enure to the benefit of the heirs, executors, administrators and be binding upon assigns of the parties hereto Faculty Employee and their respective the successors and permitted assigns.
12.7 This Agreement shall be exclusively governed assigns of the University. SIGNED, SEALED AND DELIVERED by and construed in accordance with the laws of British Columbia and the 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 Faculty Employee and by facsimile and the University, as attested by electronic delivery. Each such counterpartthe signatures of its proper officers on that behalf, 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 dates appearing below: (“seal”) Faculty Employee Date UNIVERSITY OF SASKATCHEWAN (“seal”) Per: for Chair of execution or delivery.Board of Governors Date Per: for Secretary of Board of Governors Date
Appears in 2 contracts
General. 12.1 This Agreement (10.1 Unless you or your company has executed an enterprise agreement with Net Worth Strategies, Inc., the terms of which expressly prevail over the terms of The Agreement, The Agreement, including the Schedule thereto) constitutes any attached exhibit, schedule, or supplement, contains the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter hereinhereof. There are no implied covenants contained in this Agreement other than those No modification or waiver of good faith and fair dealing.
12.2 The any of the provisions, or any future representation, promise, or addition, shall be binding upon the parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if unless made in writing and executed signed by the parties thereto. both parties.
10.2 No waiver by either party of any of its rights under The Agreement shall constitute be deemed to be a waiver of any other provision or act as a continuing waiver unless such is expressly provided forright under The Agreement.
12.4 Time is 10.3 If any provision, term, condition, covenant, restriction or other portion of The Agreement shall be held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the remaining portions shall remain in force and effect.
10.4 A party to The Agreement ("Affected Party") shall not be liable to the other party for default or delay in the performance of any of the essence Affected Party's obligations hereunder (except for the obligation to pay money) due to act of this God, accident, fire, flood, storm, riot, war, terrorism, sabotage, explosion, national defense requirement, governmental law, ordinance, rule or regulation, or any contingency beyond the reasonable control of the Affected Party that would make performance commercially impracticable.
10.5 Nothing contained herein shall create any partnership, joint venture, employment, agency or fiduciary relationship between the parties.
10.6 If any provision of The Agreement, except for a provision relating to the payment of money, is held void by a final judgment or decree of any court, commission or other judicial or quasi-judicial body of competent jurisdiction, The Agreement shall remain in force and effect in all other respects as if such provision had not been included in The Agreement. Any failure If a provision relating to exercise the payment of money is held void by a final judgment or decree of any rights provided for hereunder shall notcourt, in the absence commission or other judicial or quasi-judicial body of a waiver in accordance with the terms hereofcompetent jurisdiction, affect the subsequent enforcement of such rightThe Agreement may be terminated immediately by Licensor upon giving written notice to Licensee.
12.5 10.7 Nothing in The invalidity Agreement shall be construed, interpreted or unenforceability asserted against any party on the basis that all or part of any provision hereof shall not affect The Agreement was written or impair the validity or enforceability proposed by that party.
10.8 Captions are inserted for convenience 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 reference only and shall not affect the validity or enforceability construction and interpretation of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein 10.9 Any notice or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement report hereunder shall be deemed to have been made given if delivered or sent by first class mail, return receipt requested, or email, at such address as designated by the party by written notice, or by confirmed courier or by facsimile with a confirmation report showing successful delivery. If notice is given by mail and performed in British Columbiathe notice affects other parties’ rights hereunder, the effective date of the notice shall be seven (7) days after the date of mailing or the date the notice is received, whichever is earlier. If the notice is given by email, and the parties hereby irrevocably agree that notice affects other parties’ rights hereunder, the courts effective date 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 the notice 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 (1) day after the date of execution sending or deliverythe date the notice is received, whichever is earlier.
Appears in 2 contracts
Sources: Managed Hosting Services Agreement, Managed Hosting Services Agreement
General. 12.1 This 15.1 The CUSTOMER may not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement, without NDBS’s prior written consent.
15.2 No one other than a Party to this Agreement shall have any right to enforce any of its terms.
15.3 Each Party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the Schedule thereto) constitutes the entire agreement among the parties other Party and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect which relates to the subject matter herein. There are no implied covenants contained in this Agreement other Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than those by breach of good faith and fair dealingthis Agreement, or subsequently comes lawfully into the possession of such Party from a third Party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
12.2 The parties shall 15.4 Each Party agrees, to the extent they apply to this agreement, to comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including (without limitation) the Bribery Act 2010 and with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry in force including the Modern Slavery Act 2015
15.5 This Agreement sets out the intent of entire agreement between the Parties relating to its subject matter and overrides any prior correspondence or representations. All warranties and conditions not set out in this Agreement.
12.3 Any amendments hereto Agreement whether implied by statute or waivers in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision otherwise are excluded to the maximum extent permitted by law.
12.6 This 15.6 In entering into this Agreement and any rights herein Orders associated with it, neither Party has relied on any Pre-Contractual Statement save to the extent that such statement or hereto representation is included in this Agreement or other documents referred to by it.
15.7 Any variation to this Agreement must be in writing and signed by the authorised signatories of both Parties.
15.8 No failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall not be assigned constitute a waiver of that or otherwise transferred by any party hereto other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.9 Both Parties agree that for the Term and for a period of one year after it has terminated, they will not, directly or indirectly, employ or contract for the services of any of the employees of the other Party at any time engaged in the performance of this Agreement without the express prior written consent of the other parties hereto. Party.
15.10 If any provision of this Agreement is ruled to be invalid for any reason, that invalidity will not affect the rest of this Agreement which will remain valid and enforceable in all respects.
15.11 This Agreement shall enure is intended to the benefit of be legally binding and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws law of British Columbia England and the laws of Canada applicable thereinWales. 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 Each Party irrevocably agree agrees that the courts of British Columbia England and Wales shall have exclusive jurisdiction to entertain settle any action dispute or claim arising under out of or in connection with this AgreementAgreement or its subject matter or formation (including non- contractual disputes or claims).
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 2 contracts
Sources: Master Services Agreement, Master Services Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements8.1 You may not transfer, memorandaassign, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory charge or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent dispose of this Agreement.
12.3 Any amendments hereto , or waivers in respect hereof shall only be effective if made in writing and executed by any of your rights or obligations arising under it, without the parties theretoCompany’s prior written consent. No waiver shall constitute a waiver of any other provision The Company may transfer, assign, charge, sub-contract or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence otherwise dispose of this Agreement. Any failure to exercise , or any of its rights provided for hereunder shall notor obligations arising under it, in at any time during the absence term of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightAgreement.
12.5 The invalidity 8.2 You may not export all or unenforceability part of the Software directly or indirectly without obtaining any required written approval of any provision hereof shall not affect applicable government or impair regulatory authority and the validity or enforceability written approval of the remainder of the Agreement or any other provision hereofCompany. In the event that addition, you shall comply with any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision applicable export laws and regulations applicable to the maximum extent permitted by lawjurisdiction in which the Software was obtained and in which it is used.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 8.3 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia England. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
8.4 All disputes arising between you and the laws of Canada applicable therein. For the purposes of all legal proceedings, Company with respect to this Agreement shall be deemed subject to have been made and performed in British Columbia, and the parties hereby irrevocably agree that exclusive jurisdiction of the competent courts of British Columbia shall have exclusive England. Notwithstanding the foregoing, Company may seek immediate injunctive or other equitable relief in a court of competent jurisdiction to entertain in connection with any action arising under breach or alleged breach of the provisions of this Agreement.
12.8 This 8.5 You agree that this Agreement may be executed and delivered any document expressly referred to in two it (including the License) is the entire agreement between you and the Company concerning the Software and Documentation and supersedes all proposals or more counterparts prior agreements, verbal or written, and by facsimile any other communications between you and by electronic delivery. Each such counterpart, facsimile the Company relating to the Software and electronically delivered copy Documentation.
8.6 No amendment to this Agreement shall be deemed effective unless signed by a duly authorized representative of both parties.
8.7 The Company will not be liable to form one you for any breach of this Agreement which arises because of any circumstances which the Company cannot reasonably be expected to control.
8.8 No term of this Agreement is enforceable by a person who is not a party to this Agreement, except that all Ricoh Affiliates and licensors are direct and intended third-party beneficiaries of this Agreement and shall have the benefit of and the same right to enforce all provisions of this Agreement which benefit and an originally executed instrumentare enforceable by Ricoh.
8.9 The original version of this Agreement is in English. If there are discrepancies between the English version of this Agreement and any other language versions of this Agreement, bearing the date set forth on the face page hereof notwithstanding the date English version of execution this Agreement shall prevail.
8.10 Nothing in this Agreement affects any statutory rights of consumers under applicable law that cannot be waived or deliverylimited by contract.
Appears in 2 contracts
Sources: End User License Agreement, End User License Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among may be amended at any time by written instrument executed and delivered by each of the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter hereinhereto. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties hereto shall from time to time prior to or after Closing execute and deliver any and all sign such instruments further and other documents documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence, do and perform any and all cause to be done and performed such further and other acts and other things as may be necessary or desirable in order to carry out give full effect to this Agreement throughout the intent term of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof . Time shall only be effective if made in writing and executed by the parties thereto. No waiver 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 Agreement and of every part hereof and no extension or variation of this Agreement shall not, in the absence of operate as a waiver in accordance with 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 parties hereto rely upon or regard as material, any 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, affect the subsequent enforcement of such right.
12.5 The invalidity section or unenforceability portion of any provision hereof shall not affect section of this Agreement is determined to be unenforceable or impair the validity or enforceability of the remainder of the Agreement or invalid for any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdictionreason whatsoever, that unenforceability or invalidity shall not affect the enforceability or validity or enforceability of the provision in any other jurisdiction. The courts remaining portions of this Agreement and such unenforceable or invalid article, section or portion thereof shall have be deemed to be severed from the power to modify remainder of this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 counterpartany number of counterparts, facsimile and electronically delivered copy each of which shall be deemed to form be an original and all 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 an originally executed instrument, bearing the date set forth on parties adopt any signatures received by PDF/electronic mail as original signatures of the face page hereof notwithstanding the date of execution or deliveryparties.
Appears in 2 contracts
Sources: Voting Trust Agreement (Naqi Logix Inc.), Voting Trust Agreement (Naqi Logix Inc.)
General. 12.1 This Agreement (including the Schedule thereto) constitutes The foregoing terms comprise the entire and exhaustive statement of the agreement among between LABYRINTH and You relating to or arising out of Your use of the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representationsProduct. No modification, whether oral or written, express to any of the above terms and conditions will be binding unless specifically agreed to in writing and signed by a duly authorized officer of LABYRINTH. The above terms shall prevail notwithstanding any different or implied, statutory inconsistent terms in any ordering or otherwise among the parties other document issued by You. All rights not expressly granted are reserved by LABYRINTH. Failure or delay in enforcing any right or term or condition of this Agreement shall not be deemed a waiver of such right or term or condition with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties shall from time to time prior to any subsequent breach or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver shall constitute a waiver continuance of any other provision existing breach after demand for strict performance. If any term or act as condition shall be held by a continuing waiver unless such is expressly provided for.
