Binding Effect; Miscellaneous. 16.1. This Agreement shall be binding upon and shall inure to the parties hereto, their respective heirs, successors, legal representatives and assigns. This Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding shall be recognized or enforced. All modifications or amendments shall be in writing and signed by the parties. This Agreement is to be construed according to the laws of the State of New York, and any legal action or proceeding with respect to or in connection with this Agreement must be brought in the Supreme Court of the State of New York within the First Judicial Department, 1st District, New York City, or the Federal Courts for the Southern District of New York, and by execution hereof each party accepts the jurisdiction of such courts. This Agreement may be executed in two or more counterparts all of which shall constitute one and the same instrument. Each of the twelve (12) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other Sellers, and each of the Sellers shall be liable only for such claims or demands made by Purchaser with respect to the Property (and other related aspects of the Premises) owned by such Seller and the representations, warranties and covenants made by such Seller with respect to such Property, and it is specifically agreed by and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and shall not be joint and several with other Sellers.
16.2. Purchaser shall not be permitted to assign this Agreement to any third party, except that, with Sellers' prior written consent (which consent shall not be unreasonably withheld and, in any event, shall be granted if the conditions set forth in clauses (i) through (iii) below are satisfied), Purchaser shall be permitted to assign this Agreement to another directly or indirectly wholly-owned subsidiary of Xxxxxx provided that (i) such assignment does not adversely affect Sellers (in connection with the matters set forth in Section 3.5 or otherwise), (ii) the assignee shall assume all of Purchaser's obligations hereunder pursuant to an assumption agreement approved as to form and substance by sellers, and (iii) such assignment shall not release Purchaser or Xxxxxx from their obligations hereunder.
16.3. As used herein, the "Date of t...
Binding Effect; Miscellaneous. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the undersigned and their respective successors and assigns.
(b) The headings to the various paragraphs of this Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Agreement. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument.
(c) No delay or omission on the part of Secured Party in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion.
(d) All covenants, duties and obligations of Pledgor under this Agreement shall be performed in Arlington, Tarrant County, Texas.
(e) The remedies given to Secured Party hereunder are cumulative and in addition to any and all other rights which Secured Party may have against Pledgor or any other person or firm, at law or in equity, including exoneration and subrogation, or by virtue of any other agreement.
(f) The Secured Party is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing, delivering or filing any instruments which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is coupled with an interest and irrevocable.
(g) This Agreement and the provisions set forth herein, shall continue until payment in full of the Obligations.
Binding Effect; Miscellaneous. (a) This Agreement shall be binding on and shall inure to the benefit of any successor or successors of Employer and the personal representatives of Employee.
(b) This Agreement constitutes the entire Agreement between the parties hereto, and supersedes all prior discussions, drafts, negotiations, proposals, and agreements between the parties, whether written or oral. This Agreement may not be amended except by a written instrument executed by the parties hereto.
(c) If any provision of this Agreement is ultimately determined to be invalid or unenforceable, by a final non-appealable ruling of a court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected by such determination, shall remain in full force and effect, and shall be construed in manner most likely to carry out the original intent of the parties.
(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, taken together, constitute one single, binding, enforceable agreement.
(f) Any notice given, or required to be given, under this Agreement, shall be deemed to have been duly given if it is delivered to the addresses shown above by either (i) first-class mail, postage prepaid or (ii) a nationally recognized courier service. The parties may change such addresses at any time by giving written notice to the other partly to this Agreement in the manner set forth herein.
Binding Effect; Miscellaneous. This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective heirs, successors and permitted assigns, but neither this Agreement nor any duty or right hereunder (except the right to receive moneys which are due hereunder) shall be voluntarily assigned by any party without the written consent of the other party, which consent shall not be unreasonably withheld. If any provision of this Agreement is invalid, void or unenforceable, the remainder of this Agreement shall remain in full force. This Agreement may be fully executed in two (2) or more separate counterparts by each of the parties hereto, all such counterparts together constituting but one and the same instrument. Such counterparts may be exchanged via facsimile (or other electronic) transmission and any facsimile or electronic signatures shall be binding. All communications, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered personally or transmitted electronically by e-mail or facsimile, receipt acknowledged, in each case in accordance with the contact information set forth below the parties respective signature blocks. In the event it becomes necessary to enforce the terms of this Agreement by litigation or otherwise, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs, including any such fees or costs arising from subsequent appeals and efforts to execute on any judgment.
Binding Effect; Miscellaneous a. This Security Agreement shall be binding upon and inure to the benefit of and be enforceable by the undersigned and their respective successors and assigns.
b. The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument.
c. No delay or omission on the part of Administrative Agent or the Secured Parties in exercising any right hereunder shall operate as a waiver of any such right or any other right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion.
d. Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principals that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement.
e. Any suit, action or proceeding against Borrower or Managing Member with respect to this Security Agreement or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or in the United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, as the Administrative Agent on behalf of the Secured Parties in its sole discretion may elect and Borrower and Managing Member each hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Borrower and Managing Member each hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by the Administrative Agent on behalf of the Secured Party by registered or certified mail, postage prepaid, to Borrower's address set forth in Section 4 hereof. Borrower and Managing Member each hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York Ci...
