Miscellaneous Provisions Sample Clauses

Miscellaneous Provisions. The following miscellaneous provisions are a part of this Agreement:

Miscellaneous Provisions. Section 11.01 Amendment.................................................... Section 11.02

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncur...

Miscellaneous Provisions. Section 10.01 Amendment.................................................... Section 10.02 Recordation of Agreement; Counterparts....................... Section 10.03

Miscellaneous Provisions. 4.1 Neither the Settlement Agreement, nor any act performed or document executed pursuant to, or in furtherance of, the Settlement Agreement: (a) is or may be deemed to be or may be used as an admission or evidence of the validity of any Released Claim or of any wrongdoing or liability on the part of any Defendant, the Regents Releasees, or any of them; or (b) is or may be deemed to be or may be used as an admission or evidence of any fault or omission of any Defendant, the Regents Releasees, or any of them, in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. 4.2 All of the exhibits to the Settlement Agreement are material and integral parts hereof and are fully incorporated herein by this reference. 4.3 The Settlement Agreement may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors- in-interest. 4.4 The Settlement Agreement constitutes the entire agreement among the Parties hereto and no representations, warranties, or inducements have been made to any party concerning the Settlement Agreement or its exhibits other than the representations, warranties, and covenants expressly contained and memorialized in such documents. 4.5 Each Party shall bear its own costs. 4.6 Plaintiffs each specifically acknowledge the following: (a) An authorized representative of each possesses sufficient education and experience to fully understand the terms of this Settlement Agreement as it has been written, the legal and binding effect of the Settlement Agreement, and the exchange of benefits and promises herein. (b) An authorized representative of each has read this Settlement Agreement fully and completely and understands its significance. (c) No inducements, statements, or representations have been made that are not set out expressly in this Settlement Agreement, and Plaintiffs do not rely on any inducements, statements, or representations not set forth expressly herein. (d) Each enters into this Settlement Agreement knowingly and voluntarily and of their own free will and choice. (e) Each has been encouraged and given the opportunity to consult with an attorney of their choice, which each has done. 4.7 Each counsel or other person executing the Settlement Agreement or any of its exhibits on behalf of any party hereto hereby warrants that such person has the full authority to do so. 4.8 The Settlement Agreement may be executed in one or mo...

Miscellaneous Provisions. 14.1 This Agreement shall be construed in accordance with, and governed by, the laws of the state of Ohio. The parties agree that any action brought by either party against the other in state court shall be properly venued only in the Franklin County Court of Common Pleas in Columbus (Franklin County), Ohio and that any action brought in federal court shall be properly venued only in the United States District Court for the Southern District of Ohio, Eastern Division, located in Columbus, Ohio. The parties further agree that they do hereby waive all questions of personal jurisdiction or venue for purposes of giving effect to this provision. 14.2 There are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either party. 14.3 This Agreement along with all exhibits attached hereto and other Contract Documents represents the entire agreement between the parties on this subject matter and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. If any of the provisions contained in this Agreement, as amended from time to time, are inconsistent with the provisions of the other Contract Documents, then the provisions of this Agreement, as amended, shall prevail. 14.4 The obligations, warranties, and representations of either party under this Agreement that are of a continuing nature shall survive expiration or termination of this Agreement, unless otherwise explicitly agreed to in the Contract Documents or by operation of law. 14.5 No delay or failure by either party to exercise any right hereunder and no partial or single exercise of any such right shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 14.6 In case any one or more provisions set forth in the Contract Documents shall for any reason be held invalid, illegal, or unenforceable in any respect, any such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract Documents, and the Contract Documents shall be construed as if such invalid, illegal, or unenforceable provision had never been incorporated therein, provided the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. If either party determines...

