Applicable Law; Consent Sample Clauses

Applicable Law; Consent. This Agreement and the validity and performance of the terms hereof shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law or choice of law. The parties hereto hereby agree that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. To the extent permitted by applicable law, the parties hereto consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to such party at its address set forth in this Agreement (and service so made shall be deemed complete five days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts.
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Related to Applicable Law; Consent

  • Applicable Law, Etc This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the State applicable to contracts between residents of the State which are to be performed entirely within the State, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the State; or (vii) any combination of the foregoing. To the maximum extent permitted by applicable law, any action to enforce, arising out of, or relating in any way to, any of the provisions of this Agreement may be brought and prosecuted in such court or courts located in the State as is provided by law; and the parties consent to the jurisdiction of said court or courts located in the State and to service of process by registered mail, return receipt requested, or by any other manner provided by law.

  • Minimum Vendor Legal Requirements Vendor shall remain aware of and comply with this Agreement and all local, state, and federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and policies must be complied with even if not specified herein.

  • Compliance with Applicable Law; Permits (a) FSIC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to FSIC. FSIC has not received any written or, to FSIC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. FSIC has operated in compliance with all listing standards of the NYSE since FSIC Common Stock began trading on the NYSE on April 16, 2014 other than as would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. FSIC is not subject to any “stop order” and is, and was, fully qualified to sell shares of FSIC Common Stock in each jurisdiction in which such shares were registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to FSIC.

  • Applicable Law; Jurisdiction This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in Xxxxxx County, New Jersey, and expressly consent to the jurisdiction and venue of the Superior Court of New Jersey, sitting in Xxxxxx County and the United States District Court for the District of New Jersey sitting in Newark, New Jersey for the adjudication of any civil action asserted pursuant to this Paragraph.

  • Legal Requirements All applicable Federal and State laws and County ordinances that in any manner affect the items covered herein apply. Lack of knowledge by the Bidder shall in no way be a cause for relief from responsibility.

  • Applicable Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

  • Applicable Law; Counterparts This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several Underwriters. Very truly yours, ADELPHIA BUSINESS SOLUTIONS, INC. By: /s/Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President and General Counsel Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX INC. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION XXXXXXX, SACHS & CO. BANC OF AMERICA SECURITIES LLC CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. FIRST UNION SECURITIES, INC. as Representatives of the several Underwriters named on Schedule I hereto By: XXXXXXX XXXXX XXXXXX INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title:Manageing Director SCHEDULE I ADELPHIA BUSINESS SOLUTIONS, INC. Underwriter Number of Firm Shares XXXXXXX XXXXX BARNEY INC....................................... 1,459,050 CREDIT SUISSE FIRST BOSTON CORPORATION......................... 1,459,050 XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION................................................ 1,459,050 XXXXXXX, SACHS & CO............................................ 1,459,050 BANC OF AMERICA SECURITIES LLC................................. 728,450 CIBC WORLD MARKETS CORP........................................ 728,450 CREDIT LYONNAIS SECURITIES (USA) INC........................... 728,450 FIRST UNION SECURITIES, INC.................................... 728,450 TOTAL........................................ 8,750,000 SCHEDULE II None SCHEDULE III SUBSIDIARIES Adelphia Business Solutions, Inc. Adelphia Business Solutions International, Inc. Adelphia Business Solutions International, LLC Adelphia Business Solutions of Alabama, LLC Adelphia Business Solutions of Arkansas, LLC Adelphia Business Solutions of Connecticut, Inc. Adelphia Business Solutions of Delaware, LLC Adelphia Business Solutions of District of Columbia, LLC Adelphia Business Solutions of Florida, Inc. Adelphia Business Solutions of Florida, LLC Adelphia Business Solutions of Jacksonville, Inc. Adelphia Business Solutions of Georgia, LLC Adelphia Business Solutions of Illinois, Inc. Adelphia Business Solutions of Indiana, L.P. Adelphia Business Solutions of Kansas, LLC Adelphia Business Solutions of Kentucky, Inc. Adelphia Business Solutions of Louisiana, Inc. Adelphia Business Solutions of Maine, Inc. Adelphia Business Solutions of Maryland, LLC Adelphia Business Solutions of Massachusetts, Inc. Adelphia Business Solutions of Michigan, Inc. Adelphia Business Solutions of Mississippi, L.P. Adelphia Business Solutions of New Hampshire, Inc. Adelphia Business Solutions of New Jersey, LLC Adelphia Business Solutions of New York, Inc. Adelphia Business Solutions of North Carolina, L.P. Adelphia Business Solutions of Ohio, Inc. Adelphia Business Solutions of Pennsylvania, Inc. Adelphia Business Solutions of Pennsylvania, LLC Adelphia Business Solutions of Harrisburg, Inc. Adelphia Business Solutions of Rhode Island, Inc. Adelphia Business Solutions of South Carolina, Inc. Adelphia Business Solutions of Tennessee, Inc. Adelphia Business Solutions of Texas, L.P. Adelphia Business Solutions of West Virginia, LLC Adelphia Business Solutions of Vermont, Inc. Adelphia Business Solutions of Virginia, LLC Hyperion Communications Capital, Inc. Hyperion Communications General Holdings, Inc. Hyperion Communications Long Haul, L.P. Hyperion Communications of Tennessee, L.P. Hyperion Communications of Eastern New York, Inc. Hyperion Telecommunications, L.L.C. Hyperion Telecommunications of North Carolina, Inc. SCHEDULE IV JOINT VENTURES Allegheny Hyperion Telecommunications, L.L.C. Hyperion Susquehanna Telecommunications PECO Hyperion Telecommunications !nterprise - Hyperion of Vermont Data Communications !nterprise - Hyperion of Virginia Data Communications !nterprise - MediaOne Fiber Technologies d/b/a MediaOne Data Communications !nterprise - MediaOne of Virginia Data Communications

  • Purchase Permitted By Applicable Law, Etc On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

  • Applicable Law; Attorney Fees All claims and disputes, including those adjudicated in arbitration or in court, will be governed by the internal laws of the State of Texas with respect to contracts made or events occurring therein. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties (including in arbitration) may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

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