12.4 Time is court of the essence of this Agreement. Any failure competent jurisdiction to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 jurisdictionbe unenforceable, that term or condition shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power be interpreted as broadly as possible to modify this Agreement, in a manner consistent with give effect to the intent of the parties, and the remaining terms and conditions of this Agreement will remain in order full force and effect. If LABYRINTH employs attorneys to limit enforce any rights arising out of or relating to this Agreement, then LABYRINTH shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses. You hereby acknowledge a breach of this Agreement would cause irreparable harm and significant injury to LABYRINTH that may be difficult to ascertain and that a remedy at law would be inadequate. You agree that LABYRINTH shall have the application right to seek and obtain immediate injunctive relief, without the posting of a bond, to enforce the obligations under this Agreement in addition to any other rights and remedies it may have. A printed version of this Agreement and of any such offensive provision notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the maximum same extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure subject to the benefit of same conditions as other business documents and be binding upon the parties hereto records originally generated and their respective successors and permitted assignsmaintained in printed form.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: End User License Agreement, End User License Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties 16.1 The rights, powers, privileges and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained remedies provided in this Agreement other than those letter agreement are cumulative and not exclusive of good faith and fair dealingany rights, powers, privileges or remedies provided by law.
12.2 The parties shall from 16.2 No delay or omission by any party at any time to time prior to or after Closing execute and deliver require performance of any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent provision of this Agreement.
12.3 Any amendments hereto letter agreement shall affect its right to enforce such provision at a later time. A waiver of any right or waivers in respect hereof remedy under this letter agreement shall only be effective if made given in writing and executed by the parties thereto. No waiver shall constitute not be deemed a waiver of any other provision subsequent breach or act as a continuing waiver unless such is expressly provided fordefault.
12.4 Time 16.3 No variation or amendment of this letter agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the essence parties.
16.4 Where any provision of this Agreement. Any failure to exercise letter agreement is or becomes illegal, invalid or unenforceable in any rights provided for hereunder shall not, in respect under the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability laws of any jurisdiction then such provision hereof 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 impair the legality, validity or enforceability in that, or any other, jurisdiction of the remainder of the Agreement or any other provision hereof. In of this letter agreement.
16.5 Any notice or other communication given under this letter agreement or in connection with the event that 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 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 provision hereof is invalid or unenforceable 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 given jurisdiction, that shall not affect the validity or enforceability representative of the provision in courier;
(d) if from or to any other jurisdiction. The courts shall have place outside the power to modify this AgreementUnited 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 manner consistent with delivery receipt, provided that in the intent 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 partiesperson and to the address, in order or e-mail address, subject to limit paragraph 16.7, as set out below: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AG For the application 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 any change to its address or other details specified in paragraph 16.6 provided that such offensive provision to notification shall only be effective on the maximum extent permitted by lawdate specified in such notice or five Business Days after the notice is given, whichever is later.
12.6 16.8 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure letter agreement will inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Confidentiality Agreement (Amec PLC), Confidentiality Agreement (Amec PLC)
General. 12.1 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 fit for the purpose of the easement as set out at Clause 3.01. If any provision of this Agreement or application thereto to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, other than such term, shall be valid and enforced to the extent permitted by law. This Agreement (including shall be interpreted and enforced in accordance with the Schedule thereto) constitutes laws of the entire agreement among Province of Alberta. No action shall lie against either the parties and replaces and supersedes all prior agreementsGrantor, memorandathe Applicant, correspondence, communications, negotiations and representations, whether oral or written, express the City for damages for breach of any one or implied, statutory or otherwise among more of the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those unless the Grantor, the Applicant, or City were, at the time of good faith the alleged breach, an owner of all or a portion of either the Servient or Dominant Lands and fair dealing.
12.2 The parties 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 prior to comprise two or after Closing execute more persons, each such person shall be jointly and deliver any severally bound with the other and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out others for the 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 waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is performance of the essence 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. Any failure Agreement will constitute and are deemed to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance be covenants running with the terms hereofDominant and Servient Lands, affect the subsequent enforcement of such right.
12.5 The invalidity whether expressed as covenants or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties heretonot. This Agreement shall be binding upon and enure to the benefit of and be binding upon the parties hereto and their respective successors, successors in title and permitted assigns.
12.7 This . Nothing in this Agreement shall be exclusively governed relieve the Grantor from compliance with all applicable municipal bylaws, laws or regulations established by and construed in accordance with any other Government Authority which may have jurisdiction over the laws Servient Lands. Every provision of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement by which the Grantor is obligated in any way shall be deemed to have been made and performed 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 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 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 one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date part of execution or deliverythis Agreement.
Appears in 2 contracts
Sources: Emergency Access Easement Agreement, Emergency Access Easement Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect 14.1 Any right granted herein to the subject matter herein. There are no implied covenants contained in Lessor may be exercised by the Lessor’s rental agent or other representative or agent.
14.2 If this Agreement other than those is signed for the Tenant by a person (“the Signatory”) acting as an agent on behalf of good faith and fair dealingthe Tenant, then that Signatory in their personal capacity shall be liable for all the obligations imposed on the Tenant in terms of this Agreement in the event the Tenant fails to comply with its obligations in terms hereof. The signatory may be required to sign a suretyship simultaneously herewith (in the discretion of the Lessor).
12.2 The parties 14.3 All of the schedules and/or annexes hereto are incorporated herein and shall from time to time prior to or after Closing execute have the same force and deliver any and all such instruments and other documents and perform any and all such acts and other things effect as may be necessary or desirable to carry if they were set out in the intent body 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 14.4 This Agreement shall enure extend to the benefit of and be binding upon the parties hereto hereto, their heirs, executors, administrators and their respective successors and permitted assigns.
12.7 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, nor shall it in any way be regarded as a waiver of any rights hereunder, or a novation of this Agreement.
14.6 The terms of this Agreement form the sole contractual relationship between the parties in relation to the subject matter of the Agreement and no variation of this Agreement shall affect the terms hereof unless such a variation shall be reduced to writing under the hands of the parties hereto.
14.7 If any provision of this Agreement is unenforceable then that unenforceable provision is deemed severed from the remaining provisions of this Agreement, which shall not be affected and shall remain 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 exclusively construed and governed by and construed in accordance with the laws of British Columbia and the laws Republic 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, South Africa and the parties hereby irrevocably agree that any magistrate court which has jurisdiction over the courts person of British Columbia the Tenant shall have exclusive jurisdiction to entertain any action arising under or proceeding that may arise out of this Agreement.
12.8 This Agreement 14.10 The Tenant consents that the Lessor may be executed and delivered process his/her/its personal information as set out in two 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 counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to form one and of the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliverymajor Credit Bureaus in South Africa.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
General. 12.1 This Agreement (including the Schedule theretoa) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to be for the benefit of and be binding upon the parties hereto and Parties hereto, their respective successors and permitted assigns.
12.7 b) If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provisions shall be severable from the remainder of this Agreement.
c) The provisions herein constitute the entire Agreement between the Parties hereto and supersede all previous expectations, understanding, communications, representations, and agreements, whether verbal or written, between the Parties with respect to the subject matter hereof.
d) Any inconsistency between this Agreement, and the policies, guidelines, or documents appended to or incorporated by reference into this Agreement will be resolved in favour of the Agreement.
e) The failure by either Party at any time to require strict performance by the other, of any term or provision of the Agreement shall not constitute a waiver or breach of such or any other term or provision of this Agreement, nor shall it constitute a waiver of any succeeding breach of any other term or provision.
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 exclusively governed by and construed in accordance with according to the laws of the Province of British Columbia and the 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 Parties agree that to attorn exclusively to the jurisdiction of the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising Columbia.
h) Neither Party may assign its rights under this Agreement.
12.8 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 two 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 an original and will constitute one and the same Agreement. Both Parties must deliver an executed copy of this Agreement 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 more counterparts and by facsimile and by electronic deliveryemail as set out on the first page of this Agreement. Each such counterpart, facsimile and electronically Any notice delivered copy on a Business Day before 4:00 p.m. Pacific Time shall be deemed to form one have been given on that Business Day and the same and an originally executed instrument, bearing the date set forth after 4:00 p.m. shall be deemed to have been given on the face next Business Day.
l) Wherever appropriate in this Agreement, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. The remainder of this page hereof notwithstanding left intentionally blank. Schedule A follows on the date of execution or deliverynext page.
Appears in 2 contracts
Sources: Educational Services, Educational Services
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There The Parties are no implied covenants contained in independent contractors; 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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 does not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned construed to create any partnership, joint venture, employer-employee, agency, or otherwise transferred by any party hereto without franchisor-franchisee relationship between the express written consent of the other parties hereto. This Any claim relating to this Agreement shall enure to or the benefit of and Services will be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed interpreted in accordance with the laws of British Columbia the State of New York, United States, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the laws competent courts of Canada applicable thereinthe State of New York, United States. For You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Agreement without Pontera's prior express written consent. Pontera may assign its rights and obligations under this Agreement without restriction. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement including the purposes of relevant Order Form is the entire agreement between you and Pontera relating to the subject matter herein and supersedes any and all legal proceedingsprior or contemporaneous written or oral agreements or understandings between the Parties. Other than changes to this Agreement made in accordance with Section 19, this Agreement may be amended, modified or supplemented only in a writing duly executed by an authorized representative of each of the Parties. If any of the provisions of this Agreement are declared to be invalid or unenforceable by a court of competent jurisdiction, such provisions shall be deemed ineffective to have been made the extent of such invalidity or unenforceability while the other provisions hereof shall remain in full force 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 effect. Notices under this Agreement.
12.8 This Agreement may be executed made via email or regular mail. Without limitation, you agree that a printed version of this Agreement and delivered of any notice given in two electronic form shall be admissible in judicial or more counterparts administrative proceedings based upon or relating to this Agreement to the same extent and by facsimile subject to the same conditions as other business documents and by electronic deliveryrecords originally generated and maintained in printed form. In the case of conflicts or inconsistencies between the terms of this Agreement and any Order Form hereto, the terms of this Agreement will prevail, except as specifically stated otherwise. Unless designated as replacing a specific outstanding Order Form, a new Order Form will be considered to be in addition to then-outstanding Orders Forms. The Services and any derivatives thereof, may be subject to export laws of the United States and other jurisdictions. Each such counterpartParty represents that it is not named on any US Department of Commerce Denied-Party List. You will not permit any End User to access or use any Services in any U.S. embargoed countries (currently Venezuela, facsimile and electronically delivered copy shall be deemed to form one and the same and an originally executed instrumentCuba, bearing the date set forth on the face page hereof notwithstanding the date Iran, North Korea, Sudan or Syria) or in violation of execution any U.S. export law or deliveryregulation.
