Construction of Release Sample Clauses

Construction of Release. In the event that one or more of the provisions contained in this Release shall for any reason be held unenforceable in any respect under the law of any state of the United States, such unenforceability shall not affect any other provision of this Release, but this Release shall then be construed as if such unenforceable provision or provisions had never been contained herein. This Release shall be governed under the laws of the Commonwealth of Pennsylvania, without reference to choice of law principles and the state and federal courts of the Commonwealth of Pennsylvania shall be the sole jurisdiction in which to resolve any disputes arising out of this Release.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Construction of Release. This Release shall be construed as a whole in accordance with its fair meaning and in accordance with the laws of the State of New Jersey. The terms of this Release have been negotiated by attorneys for the Released Persons and Claimant and the language of the Release shall not be construed in favor of or against anyone. The headings used herein are for reference only and shall not affect the construction of this Release.
Sample 1Sample 2
Construction of Release. This Release shall be construed as a whole in accordance with its fair meaning and in accordance with the laws of the State of Illinois. The terms of this Release have been negotiated by attorneys for the Released Persons and Claimant and the language of the Release shall not be construed in favor of or against anyone. The headings used herein are for reference only and shall not affect the construction of this Release.
Sample 1Sample 2
Construction of Release. In the event that one or more of the provisions contained in this Release shall for any reason be held unenforceable in any respect under the law of any state of the United States, such unenforceability shall not affect any other provision of this Release but this Release shall then be construed as if such unenforceable provision or provisions had never been contained herein. This Release shall be governed under the laws of the State of New York, without reference to choice of law rules. The parties consent to the sole jurisdiction of the state and federal courts of the State of New York. Datatec hereby designates Xxxxx Xxxx & Xxxxxxxx as its agent for purposes of service of process and waives any defenses based upon lack of jurisdiction, forum non conveniens, or insufficiency of process.
Sample 1
Construction of Release. This Release is the product of negotiations between counsel for the respective Parties. As such, the language of all parts of this Release shall be construed as a whole, according to its fair meaning, and not strictly for or against any of the Parties. It is agreed that this Release shall be construed with the understanding that both Parties were responsible for drafting it.
Sample 1
Construction of Release. Executive has been represented by, or had the opportunity to be represented by, counsel in connection with the negotiation and execution of this Release. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Release.
Sample 1
Construction of Release. This Release shall be construed as a whole in accordance with its fair meaning and in accordance with the laws of the State of California. The headings used herein are for reference only and shall not affect the construction of this Release.
Sample 1
AutoNDA by SimpleDocs
Construction of Release. This Release has been negotiated by the respective parties hereto and their attorneys and the language hereof will not be construed for or against either party. A reference to a Section or an exhibit will mean a Section in, or exhibit to, this Release unless otherwise explicitly set forth. The titles and headings herein are for reference purposes only and will not in any manner limit the construction of this Release which will be considered as a whole.
Sample 1
Construction of Release. This Release is a negotiated agreement and will be construed without regard to the identity of the persons who drafted the provisions thereof. Every provision of this Release will be construed as though all Parties participated equally in the drafting thereof Any legal rule of construction that a document is to be construed against the drafting Party will not apply and is waived. No use of trade or other regular practice or method of dealing between the Parties will modify, interpret, supplement, or alter in any manner this Release. Terms used, whether defined or not, include the singular and the plural, and vice versa. Whenever the context may require, any pronoun will include the corresponding masculine, feminine, and neuter forms. The words, "includes" and "including," will be deemed followed by the phrase, "without limitation." The conjunctive will be deemed to include the disjunctive and vice versa where required to provide the broadest interpretation of the covenants contained in this Agreement.
Sample 1

Related to Construction of Release

  • Execution of Release This Release may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Release. PLEASE READ THIS RELEASE AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS RELEASE CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.

  • Certification of Release The Company named below hereby certifies to Morgan Stanley Mortgage Capital Inc. that, as of the date and time of txx xxxe xx xxx above-mentioned Mortgage Loans to Morgan Stanley Mortgage Capital Inc. the security interests in the Mortxxxx Xoxxx xxxeased by the above-named financial institution comprise all security interests relating to or affecting any and all such Mortgage Loans. The Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. _______________________________ By:____________________________ Title:_________________________ Date:__________________________ Exhibit G EXHIBIT G FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT ------------------------------------------- On this ___ day of ____________, ________, _______________ ("Seller"), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, ____ (the "PPTA"), and (ii) that certain Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of _________, ____ (the "Purchase Agreement"), does hereby sell, transfer, assign, set over and convey to Morgan Stanley Mortgage Capital, Inc. ("Purchaser") as the Purchaser unxxx xxe Xxxxxxents (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the "Mortgage Loans"), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the "Agreements" herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SIGNATURE PAGE FOLLOWS] ______________________________ By: __________________________________ Name: ________________________________ Title: _______________________________ Accepted and Agreed: MORGAN STANLEY MORTGAGE CAPITAL INC. By:______________________________ Xxxx: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS ------------------ EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE ------------------------------------------------------- Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a FICO Score of less than ___; or (4) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES ----------------------- Exhibit H EXHIBIT H UNDERWRITING GUIDELINES ----------------------- Exhibit I EXHIBIT I FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT -------------------------------------------- THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] ("Agreement"), among Morgan Stanley Mortgage Capital Inc. ("Assignor"), [____________________] ("Xsxxxxxx") and [SELLER] (the "Company"): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

