Various Matters Clause Samples
The 'VARIOUS MATTERS' clause serves as a catch-all section that addresses miscellaneous provisions not covered elsewhere in the agreement. It typically includes terms related to notices, governing law, assignment, amendments, and other administrative or procedural details that are essential for the contract's operation but do not fit into the main subject areas. By consolidating these diverse topics, the clause ensures that all necessary legal and practical points are addressed, thereby preventing gaps or ambiguities in the contract.
Various Matters. (a) Agent shall not knowingly permit subscribers to use any equipment which is incompatible with PCP, such, incompatibility being determined by the Carrier in its sole discretion or permit the use of PCP by Subscribers for any unlawful or improper purpose.
(b) Agent will follow the Carrier's reasonable standards and guidelines applicable to Agent (if any) concerning the offering of PCP and pagers, as in effect from time to time.
(c) IN NO EVENT SHALL THE COMPANY OR ANY CARRIER OR LICENSEE BE LIABLE, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY, FOR (1) ANY LOSS OF USE, REVENUE, OR PROFITS, (2) ANY COSTS OF CAPITAL OR OF SUBSTITUTE USE, (3) ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR (4) ANY OTHER LOSS OR CLAIM OF ANY SIMILAR TYPE FOR ANY DAMAGE OR LOSS TO RESELLER.
(d) The Carrier may reassign telephone numbers and Agent and the Subscriber shall have no interest in the number.
(e) The parties will act hereunder in good faith.
(f) Agent may obtain pagers from the Carrier on mutually acceptable terms negotiated from time to time. If the Carrier leases any pagers to Agent, Agent will not obscure or make illegible the Carrier's name and indication of ownership (if any) on the rental pager. If the Carrier so requests, Agent will follow those procedures set forth in the Uniform Commercial Code (or comparable law) as adopted in the relevant state to further ensure that the rental pagers owned by the Carrier, but in Agent's, Subscriber's or other's possession, will not become subject to claims of other's.
(g) Agent will not disclose the Carrier's pricing, referral list (if any), customer list or other confidential information which may come into its possession, except as may be required by governmental regulation or court order (as to which Agent will inform the Carrier as far in advance as possible), or use such information for its own purpose during, or for a period of three years after termination of, this Agreement.
Various Matters. So far as the Guarantor is concerned, the Lender may, at any time and from time to time, without the consent of, or notice to the Guarantor, and without impairing or releasing any of the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(a) modify or change the manner, place or terms of, and/or change or extend the time of payment of, renew or alter, any of the Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, provided that such modification, change, extension, renewal or alteration, or the manner in which it was implemented, does not violate the provision of the Letter Agreement, and this Guaranty shall apply to the Obligations as so modified, changed, extended, renewed or altered;
(b) sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset or right with respect thereto;
(c) exercise or refrain from exercising any rights against the Borrower or others;
(d) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to creditors of the Borrower other than the Lender;
(e) apply any sums paid by or howsoever realized from any Person (other than the Borrower or Guarantor) to any of the Obligations regardless of what liability or liabilities of the Borrower remain unpaid; provided however that any sums paid to the Lender by reason of the Obligations shall be applied to satisfy the Obligations to the extent paid; and
(f) amend or otherwise modify the Letter Agreement, consent to or waive any breach of, or any act, omission or default under the Letter Agreement, or any agreements, instruments or documents referred to therein or executed and delivered pursuant thereto or in connection therewith, and this Guaranty shall apply to the Obligations as set forth in each of such documents as so amended and modified. Any such action, shall not impair or release any of the obligations of the Guarantor hereunder.
Various Matters. In the event that any of the Ordinary Decision matters listed in Sections 5.15(c) (other than in respect of the adoption of a FS Program and Budget), 5.15(d), 5.15(h), or 5.15(i) or any of the Special Majority Decisions listed in Section 5.16(b) or 5.16(f) (each, an "Expert Resolvable Deadlock") does not receive the requisite Board of Managers approval pursuant to the terms of this Agreement, either Member may refer such Expert Resolvable Deadlock to a Technical Expert for expedited determination in accordance with standards generally acceptable by mining professionals (the selection of applicable standards and guidelines being a matter to be determined by the Technical Expert in its sole discretion). The Technical Expert must be appointed on the following terms:
(i) the Technical Expert shall act as an expert and not as an arbitrator and shall resolve the Expert Resolvable Deadlock according to the process described in this Section 5.18(c);
(ii) within 30 days after the referral of such matter to the Technical Expert for resolution, each Member shall submit to such Technical Expert, and each other, a single proposal (each, a "Deadlock Proposal") with respect to such Expert Resolvable Deadlock. Within 30 days after the Technical Expert's receipt of the Deadlock Proposals, the Technical Expert shall accept any, but not more than one, of the Deadlock Proposals on the basis of selecting the proposal most likely to advance the Two Projects, and continue Operations in a safe and efficient manner in accordance with prudent mining and engineering practices and all Applicable Laws, while taking into account sustainable distributions of Distributable Cash; and
(iii) the Technical Expert shall notify each Member of its decision in writing which shall not include the reasoning behind such decision and the decision of the Technical Expert shall be final and binding on the Parties without appeal so far as Applicable Law allows except in the case of manifest error and each of the Members and the Company shall give effect to the decision promptly. If any Member fails to submit a Deadlock Proposal in a timely manner, the Technical Expert shall select a Deadlock Proposal submitted by the other Members. The Members whose Deadlock Proposal are not accepted shall pay (pro rata to their proportionate Percentage Interests) all of the Technical Expert's fees and expenses with respect to its engagement with respect to such Expert Resolvable Deadlock. Following the selection of a ...
Various Matters. The Companies occupants shall fulfill the following general aspects:
Various Matters