Appears in 2 contracts
Sources: Order Management System Subscription Agreement, Order Management System Subscription Agreement
General. 12.1 This (a) Employee acknowledges and agrees that the parties have attempted to limit Employee’s right to compete only to the extent necessary to protect Verso from unfair competition and protect the legitimate interests of Verso. If any provision or clause of this Agreement (including or portion thereof shall be held by any court of competent jurisdiction to be illegal, void or unenforceable in such jurisdiction, the Schedule thereto) constitutes remainder of such provisions shall not thereby be affected and shall be given full effect, without regard to the entire agreement among invalid portion. It is the intention of the parties and replaces and supersedes all prior agreementsEmployee agrees, memoranda, correspondence, communications, negotiations and representations, whether oral that if any court construes any provision or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in clause of this Agreement other than those or any portion thereof to be illegal, void or unenforceable because of good faith the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area or matter of such provision and fair dealingin its reduced form, such provision shall then be enforceable and shall be enforced.
12.2 The parties shall from time to time prior to (b) Employee acknowledges that neither this Agreement nor any provision hereof can be modified, abrogated or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers waived except in respect hereof shall only be effective if made in writing and executed a written document signed by the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is Chairman of the essence Board of this Agreement. Any failure to exercise any rights provided for hereunder shall notVerso, or in the event of the absence of a waiver in accordance with such person or the terms hereof, affect the subsequent enforcement vacancy of such rightposition, such other person as Verso’s board of directors shall designate in writing.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 (c) This Agreement shall be exclusively governed by by, construed under, and construed enforced in accordance with the laws of British Columbia the State of Delaware without regard to the conflict-of-law provisions or principles thereof. Employee hereby consents to the jurisdiction of and the laws agrees that any claim arising out of Canada applicable therein. For the purposes of all legal proceedings, or relating to this Agreement shall may be deemed to have been made and performed brought in British Columbia, and the parties hereby irrevocably agree that the courts of British Columbia the State of Ohio.
(d) This Agreement and any rights thereunder may be assigned by Verso and, if so assigned, shall have exclusive jurisdiction operate to entertain any action arising protect the Protected Information and relationships of Verso as well as such information and relationships of the assignee.
(e) Employee agrees that Verso’s determination not to enforce this or similar agreements as to specific violations shall not operate as a waiver or release of Employee’s obligations under this Agreement.
12.8 (f) Employee acknowledges and agrees that Verso has advised Employee that Employee may consult with an independent attorney before signing this Agreement.
(g) This Agreement may be executed sets forth the entire agreement of the parties, and delivered in two fully supersedes any and all prior agreements or more counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed understandings between the parties pertaining 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 deliverysubject matter hereof.
Appears in 2 contracts
Sources: Employment Agreement (Verso Corp), Restrictive Covenant Agreement (Verso Corp)
General. 12.1 8.1 This Agreement (including and all matters thereto shall be governed by the Schedule thereto) constitutes the entire agreement among laws of British Columbia, Canada, excluding rules of conflict of laws, and the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect attorn to the subject matter International Commercial Arbitration Centre in Vancouver, British Columbia. The application of the United Nations Convention of Contracts for the International Sale of Goods are expressly excluded. Les parties ont exigé que cette entente soit rédigée en anglais.
8.2 You shall not assign this Agreement or sublicense the Software or Documentation, without Robelle’s prior written consent, which consent will not be unreasonably withheld. Any attempt to assign this Agreement or sublicense the Software without Robelle’s prior written consent shall constitute a breach of this Agreement and Robelle may exercise Robelle’s option to terminate this Agreement in accordance with Section 2.1 above. Any such attempted assignment shall be null and void.
8.3 All notices and other communications required or permitted under this Agreement shall be in writing and shall be sent by pre-paid registered mail, or fax, to the address set out herein. There are no implied covenants contained Either party may change its address for notice purposes by written notice to the other party. This Agreement may be signed in counterparts and will have effect on the receipt by Robelle of a fax signature from you. You will be responsible for providing Robelle with an originally signed copy.
8.4 No provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent is in writing signed by the party claiming to have waived or consented. The waiver of any breach or the acceptance of any defective performance shall not constitute a waiver of, or consent to, any other than those breach of good faith the same or any other provision. The acceptance of any late payment and fair dealingany interest on such late payments shall not affect Robelle’s rights and remedies for such payment having been made late, including any right to terminate this Agreement.
12.2 The parties 8.5 THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL TAKE PRECEDENCE OVER AND SUPERCEDE ANY AND ALL PURCHASE ORDERS OR OTHER STANDARD FORM CONDITIONS NOT EXPRESSLY AGREED UPON IN WRITING BY ROBELLE, WHETHER BEFORE OR AFTER THE EFFECTIVE DATE. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY TO THE VERSION OF THE SOFTWARE FIRST LICENSED BY YOU, AND THE NEXT VERSION RELEASED BY ROBELLE. ROBELLE RESERVES THE RIGHT THEREAFTER TO CHANGE ITS SOFTWARE LICENSE CONDITIONS IN ITS SOLE DISCRETION ON NOTICE TO YOU IN ACCORDANCE WITH REASONABLE RISK MANAGEMENT POLICIES. IN THE ABSENCE OF SUCH NOTICE, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY.
8.6 Sections 2.1, 3.1, 4.1, and Articles 6, 7 and 8 shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out survive the intent termination 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 thereto8.7 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided forYOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PRIOR PROPOSALS, REPRESENTATIONS OR COMMUNICATIONS, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Software License Agreement, Software License Agreement
General. 12.1 This Agreement (including the Schedule theretoa) constitutes the entire agreement among the parties The Registrant may not sell, transfer or assign any of its rights, titles and replaces interests in its Certificate Number and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those Agreement, without the prior written consent of good faith and fair dealingCPCC, which consent may be refused.
12.2 (b) The parties shall from time agree to time prior to or after Closing execute and deliver any and all such instruments and other further documents and perform any and all to do such acts and other things as may reasonably be necessary required to give effect to or desirable to carry out better evidence or perfect the terms and 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 (c) This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and permitted assignsassigns of the parties hereto.
12.7 (d) No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the waiver and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.
(e) The parties acknowledge that they have been advised or had the opportunity to be advised by their own independently selected counsel and other advisors in connection with this Agreement and enter into this Agreement solely on the basis of that advice and/or on the basis of their own independent investigation of all of the facts, laws and circumstances material to this Agreement or any provisions thereof, and not in any manner or to any degree based upon any statement or omission by the other party and/or its representatives or counsel.
(f) This Agreement shall sets forth the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, understandings and agreements between the Parties concerning its subject matter. For greater clarity, as of the Effective Date, any Certificate Number the Registrant may have held prior to the Effective Date, and the terms and conditions of any agreement related thereto, will no longer be exclusively valid.
(g) No amendment of this Agreement or addition hereto will be valid or binding unless set forth in writing and duly executed by both of the parties.
(h) This Agreement will be governed by and construed in accordance with the laws of British Columbia the Province of Ontario and the laws of Canada applicable therein. For the purposes of all legal proceedings, All disputes arising under this Agreement shall will be deemed referred to have been made and performed in British Columbia, and the parties hereby irrevocably agree that the courts of British Columbia shall the Province of Ontario which will have exclusive jurisdiction, and each party hereto irrevocably submits to the jurisdiction to entertain any action arising under of such courts.
(i) Sections 4(c), 6 and 7 will survive the expiry or termination of 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 2 contracts
Sources: Registration Agreement, CPCC Registration Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes contains the entire agreement among between the parties and replaces Parties, and supersedes all prior agreementsprevious agreements between them, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect in relation to the subject matter hereinsale and purchase of the Sale Shares, and the other matters contemplated under this Agreement. There are no implied covenants contained other representations, warranties, conditions or terms whatsoever applicable thereto whether express or implied. The Parties acknowledge that no claim shall arise in this Agreement other than those respect of good faith and fair dealingany agreement so superseded.
12.2 The parties Any variation to this Agreement shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out binding only if recorded in a document signed by the intent of this AgreementParties.
12.3 Any amendments hereto or waivers No failure by any Party to exercise, and no delay on its part in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver shall constitute exercising, any right hereunder will operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other provision or act as a continuing waiver unless such is expressly provided forfurther exercise of it or the exercise of any right, or prejudice or affect any right against any person under the same liability whether joint, several or otherwise.
12.4 Time is None of the essence Parties may assign or transfer any of their rights or obligations under this Agreement. Any failure to exercise Agreement without the prior written consent of the other Parties, except that the Purchaser may assign or transfer any of its rights provided for hereunder shall not, in or obligations under this Agreement without the absence prior written consent of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightother Parties.
12.5 The invalidity If any term in or unenforceability provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, the term or provision hereof shall to that extent be deemed not affect or impair to form a part of this Agreement and the legality, validity or and enforceability of the remainder of this Agreement shall not be affected.
12.6 Save as expressly provided herein, each Party shall bear its own legal, accountancy and other costs and expenses incurred in connection with the negotiation, preparation and completion of this Agreement and all transactions contemplated hereunder, except that the stamp duty payable in respect of the transactions contemplated hereunder (if any) shall be borne by the Parties in equal shares.
12.7 Subject to the limitations expressly set out in this Agreement, the Completion or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that termination of this Agreement shall not affect the validity any provision herein which is expressly or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein implication provided or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed intended to have been made and performed in British Columbia, and the parties hereby irrevocably agree that the courts of British Columbia shall effect or continue to have exclusive jurisdiction to entertain any action arising under this Agreementeffect after Completion or termination.
12.8 This Agreement may be executed and delivered in two or more any number of counterparts and by facsimile the different Parties on separate counterparts, each of which when so executed and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to form an original, but all of which shall together constitute 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 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement
General. 12.1 This Agreement (including Words and phrases used in these Terms of Use have the Schedule thereto) constitutes definition given in these Terms of Use or, if not defined herein, have their plain English meaning as commonly interpreted in the entire agreement among United States. As used in these Terms of Use, the parties and replaces and supersedes all prior agreementsterm “including” means “including, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter hereinbut not limited to.” Section headings are for reference purposes only. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties shall from Our failure at any time to time prior require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may right. All waivers must be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed signed in ink by the parties theretoparty to be bound. No Unless the written waiver shall constitute contains an express statement to the contrary, no waiver of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any other provision continuing or act as succeeding breach of such provision, 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 notprovision itself, in the absence of or a waiver in accordance with the terms hereofof any right under these Terms of Use. If any provision of these Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 will not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 Columbiaremaining provisions, and the parties hereby irrevocably agree court will substitute for such provision the valid and enforceable provision that most closely approximates the courts intent and economic effect of British Columbia shall such provision. The remaining provisions of these Terms of Use will remain in full force and effect. Unless you have exclusive jurisdiction entered into a separate agreement with GCG regarding the Site, these Terms of Use, together with any client agreement to entertain any action arising under this Agreement.
12.8 This Agreement which you may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartsubject, facsimile and electronically delivered copy shall be deemed to form one and the same and an originally executed instrument, bearing the date set forth the entire understanding and agreement between us and supersede all prior understandings and agreements between you and us with respect to the subject matter hereof. The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the face page hereof notwithstanding other. Any assignment in violation of the date foregoing will be null and void. We may freely assign these Terms. These Terms of execution or deliveryUse may be amended only as set forth above.
