Certain Miscellaneous Provisions Sample Clauses

Certain Miscellaneous Provisions. No modification or waiver by the Lender of any of the terms of this Note shall be valid or binding on the Lender unless such modification or waiver is in writing and signed by the Lender. Without limiting the generality of the preceding sentence, no delay, omission or forbearance by the Lender in exercising or enforcing any of its rights and remedies under this Note shall constitute a waiver of such rights or remedies. The Lender's rights and remedies under this Note are cumulative with and in addition to all other legal and equitable rights and remedies which the Lender may have in connection with the Loan. The headings of paragraphs of this Note are for convenience of the parties only and shall not be used in interpreting this Note. If this Note is lost, stolen, or destroyed, upon Borrower's receipt of a reasonably satisfactory indemnification agreement executed by the Lender, or if this Note is mutilated, upon the Lender's surrender of the mutilated Note to Borrower, Borrower shall execute and deliver to Lender a new promissory note which is identical in form and content to this Note to replace the lost, stolen, destroyed or mutilated Note. All terms with an initial capital letter which are used but not specifically defined in this Note shall have the respective meanings given to such terms in the Security Agreement. Time is of the essence in the performance of each provision of this Note by Borrower. This Note is non-revolving. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT OR SOUTH DAKOTA STATE COURT SITTING IN SIOUX FALLS, SOUTH DAKOTA; AND BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
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Certain Miscellaneous Provisions. This Lease (including the Exhibits referred to herein and all supplementary agreement provided for herein) contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. This Lease may not be changed, modified, terminated or discharged, in whole or in part, except by a writing, executed by the party against whom enforcement of the change, modification, termination or discharge is to be sought. The Article and Section headings or titles in this Lease are inserted for convenience only and are not to be given any effect in its construction. Wherever appropriate in this Lease, personal pronouns shall be deemed to include the other genders and the singular to include the plural. The covenants and agreements contained herein shall inure to and be binding upon Landlord, its successors and assigns, and Tenant, its successors and assigns. The term "Landlord" means only the owner for the time being of the Building, so that in the event of any sale or other transfer of the Executive Park or any part thereof including the Building, Landlord shall be released of all covenants and obligations of Landlord hereunder with respect to the Executive Park or portion thereof sold or transferred accruing after such sale or transfer. Neither the submission of this Lease form to Tenant nor the execution of this Lease by Tenant shall constitute an offer by Landlord to Tenant to lease the space herein described as the Leased Premises or otherwise. This Lease shall not be or become binding upon Landlord to any extent or for any purpose unless and until it is executed by Landlord and a fully executed duplicate original thereof is delivered to Tenant or Tenant's counsel.
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Certain Miscellaneous Provisions. This Lease (including the Exhibits referred to herein) contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. This Lease may not be changed, modified or amended, in whole or in part, except by a writing, executed by the party against whom enforcement of the change, modification or amendment is to be sought. The Article and Section headings or titles in this Lease are inserted for convenience only and are not to be given any effect in its construction. Wherever appropriate in this Lease, personal pronouns shall be deemed to include the other genders and the singular to include the plural. The covenants and agreements contained herein shall inure to and be binding upon Landlord, its successors and assigns, and Tenant its successors and assigns.
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Certain Miscellaneous Provisions. 50 Section 28.02.
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Certain Miscellaneous Provisions. (a) Except as otherwise provided in Section 2.13, no Notes may be issued except as provided in Article II of the Participation Agreement. (b) All Notes and Loans at any time outstanding shall be equally and ratably secured by this Agreement, without preference, priority or distinction on account of the date or dates or the actual time or times of the issue of such Notes (or the making of such Loans), so that all Notes and Loans at any time issued or outstanding shall have the same right, lien, security, preference and priority by virtue of this Agreement. (c) A Loan Participant shall have no further interest in, or other right with respect to, the Collateral Security when and if the principal of and interest on all the Notes held by it, and all other Secured Obligations theretofore or then payable to such Loan Participant hereunder and under such Notes shall have been paid in full.
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Certain Miscellaneous Provisions. 54 Section 31.02. Governing Law.........................................56 Section 31.03. Memoranda Agreements..................................56 Section 31.04. Additional Rent.......................................56 Section 31.05. Estoppel Certificates.................................57 Section 31.06. No Merger.............................................57 Section 31.07. Business Days.........................................57 Section 31.08. Hold-over.............................................57 Section 31.09. Financial Statements..................................58 Section 31.10. Ise Sublease..........................................58 Section 31.11. Transfer of Ownership.................................58 Section 31.12. Reduced FAR...........................................58 (iv) ARTICLE THIRTY-TWO SECURITY........................................58 Section 32.01. Security..............................................58 ARTICLE THIRTY-THREE XXX FINANCING...................................60 Section 33.01. XXX Financing.........................................60 EXHIBIT A DESCRIPTION OF LAND EXHIBIT B DESCRIPTION OF 557 LAND EXHIBIT C ELEVATOR LOCATION EXHIBIT D BATHROOM LOCATION EXHIBIT E LANDLORD'S SIGN EXHIBIT F LANDLORD'S LETTER OF CREDIT EXHIBIT G NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT AGREEMENT EXHIBIT H EXISTING ENCUMBRANCES, COVENANTS, AGREEMENTS AND EASEMENTS EXHIBIT I TENANT'S LETTER OF CREDIT SCHEDULE 1 SUBLEASES SCHEDULE 2 ANNUAL RENT
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Certain Miscellaneous Provisions. (a) This Lease (including the Exhibits referred to herein and all supplementary agreements provided for herein) and the Easements Agreement contain the entire agreement between the parties, and except for the Easements Agreement, all prior negotiations and agreements are merged into this Lease. (b) This Lease may not be changed, modified, terminated or discharged, in whole or in part, except by a writing, executed by the party against whom enforcement of the change, modification, termination or discharge is sought. (c) The Article and Section headings or titles in this Lease are inserted for convenience only and are not to be given any effect in its construction. (d) Wherever appropriate in this Lease, personal pronouns shall be deemed to include the other genders and the singular to include the plural. (e) The covenants and agreements contained herein shall inure to and be binding upon Landlord, its successors and assigns, and Tenant, its successors and assigns. (f) Except as expressly set forth herein or in any SNDA, any party succeeding to or acquiring any part of the interest of any party "Landlord" hereunder shall automatically take the same subject to such liability and indebtedness to Tenant as said party "Landlord" may have had under this Lease prior to said successor party's acquisition or succession, subject, however, to any valid defenses or offsets that would have been available to such party "Landlord" under this Lease.
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Certain Miscellaneous Provisions. Sections 15.5 (No Strict Construction; Headings), 15.7 (Performance by Affiliates), 15.8 (Compliance with Applicable Law), 15.9 (Further Actions), 15.10 (Severability), 15.11 (No Waiver), 15.12 (Independent Contractors) and 15.13 (Counterparts) of the A&R Collaboration Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis.
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Related to Certain Miscellaneous Provisions