  • Construction of Agreement The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

  • Commencement and Completion of Construction Subject to Unavoidable Delays, Developer shall cause construction of the Minimum Improvements to be undertaken and completed: (i) by no later than June 1, 2020; or (ii) by such other date as the parties shall mutually agree upon in writing. Time lost as a result of Unavoidable Delays shall be added to extend this date by a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the Minimum Improvements shall be in conformity with the Construction Plans approved by the building official or any amendments thereto as may be approved by the building official. Developer agrees that it shall permit designated representatives of the City, upon reasonable notice (which does not have to be written), to enter upon the Development Property during the construction of the Minimum Improvements to inspect such construction and the progress thereof.

  • Amendment of Release Schedule The new release schedule will apply 10 days after the Escrow Agent receives a certificate signed by a director or officer of the Issuer authorized to sign (a) stating that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition; (b) stating that the release schedule for the Issuer’s escrow securities has changed; (c) stating that the Issuer has issued a news release at least 10 days before the first release date under the new release schedule and specifying the date that the news release was issued; and (d) specifying the new release schedule.

  • COMPLETION OF AGREEMENT This document comprises the entire agreement between the District and the Association in the matters lawfully within the scope of negotiation. Neither party shall have any obligation to meet and negotiate during the term of this agreement.

  • Completion of Construction Within 60 days of the completion of construction of the Project, Project Owner shall deliver to DoD copies of the FAA form 7460-2 for each ASN, including the final coordinates for each turbine erected.

  • Prevention of and release from arrest Each Borrower shall promptly discharge: (a) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, the Earnings or the Insurances; (b) all taxes, dues and other amounts charged in respect of the Ship owned by it, the Earnings or the Insurances; and (c) all other outgoings whatsoever in respect of the Ship owned by it, the Earnings or the Insurances, and, forthwith upon receiving notice of the arrest of the Ship owned by it, or of its detention in exercise or purported exercise of any lien or claim, that Borrower shall procure its release by providing bail or otherwise as the circumstances may require.

  • CONSTRUCTION OF PREMISES A. Lessor agrees that it will supply, at its own expense, its standard office space, as more particularly described and set forth on Exhibit “B” annexed hereto and made a part hereof (“Lessor’s Work”). /s/ Lessor /s/ Lessee B. Lessee agrees to perform, at its own cost and expense, all work other than Lessor’s Work, including without limitation that work, as particularly described in Exhibit “E” annexed hereto (“Lessee’s Work”), which is necessary to make the Premises conform with Lessee’s plans as approved by Lessor. Within thirty (30) days after the execution of this Lease, Lessee shall furnish to Lessor, for Lessor’s written approval, plans and specifications for the Lessee’s Work, showing a layout, lighting plan, fixturing plan, interior finish and material samples, and any work or equipment to be done or installed by Lessee affecting any structural, mechanical or electrical part of the Premises or the Building. Failure to provide same within said thirty (30) day period shall constitute a default by Lessee under this Lease. Lessor’s failure to disapprove of Lessee’s plans within fifteen (15) days of receipt shall constitute acceptance by Lessor of such plans. Design elements as aforesaid will be displayed in color renderings in such detail as may be sufficient for Lessor’s needs. It is the purpose of this requirement that Lessee’s Premises be fixtured, designed and laid out so as not to be a detriment to the other tenants in the Building and that Lessee’s Work shall not be detrimental to the Building or other tenants therein, and Lessor’s approval of the plans and specifications as aforesaid for Lessee’s Work shall be at the Lessor’s sole discretion. Lessee agrees and acknowledges that all Lessee’s Work, improvements, alterations or additions performed by Lessee (hereinafter collectively “Alterations”) whether pursuant to this Section or otherwise, shall be carried out in compliance with all Requirements and is performed and accomplished solely for the benefit and convenience of Lessee, and not for the benefit of Lessor, such Alterations being nevertheless subject to each and every of the provisions of this Lease,.

  • Commencement of Construction Construction of the Project will start within thirty (30) days after notification to the Developer by the Owner, or as soon thereafter as weather and ground conditions permit.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!