Appears in 2 contracts
Sources: Terms of Use, Website Terms of Use
General. 12.1 22.1 This Agreement (including the Schedule thereto) constitutes sets forth the entire agreement among and understanding between the parties hereto as to the matters set out herein and replaces the opening, maintenance and operations of the Account(s), and supersedes all prior previous representations, agreements, memoranda, correspondence, communications, negotiations and representationsunderstandings, whether oral or writtenwritten or otherwise, between them.
22.2 This Agreement may be translated into Chinese language but in the event of any conflict arising the English version shall prevail.
22.3 Time shall in all respects be of the essence in the performance of all the Client's obligations under or in connection with this Agreement.
22.4 Except where the Broker is given express or implied, statutory or otherwise among the parties with respect written instructions to the subject matter hereincontrary, in accordance with the terms of this Agreement, it may make payment of any amounts owing to the Client by crediting the same to the Account, details of which are specified in this Agreement. There are Payment to such Account shall constitute payments to the Client for all purposes.
22.5 All sums payable by the Client in connection with this Agreement shall be exclusive of all taxes, duties or other charges of similar nature. If any tax, duty or other charge of similar nature is required by law to be withheld from such payments, the amount payable by the Client shall be increased to the extent necessary to ensure that, after the making of any withholding, the Broker receives on the due date a net sum equal to what it would have received and retained had no implied covenants contained deduction been made.
22.6 Any provision in this Agreement which is invalid for any reason in any jurisdiction shall be ineffective to the extent of such invalidity and shall be severed from this Agreement in that jurisdiction without affecting the validity of the remaining provisions of this Agreement in that jurisdiction or affecting validity of such provision in any other than those of good faith and fair dealingjurisdiction.
12.2 22.7 The parties shall from time Client hereby declares that he has read this Agreement in the language of the Client’s choice of English or Chinese and that the Client understands and agrees to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out bound by the intent terms of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing 22.8 The Client hereby irrevocably appoints the Broker with full power and executed by authority as the parties thereto. No waiver 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 notClient’s attorney, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum fullest extent permitted by law.
12.6 This , to act for and on behalf of the Client for the purpose of carrying out the provisions of this Agreement and taking any rights herein action and executing any document or hereto shall not be assigned or otherwise transferred by any party hereto without instrument in the express written consent name of the other parties hereto. This Agreement shall enure Client or the Broker which the Broker may deem necessary or desirable to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For accomplish 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 2 contracts
Sources: Cash Client Agreement, Cash Client Agreement
General. 12.1 This Agreement (including the Schedule theretoa) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained Nothing in this Agreement other than those of good faith and fair dealing.
12.2 The parties shall from time to time prior to will be construed as: (1) constituting a commitment, agreement or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver shall constitute a waiver understanding of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of kind that the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement Company or any other provision hereof. In the event that any provision hereof is invalid Employer will continue your employment or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent relationship with the intent of the parties, in order Company; or (2) limiting or restricting either party's right to limit the application of any such offensive provision to the maximum extent permitted by lawterminate your employment or other relationship.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. (b) This Agreement shall enure be binding upon and inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. You may not assign any rights under this Agreement without the written consent of the Company, which it may withhold in its sole discretion; any such attempted assignment without the Company's written consent shall be void. The Company may assign its rights under this Agreement at any time upon notice to you.
12.7 (c) Notices under this Agreement must be in writing and delivered either by hand or by a reputable domestic or international carrier (postage prepaid and return receipt or proof of delivery requested), and, in the case of notices to the Company, addressed to its principal executive offices to the attention of the Stock Plan Administrator, and, in your case, addressed to your address as shown on the Employer's records.
(d) This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of North Carolina without regard to the conflict of law provisions thereof, as if made and to be performed wholly within such State. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of North Carolina, agree that such litigation shall be conducted in the courts of Durham County, North Carolina, or the federal courts for the United States for the Middle District of North Carolina, and no other courts, where the Award of the Stock Units is made and/or to be performed.
(e) If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the other provisions of the Agreement and the laws of Canada applicable therein. For Agreement shall be construed as if the purposes of all legal proceedingsinvalid or unenforceable provision were omitted and a valid and enforceable provision, as nearly comparable as possible, substituted in its place.
(f) Notwithstanding any prior award agreement between you and the Company under which Stock Units may have been awarded, this Agreement shall and the Plan set forth all of the promises, agreements and understandings between you and Company relating to the Stock Units granted pursuant to this Agreement, constitutes the complete agreement between the parties regarding the Stock Units and replaces any prior oral or written communications regarding the same.
(g) Shares issued pursuant to this Award may be deemed subject to have been made such stop transfer orders and performed in British Columbiaother restrictions as the Committee may deem advisable under applicable law or the rules and regulations of the U.S. Securities and Exchange Commission or any stock exchange or trading system upon which the common stock of the Company is listed, and the parties hereby irrevocably Committee may cause a legend or legends to be placed on any such certificates or the stock records of the Company to make appropriate reference to such restrictions.
(h) You agree that the courts of British Columbia shall have exclusive jurisdiction to entertain Stock Units, even if later forfeited, serve as additional, valuable consideration for your obligations, if any, undertaken in any action arising under this Agreementexisting agreement between you and the Company and/or other Employer regarding confidential information, noncompetition, nonsolicitation or similar covenants.
12.8 This Agreement (i) You acknowledge, represent and warrant to the Company, and agree with the Company, that (i) except for information provided in the Company's filings with the U.S. Securities and Exchange Commission and in the Company's current prospectus relating to the Plan, you have not relied and will not rely upon the Committee, the Company, an Employer or any employee or agent of the Company or an Employer in determining whether to accept this Award, or in connection with any disposition of Shares obtained pursuant to this Award, or with respect to any tax consequences related to the grant of the Stock Units or the disposition of Shares obtained pursuant to the Stock Units; and (ii) you will seek from your own professional advisors such investment, tax and other advice as you believe necessary.
(j) You acknowledge that you may incur a substantial tax liability as a result of vesting of the Stock Units. You assume full responsibility for all such consequences and the filing of all tax returns and related elections you may be executed required or find desirable to file. If you are required to make any valuation of Shares obtained pursuant to the Stock Units under any federal, state or other applicable tax law, and delivered if the valuation affects any tax return or election of the Company or the Employer or affects the Company's financial statement reporting, you agree that the Company may determine the value and that you will observe any determination so made by the Company in two all tax returns and elections filed by you.
(k) You acknowledge that copies of the Plan and Plan prospectus are available upon written or more counterparts and by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed telephonic request 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 deliveryCompany's Stock Plan Administrator.
Appears in 2 contracts
Sources: Stock Unit Award Agreement (Cree Inc), Stock Unit Award Agreement (Cree Inc)
General. 12.1 a. This Agreement (including Agreement, read together with the Schedule thereto) Celbux Privacy Policy, constitutes the entire whole of the agreement among between the parties Parties relating to the matters dealt with herein, and replaces and supersedes all prior agreementsno undertaking, memorandarepresentation, correspondencewarranty, communications, negotiations and representations, whether oral term or written, express or implied, statutory or otherwise among the parties with respect condition relating to the subject matter herein. There are no implied covenants contained of this Agreement, read together with the Celbux Privacy Policy, not incorporated in this Agreement other than those will be binding on either of good faith and fair dealingthe Parties.
12.2 The parties shall from b. No latitude, extension of time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as indulgence which may be necessary given or desirable allowed by Celbux to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers User in respect hereof shall only of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of Celbux arising from this Agreement and no single or partial exercise of any right by Celbux under this Agreement will in any circumstances be effective if made in writing and executed construed to be an implied consent or election by the parties thereto. No waiver shall constitute Celbux or operate as a waiver of or otherwise affect any other of its rights in terms of or arising from this Agreement or estop or preclude it from enforcing at any time and without notice, strict and punctual compliance with each and every provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence term of this Agreement. Any failure Failure or delay on the part of Celbux in exercising any right, power or privilege under this Agreement will not constitute or be deemed to exercise any rights provided for hereunder shall not, in the absence of be a waiver in accordance with thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the terms hereofexercise of any other right, affect the subsequent enforcement of such rightpower or privilege.
12.5 The invalidity c. All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or unenforceability linked grammatically, severable from each other. Any provision or clause of any provision hereof shall not affect this Agreement which is or impair the validity becomes unenforceable, whether due to voidness, invalidity, illegality, unlawfulness or enforceability of the remainder of the Agreement or for any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdictionreason whatever, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreementwill, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision only to the maximum extent permitted by lawthat it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement will remain of full force and effect.
12.6 d. This Agreement and any rights herein or hereto shall may not be assigned or otherwise transferred by any party hereto you without the express prior written consent of the other parties heretoCelbux. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, Celbux may assign its rights under 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 Agreementwithout your consent.
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 2 contracts
Sources: User Standard Terms and Conditions, User Standard Terms and Conditions
General. 12.1 This Agreement (including 1.1 Each of the Schedule thereto) constitutes Parties hereto confirms the entire agreement among truth and accuracy of the parties recitals and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among agrees that the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent recitals form part of this Agreement.
12.3 1.2 This Agreement constitutes the entire agreement between the Parties with respect to the concerning the subject matter of this Agreement, including but not limited to the 1982 Agreement. 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 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 Parties, and extend to their successors and assigns.
1.6 Any Article or Section of this Agreement or any other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed from this Agreement, and shall be ineffective to the extent of such illegality, invalidity or unenforceability, and shall not affect or impair the remaining provisions hereof
1.7 The Parties hereby agree to be bound by all regulatory requirements, codes, statutes and laws applicable to their respective jurisdictions which are hereby incorporated by reference into, and form part of this Agreement.
1.8 If any Regulatory Authority having jurisdiction (or any successor boards or agencies), a court of 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 cancelling, changing or superseding any term or provision of this Agreement (the “Regulatory Requirement”), then this Agreement will be deemed modified to the extent necessary to comply with the Regulatory Requirement.
1.9 Notwithstanding the foregoing, if the Regulatory Authority materially modifies the terms and conditions of this Agreement and such modification(s) materially affect the benefits flowing to one or both of the Parties, 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 hereto to this Agreement or waivers take other appropriate action(s) so as to put each Party in respect hereof effectively the same 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 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 only have the right to unilaterally terminate this Agreement forthwith, as per Section 7.2.
1.10 Nothing in this Agreement shall be effective if made construed as affecting in any way the rights of either Party to unilaterally make application to any one or more of 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 valid or binding unless set out in writing and executed by the parties thereto. No waiver shall constitute a waiver Parties with the same degree of any other provision or act formality as a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence execution of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Interconnection Service Agreement, Interconnection Service Agreement
General. 12.1 This (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 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.
