Boilerplate. The provisions of Sections VII (Termination Obligations), VIII (Inventions and Proprietary Information), IX (Arbitration), X (Amendments; Waivers; Remedies), XI (Assignment; Binding Effect), XII (Notices), XIII (Severability), XIV (Taxes), XV (Governing Law), XVI (Interpretation), XVII (Obligations Survive), XVIII (Counterparts) and XIX (Authority) of the Employment Agreement are incorporated herein and are applicable to this Agreement.
Boilerplate. 22.1 This Deed contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Deed.
22.2 This Deed may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute a single instrument.
22.3 This Deed shall be treated as having been executed and delivered as a deed only upon being dated.
22.4 If any provision of this Deed is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction this Deed shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.
22.5 Any waiver of a breach of any of the terms of this Deed or of any default under this Deed:
(a) shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Deed; and
(b) may be waived only in writing and specifically.
22.6 No failure to exercise and no delay on the part of any Party in exercising any right, remedy, power or privilege of that Party under this Deed and no course of dealing between the parties shall be construed or operate as a waiver, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of such rights, remedies, powers or privileges or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by this Deed are cumulative and are not exclusive of any rights or remedies provided by law.
(a) Unless expressly provided to the contrary in this Deed, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or enjoy the benefit of any terms of this Deed.
(b) Notwithstanding any term of this Deed, the consent of any person who is not a Party is not required to rescind or vary this Deed.
22.8 If there is any inconsistency between this Deed and any term in any other Loan Note Document the terms of this Deed prevail.
Boilerplate. Including equivalent terms to clauses 11.1 to 11.12 of this Agreement.
Boilerplate. The following provisions of the Collaboration Agreement shall apply in respect of this Letter of Intent and are accordingly incorporated by reference herein: the provisions that relate to ‘Confidential Treatment of Treatment of Terms and Conditions’ (Section 11.3), ‘Assignment’ (Section 16.3), ‘Construction’ (Section 16.6), ‘Counterparts’ (Section 16.7), ‘Entire Agreement’ (Section 16.9), ‘Headings’ (Section 16.12), ‘Notices’ (Section 16.14), , ‘Severability’ (Section 16.16) and ‘Waivers and Modifications’ (Section 16.19). The Parties have executed this Letter of Intent on the date and year first above written. GLAXO GROUP LIMITED By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: By: /s/ Xxxxxxx Xxxxx Name: Xx. Xxxxxxx Xxxxx Title: Regional General Manager, VP Europe
Boilerplate. The parts of a bond, such as chase or bathroom damage, that be is completely wrong! Guaranteed Lifts and Guaranteed Vessel Calls commitments will be suspended. Premises and examine them expect to list such repairs, given issues such breach the exclusivity clause, Inc.
Boilerplate. As discussed in Xxxx X. Xxxxx'x Negotiating and Drafting Contract Boilerplate, when lawyers refer to a "boilerplate" provision, they are referring to any standardized, "one size fits all" contract provision. But lawyers also use the term in a narrower context to refer to certain provisions that appear at the end of the contra t. Typically, these provisions tell the parties how to govern their relationship and administer the contract. Although often thought to be of secondary importance, these provisions have significant business and legal consequences. Common provisions include the governing law provision, venue, assignment and delegation provisions, waiver of jury trial provisions, notice provisions, and force majeure provisions. Condition or Warranty - Conditions are terms, which go to the very root of a contract. Breach of these terms repudiates the contract, allowing the other party to discharge the contract. A warranty is not so imperative so the contract will subsist after a warranty breach. Breach of either will give rise to damages. It is an objective matter of fact whether a term goes to the root of a contract. By way of illustration, an actress' obligation to perform the opening night of a theatrical production is a condition, whereas a singer's obligation to perform during the first three days of rehearsal is a warranty. Statute may also declare a term or nature of term to be a condition or warranty; for example the Sale of Goods Xxx 0000 s15A provides that terms as to title, description, quality and sample are conditions save in certain defined circumstances. Innominate Term - Lord Diplock, in Hong Kong Fir Shipping Co Ltd v. Kawasaki Kisen Kaisha Ltd, created the concept of an innominate term, breach of which may or not go to the root of the contract depending upon the nature of the breach. Breach of these terms, as with all terms, will give rise to damages. Whether or not it repudiates the contract depends upon whether legal benefit of the contract has been removed from the innocent party. Xxxxx XX, in 1970, preferred the legal certainty of using the classic categories of condition or warranty. This was interpreted by the House of Lords as merely restricting its application in Xxxxxxx Xxxxx Line Ltd. v Xxxxxx-Xxxxxx. Status as a term is important as a party can only take legal action for the non-fulfillment of a term as opposed to representations or mere puffery. Legally speaking, only statements that amount to a term create contractual oblig...
Boilerplate. Finally, the purchase agreement will include definitions of terms and boilerplate provisions. Definitions can include important information, such as what constitutes a material adverse change allowing a party to terminate the purchase agreement. Boilerplate provisions are also important. For example, what law will govern the agreement and which court will resolve any disputes between the parties.
Boilerplate. 11.1 This contract, and any dispute or claim arising out of it or in connection with it or its subject matter or formation, shall be governed by the law of England. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
11.2 We reserve the right to update and/or amend these Terms and Conditions at any time.
11.3 We may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without your prior written consent, to any of our group companies.
Boilerplate. Include boilerplate provisions dealing with issues such as notice, litigation expense, waiver, applicable law, and the fact that the buy‐sell agreement is the entire agreement.
Boilerplate. Clauses 19.1 (Confidentiality), 21 (Costs and Expenses), 22 (Notices), 24 (Invalidity and Severability), 27 (Assignment), 28 (No Third Party Beneficiaries), 29 (Amendment and Waiver), 30 (Counterparts), 31 (English Language), 33 (Governing Law and Jurisdiction), 34 (Agent for Service of Process) and 36 (Purchaser capital reduction) of the SPA shall apply to this agreement as if such clauses were set out in full herein. AS WITNESS this agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement.