Miscellaneous Provisions. Section 12.01

Miscellaneous Provisions. 14.1 Neither party shall assign this AGREEMENT without the written consent of the other party which consent shall not be unreasonably withheld; provided, however, that either party, without such consent, may assign or sell the same in connection with the transfer or sale of all or substantially all of its business involving LICENSED PRODUCTS or in the event of its merger, or consolidation with another company. Each assignee shall assume all obligations of its assignor under this AGREEMENT. No assignment shall relieve either party of responsibility for the performance of any accrued obligations which such party then has hereunder. 14.2 This AGREEMENT embodies the entire understanding between the parties as to the subject matter hereof and may not be varied except by a document in writing signed by an officer of LICENSEE and a person authorized to sign on behalf of UNIVERSITY. 14.3 This AGREEMENT shall be construed, governed, interpreted, and applied in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of laws principles except that questions affecting the validity, construction, and effect of any foreign patent shall be determined by the laws of the country in which the patents were granted. 14.4 The provisions of this AGREEMENT are severable, and in the event that any of the provisions of this AGREEMENT are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 14.5 LICENSEE shall xxxx the LICENSED PRODUCTS(s) sold in the United States with all applicable patent numbers. All LICENSED PRODUCTS(s) shipped and/or sold in other countries shall be marked in such a manner as to conform with all of the laws of the country where the LICENSED PRODUCTS(s) are shipped to and/or sold. 14.6 For the purpose of this AGREEMENT and all services to be provided hereunder, both parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action, that will be binding on the other party. 14.7 The captions are provided for convenience and are not to be used in construing this AGREEMENT. 14.8 The parties agree not to use the PATENT RIGHTS or TECHNOLOGY in a manner which attempts to circumvent, avoid or bypass obligations to t...

Miscellaneous Provisions. A. The Board agrees at all times to try to maintain an adequate list of substitute teachers. Teachers shall be informed of a telephone number they may call, at least one (1) hour before school begins, to report unavailability for work. Once a teacher has reported unavailability, it shall be the responsibility of the Administration to arrange for a substitute teacher. Failure without just cause, to report unavailability for work by the time stated above, will result in the loss of that day's pay. The use of regular teachers as substitute teachers shall be avoided whenever possible. In the event regular teachers covered by this Agreement are used as substitutes on an emergency and voluntary basis, said teacher shall be compensated at a rate of 0.063% per hour. B. This Agreement shall supersede any contrary or inconsistent terms contained in any individual teacher contracts heretofore in effect. All future individual teacher contracts shall be made expressly subject to the terms of this Agreement. The provisions of this Agreement shall be incorporated into and be considered part of the established policies of the Board. C. If any provision of this Agreement or any application of the Agreement to any employee or group of employees shall be found contrary to law, then such provision or application shall not be deemed valid and subsisting except to the extent permitted by law, but all other provisions or applications shall continue in full force and effect. D. Copies of this Agreement shall be duplicated at the expense of the Board and presented to all teachers now employed or hereafter employed by the Board. The Association shall be furnished ten (10) additional copies for its use. E. Teachers participating in School Improvement activities which occur outside of the normal work day shall be allowed compensatory time, documented and signed by the building principal and/or may elect to be paid pursuant to Schedule B. Teachers must elect whether they wish to be paid or use compensatory time, or a combination of pay and compensatory time at the beginning of the school year. Use of said compensatory time shall be scheduled with the approval of the building principal provided substitutes are available to fill in for the absent teacher. School Improvement compensatory time will be decided by each building School Improvement Team since activities in this area vary from building to building. A maximum of thirty six (36) days will be allotted for entire school district. ...

Miscellaneous Provisions. 11.1. The Settling Parties (i) acknowledge that it is their intent to consummate this agreement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, and to exercise their commercially reasonable best efforts to accomplish the terms and conditions of this Settlement Agreement. 11.2. The Settling Parties intend this settlement to be a final and complete resolution of all disputes between them with respect to the Litigation. The settlement compromises claims that are contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or defense. The Settling Parties each agree that the settlement was negotiated in good faith by the Settling Parties, that it reflects a settlement that was reached voluntarily after consultation with competent legal counsel, and that for the purpose of construing or interpreting this Agreement, the Settling Parties agree that this Agreement is to be deemed to have been drafted equally by all Parties hereto and shall not be construed strictly for or against any Party. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a reasonable basis. It is agreed that neither Party shall have any liability to one another as it relates to the Litigation, except as set forth herein. 11.3. Neither the Settlement Agreement, nor the settlement terms contained herein, nor any act performed or document executed pursuant to or in furtherance of the Settlement Agreement or the settlement (i) is or may be deemed to be or may be used as an admission of, or evidence of, the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of any of the Released Persons; or (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Released Persons in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal. If this Agreement does not become effective or is cancelled, withdrawn, or terminated for any reason, the Agreement along with all related communications and documents exchanged in connection with the Agreement and mediation between the Parties shall be deemed a negotiation for settlement purposes only under Federal Rule of Procedure 408 and will ...