Miscellaneous; Governing Law. This Agreement and your and our rights and obligations under this Agreement and any other relationships to which this Agreement applies, are governed and interpreted according to federal law and the law of the state where your account is located. If you are not sure where your account is located please contact us. Generally, your account is located in the State of the Credit Union’s principle office. Drafting Note: Let’s discuss this definition to ensure it meets with your wishes. We reserve the right to transfer your account to another location in another state. If state law and federal law are inconsistent, or if state law is preempted by federal law, federal law governs in all respects. Our web site and the electronic services that we provide (excluding linked sites) are controlled by the Credit Union from its principal offices noted in the Schedule. While you may choose to access our web site and electronic services from other locations, we make no representation that any information, materials, or functions included in our web site or via our electronic service are appropriate or authorized for use in other jurisdictions. Your access from other locations is made on your own initiative; and you are solely responsible for compliance with any applicable local laws and regulations. Section headings in this Agreement are for convenience of reference only. If any law or judicial ruling renders any term or condition of this Agreement unenforceable, the remaining terms and conditions shall remain in full force and effect. We reserve the right to waive enforcement of any of the terms set forth in this Agreement regarding any Transaction or series of Transactions. Any such waiver will not affect our right to enforce any of our rights with respect to any owner, user or other applicable person/party; or to enforce any of our rights with respect to other Transactions. Any such waiver shall not modify the terms and conditions of this Agreement.
Miscellaneous; Governing Law. No provision of this Agreement may be amended, waived or discharged following a Change in Control of the Company unless such amendment, waiver or discharge is agreed to in writing and signed by all of the parties affected thereby. No waiver by either party at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed to be a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas.
Miscellaneous; Governing Law. (a) In the event the Option shall be exercised in whole, this Option Agreement shall be surrendered to the Company for cancellation. In the event the Option shall be exercised in part, or a change in the number or designation of the Common Stock shall be made, this Option Agreement shall be delivered by Optionee to the Company for the purpose of making appropriate notation thereon, or of otherwise reflecting, in such manner as the Company shall determine, the partial exercise or the change in the number of designation of the Common Stock.
Miscellaneous; Governing Law. The Contract shall be governed by the law of New York State.
Miscellaneous; Governing Law. (a) Any provision of this Lease that is prohibited or unenforceable in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction, and shall not invalidate or render unenforceable the other provisions hereof in any jurisdiction. To the extent permitted by applicable law, Lessee hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect. No term or provision of this Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought and only as permitted by the Operative Documents. The section and paragraph headings in this Lease and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.
Miscellaneous; Governing Law. The captions in this Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise change their construction or effect. The provisions of this Agreement will be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Agreed to as of the date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Head of Corporate Law GREAT AMERICAN LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President ANNUITY INVESTORS LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President MANHATTAN NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President APPENDIX A Pursuant to Section 1 of the Administrative Services Agreement between Massachusetts Mutual Life Insurance Company (“MassMutual”) and Great American Life Insurance Company (“GALIC”), Annuity Investors Life Insurance Company (“AILIC”) and Manhattan National Life Insurance Company (“MNLIC”) (collectively referred to herein as the “Companies”), the administrative and support services (the “Services”) to be provided by MassMutual to or on behalf of the Companies may include, but are not limited to, the following:
Miscellaneous; Governing Law. (a) Time is of the essence with respect to the Loan Documents. Any failure of KEF to require strict performance by Borrower or any waiver by KEF of any provision of the Loan Documents shall not be construed as a consent or waiver of any other provision of such Loan Documents. This Agreement will be binding upon KEF only if executed by a duly authorized officer or representative of KEF at KEF’s address set forth above. An authorized signer of Borrower shall execute the Loan Documents on Borrower’s behalf. Any provision of a Loan Document that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof. Captions are intended for convenience of reference only, and shall not be construed to define, limit or describe the scope or intent of any provisions hereof. Borrower will promptly execute or otherwise authenticate and deliver to KEF such further documents, instruments, assurances and other records and take such further action as KEF may reasonably request in order to carry out the intent and purposes of the Loan Documents and to establish and protect the rights and remedies created or intended to be created in favor of KEF hereunder and thereunder.
Miscellaneous; Governing Law. (a) Each Certificate Holder covenants and agrees that it shall not unreasonably withhold its consent to any consent requested of the Indenture Trustee under the terms of the Trust Indenture which by its terms is not to be unreasonably withheld by the Indenture Trustee.
Miscellaneous; Governing Law. The captions in this Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise change their construction or effect. This Agreement is hereby deemed to have been made under and governed by the laws of the State of Ohio, without regard to any conflict of law principles. Should litigation be filed relative to a dispute related to or arising from this Agreement, the parties agree that the forum for any such litigation shall be the state or federal courts located in Franklin County, Ohio as the court of proper jurisdiction and venue for any actions or proceedings relating to this Agreement, hereby irrevocably consent to such designation, jurisdiction or venue with respect to any action or proceeding initiated in such court and hereby waive all defenses and objections to jurisdiction and venue. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. [The remainder of this page left blank intentionally. Signature page to follow.] Agreed to as of the date first written above. GLIDEPATH HOLDINGS INC. /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer GREAT AMERICAN LIFE INSURANCE COMPANY /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President ANNUITY INVESTORS LIFE INSURANCE COMPANY /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President MANHATTAN NATIONAL LIFE INSURANCE COMPANY /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President APPENDIX A Glidepath will assign or lease designated employee(s) of Glidepath to GALIC, AILIC and MNLIC, at GALIC’s, AILIC’s or MNLIC’s request. Each leased employee will remain an employee of Glidepath and receive compensation and benefits as an employee of Glidepath, but will provide services to GALIC, AILIC and MNLIC, under GALIC’s, AILIC’s or MNLIC’s direction and control with respect to day-to-day assignments. Upon consultation with Glidepath, GALIC, AILIC or MNLIC may directly hire any Glidepath leased employee. At GALIC’s, AILIC’s or MNLIC request, Glidepath will remove any leased employee from assignment to GALIC, AILIC or MNLIC and GALIC, AILIC or MNLIC will have no further obligation toward that leased employee.
Miscellaneous; Governing Law. Time is of the essence with respect to the Lease. Any failure of Lessor to require strict performance by Lessee or any waiver by Lessor of any provision of the Lease shall not be construed as a consent or waiver of any provision of such Lease. The Lease will be binding upon Xxxxxx only if executed by a duly authorized officer or representative of Lessor at Lessor’s address set forth above. An authorized signer of Xxxxxx shall execute the Lease Documents on Xxxxxx’s behalf. Any provision of the Lease that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof. Captions are intended for convenience or reference only, and shall not be construed to define, limit or describe the scope or intent of any provisions hereof. Lessee will promptly execute or otherwise authenticate and deliver to Lessor such further documents, instruments, assurances and other records and take such further action as Lessor may reasonably request in order to carry out the intent and purpose of this agreement and the Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder and thereunder. THIS LEASE IS BEING DELIVERED IN, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). ANY ACTION BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING NON-CONTRACTUAL CLAIMS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK; PROVIDED, THAT AT LESSOR’S SOLE OPTION, LESSOR MAY BRING AN ACTION IN THE STATE WHERE LESSEE OR THE EQUIPMENT IS LOCATED. LESSEE IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND WAIVES ANY ARGUMENT THAT VENUE IN ANY SUCH FORUM IS NOT CONVENIENT. XXXXXX AND LESSEE HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO EQUIPMENT OR THE LEASE. THIS WAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY XXXXXX AND XXXXXX WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER SHALL A...