Binding Effect; Miscellaneous. This Agreement shall be binding upon the Junior Lender and its respective successors and assigns and shall inure to the benefit of the Senior Lender and its participants, successors and assigns, but neither the Borrower nor any other secured party shall be entitled to rely on or enforce this Agreement. This Agreement cannot be waived or changed or ended, except by a writing signed by the party to be bound thereby. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Colorado. Each party consents to the personal jurisdiction of the state and federal courts located in the State of Colorado in connection with any controversy related to this Agreement, waives any argument that venue in any such forum is not convenient, and agrees that any litigation initiated by either of them in connection with this Agreement shall be venued in the City and County of Denver. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The Junior Lender waives notice of the Senior Lender’s acceptance hereof.
Binding Effect; Miscellaneous. A. This Agreement shall be binding upon and shall inure to the parties hereto, their respective heirs, successors, legal representatives and assigns. This Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding shall be recognized or enforced. All modifications or amendments shall be in writing and signed by the parties. This Agreement is to be construed according to the laws of the State of Florida. This Agreement may be executed in two or more counterparts all of which shall constitute one and the same instrument. The singular shall include the plural and vice versa.
B. The Purchaser may assign this Agreement.
C. For a period of five (5) years immediately following the Closing, Seller, including any and all entities and individuals owning at least a twenty five percent (25%) ownership interest in Seller, agrees that it shall not, directly or indirectly, for its own account or as agent, employee, officer, director, trustee, lessor, sublessor, consultant or as a stockholder of any corporation or any other entity, or as a member of any firm or otherwise, (i) engage or attempt to engage within the Restricted Area (as hereinafter defined), in the hotel, motel or other business which is the same as, substantially similar to or competitive with the operation of the Premises purchased pursuant to this Agreement, or (ii) employ or solicit the employment of any employees of Seller at the Premises. For purposes of this Agreement, the term "Restricted Area" shall mean an area which shall consists of a circle the radius of which is 10 miles with the center point being located at the Premises in Clearwater, Florida. Each of the Seller, including any and all entities and individuals owning at least a twenty five percent (25%) ownership interest in Seller, and Purchaser acknowledges and agrees that the foregoing territorial, time and other limitations and restrictions contained in this Article XV are
Binding Effect; Miscellaneous. A. This Agreement shall be binding upon and shall inure to the parties hereto, their respective heirs, successors, legal representatives and assigns. This Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding shall be recognized or enforced. All modifications or amendments shall be in writing and signed by the parties. This Agreement is to be construed according to the laws of the State of North Carolina. This Agreement may be executed in two or more counterparts all of which shall constitute one and the same instrument. The singular shall include the plural and vice versa.
B. The Purchaser may assign this Agreement.
C. For a period of four (4) years immediately following the Closing, Seller, including any and all entities and individuals owning at least a twenty five percent (25%) ownership interest in Seller, agrees that it shall not, directly or indirectly, for its own account or as agent, employee, officer, director, trustee, lessor, sublessor, consultant or as a stockholder of any corporation or any other entity, or as a member of any firm or otherwise, (i) engage or attempt to engage within the Restricted Area (as hereinafter defined), in the hotel, motel or other business which is the same as, substantially similar to or competitive with the operation of the Premises purchased pursuant to this Agreement, or
Binding Effect; Miscellaneous. This Agreement shall be binding upon and inure to the benefit of Junior Lender, Senior Lender, and their respective participants, successors and assigns, but neither Company nor any other party shall be entitled to rely on or enforce this Agreement. Junior Lender and Senior Lender each warrant to the other that any purchaser or transferee of, or successor to, any Lien of the undersigned in any or all of the Collateral will be given written notice of the subordination effected hereby, before such purchase, transfer or succession, and that any such purchaser, transferee or successor will be in all respects subject to and bound by this Agreement. This Agreement cannot be waived or changed or ended, except by a writing signed by the party to be bound thereby. Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Junior Lender waives notice of Senior Lender’s acceptance hereof;
Binding Effect; Miscellaneous. A. This Agreement shall be binding on and shall inure to the benefit of any successor or successors of Employer and the personal representatives of Employee. This Agreement is personal in nature, and may not be assigned or transferred by Employee without the prior written consent of Employer, and any purported assignment or transfer by Employee without such consent is invalid and is not binding on Employer. This Agreement may be assigned by Employer to any subsidiary that it directly or indirectly controls, any affiliated corporation or entity under the direct or indirect control of Employer, or any parent corporation or entity that directly or indirectly controls Employer, and to any corporation or entity that may control Employer as the direct or indirect result of a Business Combination, without the consent of Employee. Any other assignment or transfer of this Agreement by Employer shall require the written consent of Employee, and any such purported transfer or assignment shall be without force or effect and shall not be binding on Employee unless and until such consent is delivered.
B. This Agreement constitutes the entire Agreement between the parties hereto, and supersedes all prior discussions, drafts, negotiations, proposals, and agreements between the parties, whether written or oral. This Agreement may not be amended except by a written instrument executed by the parties hereto.
C. If any provision of this Agreement is ultimately determined to be invalid or unenforceable, by a final non-appealable ruling of a court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected by such determination, shall remain in full force and effect, and shall be construed in manner most likely to carry out the original intent of the parties.
D. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, taken together, constitute one single, binding, enforceable agreement.
E. Any notice given, or required to be given, under this Agreement, shall be deemed to have been duly given and deemed received: (1) three business days after deposit in the United States Mail, by first-class, certified, postage prepaid, return receipt requested; (2) one business day after delivery to a nationally recognized courier service; or (3) three hours after delivery by fax followed by telephone confirmation of receipt. The parties may change their addresses at any time by giving written notice to...
