Application of this Agreement This Agreement applies to the Land and to the Development proposed in the Development Application, as may be modified.
Interpretation of This Agreement All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Optionee. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
Construction of this Agreement The Parties agree that each Party and its legal counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto.
LAW GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
Modification of this Agreement This Agreement may not be modified, nor may compliance with any of its terms be waived, except as noted in Section 11.1, “Notices to Parties,” regarding change in personnel or place, and except by written instrument executed and approved in the same manner as this Agreement. Contractor shall cooperate with Department to submit to the Director of CMD any amendment, modification, supplement or change order that would result in a cumulative increase of the original amount of this Agreement by more than 20% (CMD Contract Modification Form).
Variation of this Agreement This Agreement may be varied during its term by agreement in writing by the parties subject to the ratification process of the Union.
Registration of this Agreement 8.1 The Parties agree this Agreement is to be registered by the Registrar General as provided for in section 93H of the Act.
8.2 The Developer warrants that it has done everything necessary to enable this Agreement to be registered under section 93H of the Act.
8.3 Without limiting clause 8.2, the Developer warrants that it has obtained the express written consent to the registration of this Agreement under section 93H of the Act from:
(a) If this Agreement relates to land under the Real Property Xxx 0000, each person who has an estate or interest in the Land registered under that Act; or
(b) If this Agreement relates to land not under the Real Property Xxx 0000, each person who is seized or in possessed of an estate or interest in the Land.
8.4 Prior to the issue of a Construction Certificate, the Developer will at its cost arrange and effect registration of this Agreement under s93H upon the title to the Land and as soon as possible following execution of this Agreement:
(a) deliver to the Council the Registration Application in registrable form noting the Council as applicant and executed by the Developer and any other person the subject of the warranty in clause 8.3;
(b) lodge or cause to be lodged the title deed with LPI and advise Council of the production number;
(c) provide the Council with a cheque in favour of Land & Property Information, NSW for the registration fees for registration of this Agreement; and
(d) provide the Council with a cheque in favour of the Council for its costs, expenses and fees incurred or to be incurred in connection with the preparation of this Agreement and any documents, form or instrument created or to be created in accordance with the provisions of this Agreement.
(e) and take any other necessary action so as to ensure this Agreement is registered on the title to the Land prior to the issue of a Construction Certificate.
8.5 Upon compliance with clause 8.4 by the Developer the Council will promptly lodge the Registration Application with the Registrar General.
8.6 The Parties will co-operate with each other to ensure that the Agreement is registered by the Registrar General.
8.7 Upon payment of the Development Contribution or surrender of the Development Consent, the Developer may request the removal of the dealing created by registration of the Agreement from the title to the Land. The Council will not withhold its consent to such removal, provided that the terms of this Agreement have been complied with and the Developer pays all costs, expenses and fees of the Council relating to such removal.
8.8 Should payment of the Development Contribution or surrender of the Development Consent occur on or before the date of this Agreement, then there will be no obligation to register this Agreement in accordance with this clause.
8.9 Upon registration of this Agreement by the Registrar General, this Agreement is binding on, and is enforceable against the owner of the Land from time to time as if each owner for the time being had entered into this Agreement.
Duration of this Agreement The Term of this Agreement shall be as specified in Schedule A hereto.
Operation of this Agreement This Agreement shall take effect on and from the date of this Agreement. The parties must execute and enter into this Agreement prior to any Construction Certificate issuing for the Development.
Execution of this Agreement In lieu of an original signature to this agreement, Landlord will accept a valid and legitimate electronic and/or facsimile signature of the Resident. In so doing, Resident hereby acknowledges his or her endorsement and acceptance of this agreement, and he or she waives any challenge to validity of this agreement based on Resident’s endorsement by electronic and/or facsimile signature. THE RESIDENT HEREBY EXPRESSLY AGREES TO THE USE OF ELECTRONIC SIGNATURES FOR THIS LEASE.