(including the Schedule theretob) constitutes the entire agreement among the parties The captions and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained paragraph headings used in this Agreement other than those are for convenience of good faith reference only, and fair dealingshall not affect the construction or interpretation of this Agreement or any of the provisions hereof.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any (c) This Agreement, and all such instruments matters or disputes relating to the validity, construction, performance or enforcement hereof, shall be governed by and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver construed in accordance with the terms hereof, affect laws of the subsequent enforcement State of such rightNew York.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. (d) This Agreement shall enure be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 (e) This Agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartany number of counterparts, facsimile and electronically delivered copy each of which shall be deemed to form be an original hereof, but all of which together shall constitute one and the same instrument.
(f) In the event of any dispute under or arising out of this Agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party, in addition to any damages and/or other relief that may be awarded, its reasonable costs and an originally executed instrumentexpenses (including reasonable attorneys’ fees) incurred in connection with prosecuting or defending the subject dispute.
(g) This Agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof, bearing and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
(h) This Agreement is intended for the date set forth sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and no other person or entity shall have any right to rely on this Agreement or to claim or derive any benefit herefrom absent the face page hereof notwithstanding express written consent of the date party to be charged with such reliance or benefit.
(i) If any provision of execution this Agreement is held invalid or deliveryunenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require; and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be.
Appears in 2 contracts
Sources: Equity Incentive Agreement (ComVest Capital, LLC), Equity Incentive Agreement (Biowave Innovations, LLC)
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties If and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties shall from time extent that (i) the DGCL is amended hereafter to time prior to require or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as permit indemnification, expense advancement or exculpation that is or may be necessary or desirable more favorable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers Indemnitee than the maximum permissible indemnification, expense advancement and exculpation now permitted thereunder and provided in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, or (ii) the Company reincorporates in or merges, consolidates or combines into or with any other corporation or entity by virtue of which transaction the Company is not the surviving, resulting or acquiring corporation and the surviving, resulting or acquiring corporation is incorporated in a manner consistent with the intent of the partiesdifferent jurisdiction which at such time requires or permits indemnification, in order to limit the application of any such offensive provision expense advancement or exculpation that is or may be more favorable to the Indemnitee than the maximum extent permissible indemnification, expense advancement and exculpation now permitted by law.
12.6 This under the DGCL and provided in this Agreement, then pursuant to this Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement Indemnitee shall be exclusively governed by entitled to, and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made be amended to provide for the Indemnitee’s contractual entitlement to, indemnification, expense advancement and performed in British Columbia, and exculpation to the parties hereby irrevocably agree maximum extent 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 permitted or required under such applicable law at the time of any initial or subsequent request for indemnity hereunder (determined as contemplated by Section 4 hereof), whether or not the Company has adopted any Charter or By-law provisions adopting, effecting or implementing any provisions thereof which are permissive and delivered not mandatory in two or more counterparts and by facsimile and by electronic deliverynature. Each such counterpart, facsimile and electronically delivered copy Nothing contained herein shall be deemed to detract from, diminish, impair, limit or adversely affect any right which the Indemnitee may have under this Agreement, and to the extent that any terms, conditions or provisions of this Agreement (including, without limitation, those in Section 1 hereof) are more favorable to the Indemnitee than the maximum indemnification, expense advancement and exculpation then permitted or required under such applicable law (determined as aforesaid), then such terms, conditions and provisions of this Agreement shall be preserved and integrated with such more favorable terms from then applicable law and shall continue to apply to the Indemnitee’s rights by virtue of this Agreement. The same expansion of the Indemnitee’s rights and deemed inclusion herein and integration herewith of any terms, conditions or provisions more favorable to the Indemnitee shall occur upon and with respect to any amendment of the provisions relating to indemnification, expense advancement and exculpation in the Company’s Charter or By-laws and any provision by the Company to any other officer or director of the Company of any other different 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 indemnification contract or deliveryagreement.
Appears in 2 contracts
Sources: Indemnification Agreement (Magellan Petroleum Corp /De/), Indemnification Agreement (Magellan Petroleum Corp /De/)
General. 12.1 3.1 Nothing herein contained shall in any way affect the Indemnitee’s right to resign from his position as director or officer of the Indemnitor at any time.
3.2 The indemnity and release herein provided for shall survive the termination of the Indemnitee’s position as director or officer of the Indemnitor, the termination of this Agreement, and shall continue in full force and effect thereafter.
3.3 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among agreements between the parties with respect to its subject matter. Notwithstanding the subject matter herein. There are no implied covenants contained forgoing, nothing in this Agreement shall be deemed to diminish or otherwise restrict an Indemnified Party’s right to indemnification under any provision of the Indemnitor’s articles or under applicable corporate law.
3.4 Unless stated otherwise, all monies to be paid hereunder shall be paid within 10 days of becoming payable.
3.5 The Indemnitee acknowledges that he has been advised to obtain independent legal advice with respect to entering into this Agreement, that he has obtained such independent legal advice or has expressly waived such advice, and that he is entering into this Agreement with full knowledge of the contents hereof, of his own free will and with full capacity and authority to do so.
3.6 If any provision of this Agreement is determined to be invalid or unenforceable in whole or 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 than those of provisions hereof shall continue in full force and effect. The parties hereto agree to negotiate in good faith and fair dealingto agree to a substitute provision which shall be as 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.
12.2 The parties shall from time 3.7 Each party hereto agrees to time prior to or after Closing execute and deliver any and do all such instruments things and other documents and perform any and take all such acts and other things actions as may be necessary or desirable to carry out give full force and effect to the intent of matters contemplated by 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. 3.8 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.
12.7 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 governed by its terms and construed in accordance with by the laws of the Province of British Columbia and the 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, therein and the parties hereto hereby irrevocably agree that attorn to the jurisdiction of the courts of the Province of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementColumbia.
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 2 contracts
Sources: Indemnification & Liability (Arbutus Biopharma Corp), Indemnification Agreement (Arbutus Biopharma Corp)
General. 12.1 Section titles are only for convenience and have no legal or contractual significance. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely.” Bluetooth SIG’s failure to act with respect to a breach by Organization or others does not waive its rights to act with respect to subsequent or similar breaches. A waiver will only be binding on Bluetooth SIG if it is in a written document signed by Bluetooth SIG. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining terms, covenants and restrictions will remain in full force and effect. Organization and Bluetooth SIG intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, Organization and Bluetooth SIG agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Bluetooth SIG may assign this Agreement, in whole or in part, at any time with or without notice to Organization. Organization may not assign or transfer this Agreement or any of its rights under this Agreement. This Agreement (including the Schedule thereto) will be binding upon Bluetooth SIG’s successors and assigns. This Agreement constitutes the entire agreement among the parties between Organization and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Bluetooth SIG with respect to the subject matter herein. There are no implied covenants contained any Assigned Value listed in Exhibit A. Both Organization and Bluetooth SIG warrant to each other that, in entering this Agreement agreement, neither Bluetooth SIG nor Organization has relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers expressly stated in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver 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 The preceding sentence will not limit or exclude any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 liability that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall cannot be assigned limited or otherwise transferred by any party hereto without the express written consent of the excluded under applicable law. No one other parties hereto. This Agreement shall enure to the benefit of than Organization and be binding upon the parties hereto and their respective Bluetooth SIG, or Bluetooth SIG’s successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed will have any right 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 enforce this Agreement.
12.8 . This Agreement may be executed in counterparts, each of which will be an original 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 all of which together will constitute 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 deliveryagreement.
Appears in 2 contracts
Sources: Agreement Regarding Issuance of Bluetooth Sig Assigned Values, Agreement Regarding Issuance of Bluetooth Sig Assigned Values
General. 12.1 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 replaces all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral including the Schedule thereto) constitutes the entire agreement among whether in invoices, emails or otherwise between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect relating to the subject matter herein. There are no implied covenants contained 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 its terms.
8.4 You will be an independent contractor and nothing in this Agreement other than those shall render you an employee, worker, agent or partner of good faith the Government and fair dealingyou shall not hold yourself out as such.
12.2 The parties 8.5 You may not assign or transfer any rights or obligations under this Agreement (for example assigning or factoring invoices) without the Government’s prior written consent. Any such transfer by you in breach of this section shall from time to time prior to or after Closing execute be void and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent an irremediable material breach of this Agreement. Government may transfer its rights and obligations under this Agreement without notice or consent.
12.3 Any amendments hereto or waivers 8.6 Waiver of any breach of this Agreement must be in respect hereof shall only writing to be effective if made in writing and executed by the parties thereto. No waiver shall constitute not be a waiver of any other provision or act as subsequent breach, nor shall it be a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence of this Agreementunderlying obligation. Any failure to exercise Should any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 court determine that any provision hereof of this Agreement is invalid not enforceable, such provision shall be modified, rewritten or unenforceable interpreted to include as much of its nature and scope as will render it enforceable.
8.7 All actions, claims or demands against the Government must be commenced in a given jurisdictioncourt within one (1) year after the cause of action has accrued, that shall not affect or the validity action, claim or enforceability demand is barred, time being of the provision essence.
8.8 You consent to the Government processing data relating to you for legal, personal, administrative and management purposes and in particular to the processing of any other jurisdictionsensitive personal data relating to you, as appropriate. The courts shall have the power Government may make such information available to modify this Agreementthose who provide products or services to it (such as advisers and payroll administrators), in a manner consistent with the intent regulatory authorities, potential or future employers and governmental or quasi-governmental organizations including those outside of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by lawBermuda.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Services Agreements, Services Agreement
General. 12.1 This 8.1 Time shall, in all respect, be of the essence hereof.
8.2 All references herein to monetary amounts are to lawful money of the United States, unless otherwise indicated.
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 (including and in the Schedule thereto) agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the entire only agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith hereof and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver supersede any and all such instruments prior negotiations and other documents and perform any and all such acts and other things as understandings. This Subscription Agreement may be necessary amended or desirable to carry out the intent modified in any respect by written instrument only.
8.6 The terms and provisions 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Subscription Agreement shall be binding upon and enure to the benefit of and be binding upon the parties hereto Purchaser, the Company and their respective successors and permitted assigns; provided that, except as herein provided, this Subscription Agreement shall not be transferable or assignable by any party without the written consent of the other.
12.7 8.7 This Subscription Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of British Columbia and the federal 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, therein and the parties hereto hereby irrevocably agree that attorn to the exclusive jurisdiction of the courts of the Province of British Columbia shall have exclusive jurisdiction to entertain any action arising under this AgreementColumbia.
12.8 8.8 This Subscription Agreement may be executed is intended to 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 take effect on the date set forth on of acceptance of the face page hereof subscription by the Company, notwithstanding the its actual date of execution or deliverydelivery 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 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 all costs incurred by the 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 upon the request of the other parties hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered 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 5.01 Each notice, demand or other communication 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. The date of receipt of such notice, demand or other communication shall be the date of delivery if delivered, or, if given by registered mail, shall be deemed to be the third calendar day after the notice have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.
