Appears in 2483 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement, Vendor Agreement

Appears in 583 contracts

Samples: Tips Vendor Agreement, Notice Regarding, Vendor Agreement

Appears in 354 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement, Tips Vendor Agreement

Appears in 238 contracts

Samples: Tips Vendor Agreement, General Information, Tips Vendor Agreement

Appears in 128 contracts

Samples: Tips Vendor Agreement, Vendor Agreement, Tips Vendor Agreement

Appears in 82 contracts

Samples: General Information, General Information, Tips Vendor Agreement

Appears in 63 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement, Vendor Agreement

Appears in 30 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement, Vendor Agreement

Appears in 5 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement, Vendor Agreement

Force Majeure. If Except for payment obligations, if by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

Appears in 2 contracts

Samples: Vendor Agreement, Tips Vendor Agreement

Force Majeure. If by reason of causes beyond its control (“Force Majeure”), including but not limited to an act of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts of terrorism, epidemic, pandemic, orders or restraints of any kind of the government of the United States or any state or any of their departments agencies or officials or any other civil governmental, military or judicial authority, war, blockage, insurrection, riot, sudden action of the elements, fire, explosion, flood, earthquake, storms, drought, landslide, or explosion or nuclear emergency, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement (other than payment obligations) then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

Appears in 2 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement

Appears in 2 contracts

Samples: Tips Vendor Agreement, Tips Vendor Agreement

Appears in 2 contracts

Samples: Vendor Agreement, Tips Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and ~~full particulars~~ cause of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. ⦁ Remedies The parties shall be entitled to exercise any right or remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the ESC Region 15/791 PURCHASING COOPERATIVE to a binding arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, be subject to mediation at the request of either party. Non- binding mediation shall be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator’s fee and any associated filing fee equally. Mediation shall be held in Xxx Xxxxx County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the Region 15 ESC Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. ⦁ Choice of Law ~~The Agreement between the Vendor and TIPS/ESC Region 8~~ This agreement and any addenda or other additions and all contracts or awards resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. ⦁ Jurisdiction (Venue~~, Jurisdiction~~ ) and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract ~~issued by TIPS~~ resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in ~~Camp~~ Xxx Xxxxx County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. ~~Venue~~ ⦁ Alternative Dispute Resolution Prior to filing of litigation, the parties may select non-binding mediation as a method of conflict resolution for issues arising out of or relating to this procurement process or any ~~dispute~~ contract resulting from or any contemplated transaction. The parties agree that if non-binding mediation is chosen as a resolution process, ~~other than litigation, between TIPS~~ the parties must agree to the chosen mediator(s) and ~~the Vendor~~ that all mediation venue shall be ~~located~~ at a location in ~~Camp or~~ Xxx Xxxxx County, ~~Texas.~~Texas or agreed by the parties. The parties agree to share equally the cost of the mediation process and venue cost. ⦁ Acts or Omissions The successful vendor will be expected to indemnify and hold harmless the ESC Region 15/791 PURCHASING COOPERATIVE, its officers, employees, agents, representatives, contractors, assignees and designees from and against any and all liability, actions, claims, demands or suits, and all related costs, attorney's fees and expenses arising out of, or resulting from any acts or omissions of the vendor or its agents, employees, subcontractors, or suppliers in the execution or performance of any agreements ultimately made by ESC Region 15/791 PURCHASING COOPERATIVE and the vendor. ⦁ Contract Governance Any contract made or entered into by the ESC Region 15/791 PURCHASING COOPERATIVE is subject to and is to be governed by Section 271.151 et seq, Tex Loc Gov't Code. Otherwise, ESC Region 15/791 PURCHASING COOPERATIVE does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. ⦁ Supplemental Agreements The 791 PURCHASING COOPERATIVE Member entity participating in the 791 PURCHASING COOPERATIVE Agreement and awarded vendor may enter into a separate supplemental agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement or contract developed as a result of this Agreement is exclusively between the participating entity and awarded vendor. 791 PURCHASING COOPERATIVE, its agents, 791 PURCHASING COOPERATIVE Members and employees shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement. If a vendor submitting a Proposal requires 791 PURCHASING COOPERATIVE and/or 791 PURCHASING COOPERATIVE Member to sign an additional agreement, those agreements shall comply with the award made by 791 PURCHASING COOPERATIVE to the Vendor. Supplemental Vendor’s Agreement documents may not become part of 791 PURCHASING COOPERATIVE’s Agreement with vendor unless and until an authorized representative of 791 PURCHASING COOPERATIVE reviews and approves it. 791 PURCHASING COOPERATIVE permits 791 PURCHASING COOPERATIVE Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor’s 791 PURCHASING COOPERATIVE Agreement. ⦁ Survival Clause All applicable agreements, contracts, software license agreements, warranties or service agreements that were entered into between Vendor and 791 PURCHASING COOPERATIVE or the 791 PURCHASING COOPERATIVE Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All Orders, Purchase Orders issued or contracts executed by 791 PURCHASING COOPERATIVE or a 791 PURCHASING COOPERATIVE Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. ⦁ Smoking Persons working under Agreement shall adhere to the 791 PURCHASING COOPERATIVE Member’s or local smoking statutes, codes or policies. ⦁ Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this Agreement, a successor in interest must guarantee to perform all obligations under this Agreement. A simple change of name agreement will not change the Agreement obligations of awarded vendor. ⦁ Licenses Awarded vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded vendor. Awarded vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. 791 PURCHASING COOPERATIVE and its Members reserves the right to stop work and/or cancel Agreement of any awarded vendor whose license(s) expire, lapse, are suspended or terminated subject to a 30- day cure period unless prohibited by applicable statue or regulation. ⦁ 791 PURCHASING COOPERATIVE Member Purchasing Procedures Purchase orders or their equal are issued by participating 791 PURCHASING COOPERATIVE Member to the awarded vendor and should indicate on the order that the purchase is per the applicable 791 PURCHASING COOPERATIVE Agreement number. Orders are typically emailed to 791 PURCHASING COOPERATIVE at xxxxx@000XXXX.xxx ⦁ Awarded vendor delivers goods/services directly to the participating member. ⦁ Awarded vendor invoices the participating 791 PURCHASING COOPERATIVE Member directly. ⦁ Awarded vendor receives payment directly from the participating member. ⦁ Awarded vendor reports sales monthly to 791 PURCHASING COOPERATIVE (unless prior arrangements have been made with 791 PURCHASING COOPERATIVE for an alternative submission schedule). ⦁ Incorporation of Solicitation The 791 Purchasing Cooperative Solicitation, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, that resulted in the execution of this agreement are hereby incorporated by reference into this agreement as if copied verbatim. ⦁ Registered sex offender restrictions For work to be performed at schools, awarded vendor agrees that no employee of a sub- contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the 791Purchasing Cooperative Member. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the 791 Purchasing Cooperative Member’s discretion. Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. ⦁ Safety measures Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. ⦁ Insurance Requirements