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

  • Miscellaneous Provision It is hereby understood that, to be entitled to the benefits under this Agreement, the MEMBER hereby waives his/her consent to the disclosure and processing of his/her medical/health information which is determinative for the assessment of his/her coverage and necessary for the treatment of his/her illness. MediCard, its Medical Service Units/Teams and its Accredited Hospitals/Clinics are hereby released from any liability by reason of such disclosure.

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • Miscellaneous Powers The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

  • Miscellaneous Rules 1 The provisions of this Agreement shall not be construed to restrict in any manner any exclusion, exemption, deduction, credit, or other allowances now or hereafter accorded: (a) by the laws of a Contracting State in the determination of the tax imposed by that State; or (b) by any other agreement entered into by a Contracting State.

  • Other Miscellaneous Terms The provisions of Article IX (General Provisions) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

  • Miscellaneous Items Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Line of Credit as may reasonably be requested by Lender.

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • MISCELLANEOUS CLAUSES 18.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. The Parties shall use their respective reasonable endeavours to ensure that the Parties and any necessary Independent Third Party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party to carry the provisions of this Agreement. 18.4. This Agreement shall be binding upon and enure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licensees. 18.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised representative of each Party. 18.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.

  • Miscellaneous Amendments Notwithstanding anything contained herein to the contrary, whenever any of the terms “Leased Premises”, “Demised Premises” or “Premises” (and whether or not capitalized) is used herein, it shall be understood to mean the “premises leased hereby”; and whenever the term “Entire Premises” is used herein (and whether or not capitalized), it shall be understood to mean all of the contiguous land and buildings owned by Landlord at this location, which include the premises leased hereby. The term “Non-leased Premises” shall mean the Entire Premises less the Leased Premises.

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