5.02 This Agreement (including the Schedule thereto) constitutes the entire agreement among to date between the parties and replaces hereto and supersedes all prior agreementsevery previous agreement, memorandacommunication, correspondenceexpectation, communicationsnegotiation, negotiations and representationsrepresentation or understanding, whether oral or written, express or implied, statutory or otherwise among otherwise, between the parties hereto with respect to the subject matter herein. There are no implied covenants contained in of this Agreement.
5.03 This Agreement will enure to the benefit of and will be binding upon the parties hereto, their respective heirs, executors, administrators and assigns.
5.04 The Schedules to this Agreement other than those of good faith and fair dealingare hereby incorporated by reference into this Agreement in its entirety.
12.2 5.05 Time shall be of the essence of this Agreement.
5.06 The situs of this Agreement is 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 shall from time hereby, jointly and severally, covenant and agree to time prior to or after Closing forthwith, upon request, execute and deliver any deliver, or cause to be executed and all delivered, such instruments further and other documents deeds, documents, assurances and perform any and all such acts and other things instructions as may be necessary required by the parties hereto or desirable their respective counsel in order to carry out the true nature and intent of this Agreement.
12.3 Any amendments hereto or waivers 5.08 Unless otherwise stipulated, all payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein are in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is lawful currency of the essence U.S.A.
5.09 Each article, section, paragraph, term and provision of this Agreement. Any failure , and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to exercise be invalid, contrary to or in conflict with any rights provided for hereunder shall notapplicable present or future law, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity rule or 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 regulation in a given final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction, that ruling shall not affect impair the validity operation of, or enforceability of the provision in have any other jurisdiction. The courts shall have the power to modify effect upon, such other portions of this Agreement, in a manner consistent with all of which shall remain binding on the intent of the parties, in order parties and continue to limit the application of any such offensive provision to the maximum extent permitted by lawbe given full force and effect.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 5.10 This Agreement may be executed and delivered signed by the parties hereto in two or more as many counterparts and as may be necessary and, if required, by facsimile and by electronic delivery. Each such counterpartfacsimile, facsimile and electronically delivered copy shall be each of which so signed being deemed to form be an original, and such counterparts together shall constitute one and the same instrument and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliverywill 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 This The Parties acknowledge and agree that: -
21.1 this Agreement (including the Schedule thereto) constitutes the entire agreement among contract between them and that no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied have been made by any of the parties Parties or on their behalf except as are recorded herein. This Agreement supersedes and replaces and supersedes all prior agreementscommitments, memoranda, correspondence, communications, negotiations and undertakings or representations, whether oral or written, express or implied, statutory or otherwise among between the parties with Parties in respect to of the subject matter herein. There are hereof;
21.2 no implied covenants contained in alteration, variation, amendment or purported consensual cancellation of this Agreement other than those (including this clause 21.2) or any deletion therefrom shall be of good faith and fair dealing.
12.2 The parties shall from time any force or effect unless reduced to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed signed by the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is on behalf of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, Parties hereto;
21.3 in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in a given jurisdictionany respect, that such invalidity, illegality or unenforceability shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify provisions of this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, but this Agreement shall be deemed 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 have been made and performed 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 British Columbia, any way constitute a waiver by the grantor of any of the grantor’s rights in terms of this Agreement and the parties hereby irrevocably agree that grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the courts 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 British Columbia shall have exclusive jurisdiction all such things and the taking of all such steps as may be necessary, incidental or conducive to entertain any action arising under the implementation of the provisions, terms, conditions and import of 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 21.6 BEE123 shall be deemed entitled to form one appropriate any payments received from or on behalf of the Partner to any indebtedness, howsoever arising, of the Partner to BEE123;
21.7 each Party shall bear their own legal fees and disbursements of and incidental to the same preparation, drawing and an originally executed instrument, bearing conclusion of this Agreement; and
21.8 this Agreement shall be governed and interpreted by and according to the date set forth on laws of the face page hereof notwithstanding the date Republic of execution or deliverySouth Africa.
Appears in 2 contracts
Sources: Partnership Program Agreement, Partnership Program Agreement
General. 12.1 (a) This Agreement (including the Schedule thereto) constitutes the full and entire understanding and agreement among between the parties about or relating to post-employment-termination consulting and replaces advisory services engagement of Consultant and fully supersedes any and all prior agreements, memoranda, correspondence, communications, negotiations and representationscommunications or understandings between the parties, whether oral written or writtenoral, express relating thereto. This Agreement may be amended or impliedwaived only by a written instrument executed by both parties.
(b) No failure, statutory delay or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained 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 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 and all such instruments and other documents and perform any and all such acts and other things operate as may be necessary or desirable to carry out the 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 waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided forbreach.
12.4 Time is (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 essence of this Agreement. Any failure to exercise any rights provided for provision thereof.
(d) All notices and requests required or authorized hereunder shall notbe given in writing by personal delivery to the party to whom notice is to be given, in or sent by registered mail or recognized overnight courier and its address set forth below the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such rightparty’s signature below or by facsimile (if electronically confirmed).
12.5 The (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 shall not affect or impair the validity or enforceability of the remainder of the Agreement or in any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that jurisdiction shall not affect the validity or enforceability of the such provision in any other jurisdiction. The courts , and (iii) the parties shall have the power to modify this Agreementendeavor, in a manner consistent good faith negotiations, to replace the invalid or unenforceable provisions with valid and enforceable provisions, the intent economic effect of which come as close as possible to that of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by lawinvalid or unenforceable provisions.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure (f) Subject to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedingsSection 8(c) hereof, this Agreement shall be deemed to have been made and performed in British Columbiabinding upon, and shall inure to the benefit of, the parties hereby irrevocably agree 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 the courts of British Columbia shall have exclusive jurisdiction to entertain is not a party hereto nor create or establish any action arising under this Agreementthird party beneficiary hereto.
12.8 (g) This Agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartmultiple counterparts, facsimile and electronically delivered copy each of which shall be deemed to form an original and all of which shall constitute one agreement.
(h) The parties hereto have participated jointly in the negotiation and drafting of the same Agreement, and Consultant acknowledges that he has been represented by counsel of his choosing in connection therewith. In the event an originally executed instrumentambiguity or question of intent or interpretation arises, bearing this Agreement shall be construed as if drafted jointly by the date set forth on parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the face page hereof notwithstanding authorship of any of the date provisions of execution or deliverythis Agreement.
Appears in 2 contracts
Sources: Consulting Agreement (Global Eagle Entertainment Inc.), Consulting Agreement (Global Eagle Entertainment Inc.)
General. 12.1 This Agreement (including the Schedule thereto) ▇▇▇▇ constitutes the entire agreement among between you and Movella concerning the parties and replaces and supersedes all prior agreementsSoftware Product. No terms of any purchase order, memorandaacceptance, correspondencepurported amendment, communicationsor any document or communication other than an agreement expressly agreed upon in writing by a duly authorised officer of Movella shall replace, negotiations and representationsmodify, whether oral amend or writtenoverride this ▇▇▇▇. If any provision of this ▇▇▇▇ is held to be unenforceable for any reason, express or implied, statutory or otherwise among the parties with respect such provision shall be reformed only to the subject matter herein. There are no implied covenants contained in this Agreement extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other than those circumstances, or of good faith and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and the remaining provisions hereof under all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 theretocircumstances. No waiver by Movella of any breach of any term or provision of this ▇▇▇▇ shall constitute be construed to be a waiver of any other provision preceding or act as a continuing waiver unless such is expressly provided for.
12.4 Time is succeeding breach of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement same or any other term or provision hereof. In the event that any provision hereof Our various rights and remedies hereunder shall be construed to be cumulative and no one of them is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability exclusive of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application or of any such offensive provision to the maximum extent permitted right or remedy allowed by law.
12.6 This Agreement and any rights herein law or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties heretoin equity. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement ▇▇▇▇ shall be exclusively governed by and construed in accordance with the laws of British Columbia and the Netherlands, without regard to the conflict of laws provisions thereof, except to the extent the local law of Canada applicable therein. For the purposes your local jurisdiction requires use of all legal proceedings, this Agreement shall be deemed to have been made and performed in British Columbiayour local jurisdiction's law, and the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementbenefit Movella, its successors and assigns. ANY CLAIM OR DISPUTE BETWEEN YOU AND MOVELLA OR AGAINST ANY AGENT, EMPLOYEE, SUCCESSOR OR ASSIGNEE OF MOVELLA, WHETHER RELATED TO THIS ▇▇▇▇ OR OTHERWISE, AND ANY CLAIM OR DISPUTE RELATED TO THIS ▇▇▇▇ OR THE RELATIONSHIP OR DUTIES CONTEMPLATED UNDER THIS ▇▇▇▇, SHALL BE RESOLVED BY THE COMPETENT COURT OF ALMELO, THE NETHERLANDS.
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 2 contracts
Sources: End User License Agreement, End User License Agreement
General. 12.1 This 32.1 The provision of the Company’s services to the Client is subject to all applicable laws, regulations and other provisions or market practices to which Charterprime are subject (collectively, the "Applicable Regulations"). If any conflict arises between this Agreement and any Applicable Regulations, the latter shall prevail. Charterprime is not required to do anything or refrain from doing anything that would infringe any Applicable Regulations and may do whatever Charterprime consider necessary to comply with them.
32.2 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
32.3 Any failure by Charterprime (including whether continued or not) to insist upon strict compliance with any provision hereof shall not constitute nor be deemed to constitute a waiver by Charterprime of any of our rights or remedies. The rights and remedies conferred upon Charterprime hereby shall be cumulative and the Schedule thereto) constitutes exercise or waiver of any part thereof shall not preclude or inhibit the entire agreement among exercise of any other additional rights and remedies.
32.4 Without the parties and replaces and supersedes all prior agreementswritten consent of Charterprime, memorandathe Client may not assign, correspondencetransfer or sublicense the Client’s rights, communicationsduties, negotiations and representationsor obligations under this Agreement, whether oral by operation of law, merger or writtenotherwise, express to any person or impliedentity, statutory in whole or in part. Any attempt to do so without first obtaining such prior written consent shall be void and of no force and effect.
32.5 No action, regardless of form, arising out of or in connection this Agreement, or otherwise among existing between the parties with respect to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as parties, may be necessary or desirable to carry out brought by a party more than two (2) years after the intent cause of action is discovered. Discovery of action must be reported within two (2) years of termination of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by 32.6 Charterprime may record the parties thereto. No waiver 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, in the absence of a waiver in accordance telephone conversations with the terms hereof, affect the subsequent enforcement of Client and such right.
12.5 The invalidity or 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 recordings may be used in a given jurisdiction, that shall not affect the validity or enforceability of the provision evidence in any other jurisdiction. The courts shall have the power to modify this Agreement, dispute arising in a manner consistent connection with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 transactions under this Agreement.
12.8 32.7 No person who is not a party to this Agreement may enforce any term of this Agreement.
32.8 This Agreement may be executed is supplied in English, and delivered Charterprime will communicate with the Client mainly in two English during the Company’s relationship with the Client.
32.9 This Agreement is written in the English and Chinese languages and both languages shall have equal validity. If there are any conflicts or more counterparts inconsistencies between the English version and by facsimile and by electronic delivery. Each such counterpartthe Chinese version, facsimile and electronically delivered copy the English version shall be deemed to form one the governing and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or deliveryprevailing version.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
General. 12.1 23.1 This Agreement (including and all of its referenced Exhibits, which are incorporated herein by reference as if set forth in full, together with the Schedule thereto) constitutes terms of all purchase orders accepted by Seller and not at variance with this Agreement, but not the preprinted terms and conditions thereof, constitute the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among between the parties with respect to the subject matter hereinhereof and supersedes all other agreements. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
12.2 The parties No deviation from these provisions shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made binding unless in writing and executed signed by an authorized representative of the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided forparty to be charged.
12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 23.2 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia the State of New York applicable to contracts made and wholly to be performed in New York. The parties (i) agree that any litigation, action or proceeding arising out of or relating to this Agreement must be instituted in any state or federal court in the laws State of Canada applicable thereinNew York, and (ii) waive any objection which each might have now or hereafter with respect to jurisdiction, venue or forum.
23.3 The rights, duties and obligations of either party under this Agreement may not be assigned in whole or in part by operation of law or otherwise without the prior express written consent of the other party, and any attempted assignment of any rights, duties or obligations hereunder without such consent shall be null and void. For This Agreement shall be binding on the purposes parties and their respective successors and permitted assigns.
23.4 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any provision shall not be deemed a waiver of all legal proceedings, future enforcement of that or any other provision. In the event that any portion of this Agreement shall be deemed held to have been made be unenforceable, the remaining portions of this Agreement shall remain in full force and performed in British Columbia, effect.
23.5 Headings of the Sections of this Agreement are inserted for convenience only and the parties hereby irrevocably agree that the courts do not constitute a part of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 23.6 If any provision of this Agreement or the application of any such provision to any party or circumstance is held invalid, the remainder of this Agreement, and the application of such provision other than to the extent it is held invalid, will not be invalidated or affected thereby.
23.7 This Agreement may be executed and delivered in two or more counterparts and by facsimile and by electronic delivery. Each such counterpartany number of counterparts, facsimile and electronically delivered copy shall each of which will be deemed to form an original, but all of which together constitute 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 2 contracts
Sources: Production Purchase Agreement (R2 Technology Inc), Production Purchase Agreement (R2 Technology Inc)
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreementsAny notice, memoranda, correspondence, communications, negotiations and representations, whether oral request or written, express demand required or implied, statutory or otherwise among the parties with respect permitted to the subject matter herein. There are no implied covenants contained in be given under this Agreement other than those shall be given in accordance with subsection 10.8 of good faith and fair dealing.
12.2 The parties the Credit Agreement; provided that any such notice, request or demand to any Grantor shall from time be addressed to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 theretoGrantor at its notice address set forth on Schedule 4.1. No waiver failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Loan Document shall constitute impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other provision or act as a continuing waiver unless such is expressly provided for.
12.4 Time is further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the essence of this Agreement. Any failure to exercise other Loan Documents are cumulative to, and not exclusive of, any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of remedies otherwise available. In case any provision hereof in or obligation under this Agreement shall not affect be invalid, illegal or impair unenforceable in any jurisdiction, the validity or validity, legality and enforceability of the remainder remaining provisions or obligations, or of the Agreement such provision or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. The courts All covenants hereunder shall have the power to modify this Agreement, in be given independent effect so that if a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent particular action or condition is not permitted by law.
12.6 This Agreement and any rights herein of such covenants, the fact that it would be permitted by an exception to, or hereto would otherwise be within the limitations of, another covenant shall not be assigned avoid the occurrence of a Default or otherwise transferred by any party hereto without the express written consent an Event of the other parties heretoDefault if such action is taken or condition exists. This Agreement shall enure be binding upon and inure to the benefit of the Collateral Agent and be binding upon the parties hereto Grantors and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed . No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the laws of British Columbia Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the laws of Canada applicable therein. For other Loan Documents embody the purposes of all legal proceedings, this Agreement shall be deemed to have been made entire agreement and performed in British Columbia, understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties hereby irrevocably agree that relating to the courts subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.
12.8 prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed and delivered in two one or more counterparts and by facsimile different parties hereto in separate counterparts, each of which when so executed and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to form 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 an originally executed instrument, bearing attached to a single counterpart so that all signature pages are physically attached to the date set forth on the face page hereof notwithstanding the date of execution or deliverysame document.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (SafeNet Holding Corp), First Lien Credit Agreement (SafeNet Holding Corp)
General. 12.1 This Agreement (Agreement, including the Schedule thereto) Exhibits A and B, constitutes the entire agreement among the parties between Verifone and replaces Merchant and supersedes all prior agreements, memoranda, correspondence, communications, negotiations or contemporaneous communications and representationsproposals, whether electronic, oral or written, express or implied, statutory or otherwise among the parties with respect relating to the subject matter herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any the rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement hereunder shall be exclusively governed by and construed and interpreted in accordance with the laws of British Columbia the State of New York, exclusive of conflict or choice-of-law rules, and the laws parties hereby consent to the personal and exclusive jurisdiction and venue of Canada applicable thereinthe state and federal courts in the Southern District of New York. For No action, regardless of form, arising out of or in connection with this Agreement may be brought by either party more than one (1) year after the purposes first day that the cause of all legal proceedingsaction first occurred, except for an action for nonpayment. No amendment or waiver of this Agreement will be binding unless it has been agreed to in writing by both parties. Merchant may not assign this Agreement, in whole or in part, without Verifone’s prior written consent. Subject to the preceding sentence, this Agreement shall bind Merchant and its permitted successors and assigns. Verifone may assign or delegate this Agreement, or any of its rights or obligations hereunder, in its sole discretion. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give the maximum effect to the parties' intentions as reflected in the provision, and that the other provisions of the Agreement shall remain in full force and effect. Verifone shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars. Notices made by Verifone to Merchant under this Agreement that affect Verifone customers generally (e.g., notices of amended Agreements, updated fees, etc.) may be posted on the Verifone Merchant Portal or may be provided upon access to the Point Service. Notices made by Verifone under this Agreement for Merchant or Merchant account specifically (e.g., notices of breach and/or suspension) will be provided to Merchant via the email address provided to Verifone in Merchant registration for the Point Service or in any updated email address Merchant provides to Verifone in accordance with standard account information update procedures Verifone may provide from time to time. It is Merchant’s responsibility to keep Merchant’s email address current and Merchant shall be deemed to have been made and performed received any email sent to any such email address, upon Verifone’s sending of the email, whether or not Merchant actually receive the email. Verifone may also send notices to Merchant by overnight courier or certified mail to the address in British ColumbiaVerifone’s customer database, and the parties hereby irrevocably agree that the courts of British Columbia or such other address as shall have exclusive jurisdiction been given to entertain any action arising under this Agreement.
12.8 This Agreement may be executed and delivered Verifone in two writing. Merchant shall send notices to Verifone at the address set forth below, or more counterparts and by facsimile and by electronic deliverysuch other address as shall have been given to Merchant in writing. Each such counterpart, facsimile and electronically delivered copy All mailed notices shall be deemed effective upon the earliest to form one occur of: (a) actual delivery; or (b) three days after mailing, addressed and postage prepaid, return receipt requested. Verifone may issue a press release, or the parties may mutually agree to issue a joint press release, regarding this Agreement and the same transactions contemplated hereby. The form and an originally executed instrumentcontent of such press release shall be as mutually agreed by the parties. Except for the foregoing, bearing neither party shall issue a press release or other publicity regarding this Agreement or the date set forth on transactions contemplated hereby without the face page hereof notwithstanding prior written consent of the date of execution or deliveryother party.
Appears in 2 contracts
Sources: Point Service Merchant Agreement, Point Service Merchant Agreement
General. 12.1 This Agreement (including a) Beyond the Schedule thereto) constitutes exercise of reasonable care to assure the entire agreement among safe custody of the parties Pledged Securities while held hereunder, the Pledgee shall have no duty or liability to preserve rights pertaining thereto and replaces and supersedes shall be relieved of all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral responsibility for the Pledged Securities upon surrendering it or written, express them or implied, statutory tendering surrender of it or otherwise among the parties with respect them to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealingPledgor.
12.2 The parties (b) No course of dealing between the Pledgor and the Pledgee, nor any failure to exercise, nor any delay in exercising, any right, power or privilege of the Pledgee hereunder shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things operate as may be necessary or desirable to carry out the 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 waiver shall constitute 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 provision right, power or act as a continuing waiver unless such is expressly provided forprivilege.
12.4 Time is (c) The rights and remedies provided herein are cumulative and are in addition to and not exclusive of any rights or remedies provided by law, including, but without limitation, the essence rights and remedies of a secured party under the Uniform Commercial Code.
(d) The provisions of this Agreement. Any failure to exercise Agreement are severable, and if any rights provided for hereunder clause or provision shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 be held invalid or unenforceable in a given whole or in part in any jurisdiction, that 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 the validity such clause or enforceability of the provision in any other jurisdiction or any other clause or provision in this Agreement in any jurisdiction. The courts .
(e) Any notice required or permitted by this Securities Pledge Agreement shall have the power to modify this Agreementbe effective if mailed, in a manner consistent with the intent of the partiespostage prepaid, in order to limit the application of any such offensive provision by registered or certified mail, return receipt requested, or if delivered to the maximum extent permitted by lawPledgor or Pledgee at their addresses specified below, or at such other addresses as the Pledgor or the Pledgee may theretofore have designated in writing and given in like manner to the other.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. (f) This Agreement shall enure inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assignsassigns of the parties hereto.
12.7 (g) This Agreement shall be exclusively governed by and construed in accordance with the laws substantive law of British Columbia the State of Georgia without regard to principles of conflicts of law and the laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed is intended 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 take effect as an instrument under this Agreementseal.
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 2 contracts
Sources: Securities Pledge Agreement (Horizon Medical Products Inc), Securities Pledge Agreement (Horizon Medical Products Inc)
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among 16.1 Each of the parties hereby agrees to submit to the exclusive jurisdiction of the courts in and replaces of the Province of British Columbia and supersedes all prior agreementsto the courts to which an appeal of the decisions of such courts may be taken, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties consents that service of process with respect to all courts in and of the subject matter Province of British Columbia may be made by registered mail to it at the address set forth herein. There are no implied covenants contained 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 and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 16.2 This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. For therein without giving effect to any choice or conflict of law provision or rule that would cause the purposes application of all legal proceedings, this Agreement shall be deemed to have been made and performed in British Columbiathe domestic substantive laws of any other jurisdiction, and shall bind and inure to the benefit of the parties hereby irrevocably agree that hereto and their respective successors and assigns.
16.3 The parties hereto, upon the courts request of British Columbia any other party hereto, shall have exclusive jurisdiction do, execute, acknowledge and deliver or cause to entertain any action arising under be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to effect the matters contemplated herein.
16.4 Time is of the essence of this Agreement.
12.8 16.5 This Agreement sets forth the entire understanding of the parties hereto with respect to the Net Smelter Returns Royalty and supersedes any prior written or oral understandings with respect thereto. This Agreement may be executed by facsimile and delivered in two one or more counterparts and by facsimile and by electronic delivery. Each such counterpartthereof, facsimile and electronically delivered copy each of which shall be deemed to form an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for convenience of reference only and an originally executed instrumentshall not alter or otherwise affect the meaning hereof.
16.6 The obligations of the parties hereto and the time frames established in this Agreement shall be suspended to the extent and for the period that performance is prevented by any cause beyond either party’s reasonable control, bearing whether foreseeable or unforeseeable, including, without limitation, labour disputes, acts of God, laws, regulations, orders, proclamations or requests of any governmental authority, inability to obtain on reasonable terms required permits, licenses, or other authorizations, or any other matter similar to the date set forth on above.
16.7 If any provision of this Agreement is or will become illegal, unenforceable or invalid for any reason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the face page hereof notwithstanding remainder of this Agreement and will not affect the date legality, enforceability or validity of execution or deliverythe remaining provisions of this Agreement.
Appears in 2 contracts
Sources: Securities Exchange Agreement (Pan American Lithium Corp), Securities Exchange Agreement (Pan American Lithium Corp)
General. 12.1 This The Parties acknowledge and agree that:
19.1 this Agreement (including the Schedule thereto) constitutes the entire agreement among the parties contract between them and replaces and supersedes all prior agreementsthat no provisions, memorandaterms, correspondenceconditions, communicationsstipulations, negotiations and representationswarranties or representations of whatsoever nature, whether oral or written, express or impliedimplied have been made by any of the Parties or on their behalf except as are recorded herein;
19.2 no relaxation, statutory extension of time, latitude or otherwise among indulgence which any Party ("the parties with respect grantor") may ▇▇▇▇, ▇▇▇▇▇ or allow to another ("the subject matter herein. There are no implied covenants contained grantee") shall in any way constitute a waiver by the grantor of any of the grantor's rights in terms of this Agreement 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;
19.3 no alteration, variation, amendment or purported consensual cancellation of this Agreement or this clause 16 or any deletion therefrom shall be of any force or effect unless reduced to writing and signed by or on behalf of the Parties hereto;
19.4 they have undertaken to each 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 and do all such instruments and other documents and perform any and things, take all such acts steps and other to procure the doing of all such things and the taking of all such steps as may be necessary necessary, incidental or desirable conducive to carry out the intent implementation of the provisions, terms, conditions and import of this Agreement.;
12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by 19.5 the parties thereto. No waiver 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, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto Licensee shall not be assigned entitled to cede, assign or otherwise transferred by transfer any party hereto of its rights, interests or obligations under and in terms of this Agreement without the express prior written consent of the other parties hereto. This Agreement Licensor;
19.6 the Licensor shall enure be entitled to appropriate any payments received from or on behalf of the Licensee to any indebtedness, howsoever arising, of the Licensee to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.Licensor;
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all legal proceedings, 19.7 this Agreement shall be deemed to have been made and performed in British Columbia, governed by the laws of the Republic of South Africa and the parties hereby irrevocably agree that Parties hereto consent to the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreementof the High Courts of the Republic of South Africa.
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 2 contracts
Sources: Business Partner Memorandum of Agreement, Business Partner Memorandum of Agreement
General. 12.1 This Agreement (including the Schedule thereto) constitutes the entire agreement among between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties Parties with respect regard to the subject matter herein. There are no implied covenants contained hereof and supersedes all previous agreements, negotiations, representations and correspondence in this Agreement other than those respect of good faith and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent subject matter of this Agreement.
12.3 Any amendments hereto ; No variations, inclusive of this clause 17.2, alteration or waivers in respect hereof amendment of this Agreement shall only be effective if made valid unless effected in writing and signed by both Parties. For the purposes hereof, a "written document" shall exclude any written document that is in the form, either wholly or partly, of a data message as defined in the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002) as amended, and "signed" shall mean a signature executed by the parties thereto. No waiver hand with a pen and without any electronic process or intervention; The failure of either Party to exercise any right under this Agreement, shall constitute not be deemed to be a waiver of any other provision such right at a future time and the failure of either Party to cancel this Agreement for breach or act as default, shall not be deemed a continuing waiver unless such is expressly provided for.
12.4 Time is of the essence right to do so for any subsequent breach or default of the other Party; Neither Party shall be entitled to assign this Agreement, nor cede or delegate any of their rights or obligations in terms of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in Agreement without the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability prior written approval of the remainder of the Agreement or any other provision hereof. Party; In the event that any provision hereof is invalid of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining provisions which shall remain of full force and effect. If any invalid, unlawful or unenforceable term is capable of amendment to render it valid, lawful or enforceable the Parties agree to negotiate, in a given jurisdictiongood faith, that shall not affect such an amendment; Subject to clause 14, the validity or enforceability Parties hereby consent and submit to the jurisdiction of the provision South Gauteng Division of the High Court of the Republic of South Africa, in any other jurisdiction. The courts shall have the power to modify dispute arising from or in connection with this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 ; This Agreement shall be exclusively governed by and construed interpreted in accordance with the laws of British Columbia the Republic of South Africa; The Parties shall each pay their own costs of negotiating, drafting, preparing and implementing this Agreement; Each Party warrants to the laws of Canada applicable therein. For other Party that it has the purposes of all power, authority and legal proceedings, right to sign and perform this Agreement shall be deemed to have and that this Agreement has been made duly authorised by all necessary actions and performed constitutes valid and binding obligations on it in British Columbia, and accordance with the parties hereby irrevocably agree that the courts terms 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 SIGNED at …………….. ……. on the face page hereof notwithstanding the date ……..………. day of execution or delivery2023.
Appears in 2 contracts
Sources: Teaming Agreement, Teaming Agreement
General. 12.1 This Except for the consent expressly provided by this letter agreement, the terms and provisions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. The consent provided and agreed to herein is to be effective only upon receipt by Administrative Agent of an execution counterpart of this letter agreement signed by Borrower and each Guarantor. By agreeing to this letter agreement as acknowledged below, Borrower hereby certifies and warrants to Administrative Agent and the Requisite Lenders that each of its representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects (other than any representations or warranties qualified pursuant to their terms by materiality qualifiers, which representations and warranties shall be true and correct in all respects as written) as of the effective date of this letter agreement, including that no Default or Event of Default exists, with the Schedule thereto) constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect same effect as though made on such effective date (after giving effect to the subject matter herein. There are no implied covenants consent contained in this letter agreement and except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such specified date). The effectiveness of the consent provided herein is conditioned upon the correctness in all material respects of all representations and warranties made by Borrower herein. The consent contained herein shall not constitute a course of dealing between Borrower and Administrative Agent and, except as expressly provided herein, shall not constitute a waiver, extension or forbearance of any Default or Event of Default, now or hereafter arising, or an amendment of any provision of the Credit Agreement or the other than those Loan Documents. Borrower agrees to pay to Administrative Agent, on demand, in immediately available funds, all out-of-pocket costs and expenses incurred by Administrative Agent, including, without limitation, the reasonable fees and expenses of good faith counsel retained by Administrative Agent, in connection with the negotiation, preparation, execution and fair dealing.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any delivery of this letter agreement and all such other instruments and other documents contemplated hereby. This letter agreement shall be governed by, construed and perform any and all such acts and other things as may be necessary or desirable to carry out the 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 waiver 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, in the absence of a waiver enforced in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability all provisions of the remainder Credit Agreement and may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the Agreement same instrument. Delivery of an executed counterpart signature of this letter agreement by email transmission of a “pdf” or any other provision hereofsimilar copy shall be equally effective as delivery of an original counterpart of this letter agreement. In Any party delivering an executed counterpart signature page to this letter agreement by e-mail transmission shall also deliver an executed counterpart of this letter agreement but the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that failure to deliver an original executed counterpart shall not affect the validity validity, enforceability or enforceability binding effect of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by lawletter agreement.
12.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Consent (Fusion Telecommunications International Inc), Credit Agreement (Fusion Telecommunications International Inc)
General. 12.1 8.1 The Certified Individual is not and shall not represent him or herself to be the employee, agent, joint venture or partner of the SPFA. No representations will be made or acts taken by the Certified Individual which could be deemed to create or infer any apparent relationship of agency, joint venture or partnership, and SPFA shall not be bound in any manner whatsoever by any agreements, warranties or representations made by Certified Individual to any other person or with respect to any other action of the Certified Individual.
8.2 This Agreement (including shall be interpreted and construed in accordance with the Schedule thereto) constitutes laws of Virginia current hereto and the parties irrevocably agree to the jurisdiction of Virginia with respect to any dispute relating hereto.
8.3 All notices under this Agreement shall be in writing and shall be sent by traceable delivery service or email. Unless changed in writing, the address for SPFA and the PCP program for the purpose of notice is: The notice address of the Certified Individual shall be the address listed at the beginning of this document, unless SPFA or its authorized agent or third- party designee is otherwise notified in writing.
8.4 This Agreement represents the entire agreement among Agreement between the parties and replaces no representation, warranty or condition shall apply hereto unless expressed herein in writing. This Agreement may not be amended except by written agreement executed by authorized representatives of the parties.
8.5 The failure of the SPFA and/or its authorized agent or third party designee to exercise any right, power or option given hereunder or to insist upon the strict compliance with the terms and supersedes all prior agreements, memoranda, correspondence, communications, negotiations conditions hereof by the Certified Individual shall not constitute a waiver of the terms and representations, whether oral or written, express or implied, statutory or otherwise among the parties conditions of this Agreement with respect to that or any other or subsequent breach thereof nor a waiver by the subject matter herein. There are no implied covenants contained in SPFA and/or its authorized agent or third party designee of its rights at any time thereafter to require strict compliance with all terms and conditions hereof including the terms or conditions with respect to which the Certified Individual has failed to exercise such right, power or option.
8.6 If any provision of this Agreement is declared invalid, illegal, or unenforceable by a court of competent jurisdiction such provision shall be severed from the Agreement and all other than those provisions of good faith the Agreement shall remain in full force and fair dealingeffect.
12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as 8.7 This Agreement may be necessary or desirable to carry out the 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 theretoin separate counterparts, each of which will be deemed to constitute an original, but all of which together will constitute one and the same agreement. No waiver 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 This Agreement will be considered to be fully executed when all parties have executed an identical counterpart, notwithstanding that all signatures may not appear on the essence of this Agreementsame counterpart. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.
12.5 The invalidity or 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 affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.
12.6 This Agreement and any rights those contemplated herein or may be executed and delivered by facsimile signatures and will be binding on all parties hereto shall not be assigned or otherwise transferred as if executed by any party hereto without the express written consent of the other parties hereto. original signature and delivered personally
8.8 This Agreement shall enure inure to the benefit of and be binding upon the parties hereto SPFA and the Certified Individual and their respective successors and and/or permitted assigns.
12.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the 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 2 contracts
Sources: Spfa Certification Agreement, Spfa Certification Agreement