Appears in 1 contract

Samples: Agreement

Force Majeure. If In the event that Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of ~~Force Majeure~~strikes, ~~either party hereto~~ lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws, regulations, orders or decrees, riots, insurrection, war, acts of God, inclement weather, or other reason beyond such party's reasonable control, then performance of such act shall be ~~rendered unable wholly or in part to carry out its obligations under this Agreement then~~ excused for the period of the delay and the period for the performance of any such ~~party~~ act shall ~~give notice and full particulars of Force Majeure in writing~~ be extended for a period equivalent to the period of such delay; provided that nothing contained in this Section 31 shall excuse, delay or otherwise apply to the Tenant's obligation to pay rent or any other ~~party within a reasonable time after occurrence of the event~~ monetary obligation hereunder. Dispute Resolution. Any and all disputes or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement controversies between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding parties arising out of or relating to this ~~procurement process or any contract issued by TIPS resulting from or any contemplated transaction~~ Lease which cannot be resolved on an amicable basis shall be ~~brought~~ finally settled by binding arbitration. Such arbitration shall be in ~~a court of competent jurisdiction in Camp County, Texas and each~~ accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator selected as provided in said Rules. To the extent permitted by said rules, the arbitrator shall have liberal discretion to order specific performance of a party's obligations under this Agreement, so long as such specific performance would not impose undue economic hardship on the breaching party. Unless otherwise agreed by the parties, all arbitration proceedings shall be held in Waterbury, Vermont. Any decision rendered in such an arbitration proceeding shall be final and binding on the parties ~~irrevocably submits to the exclusive jurisdiction of said court~~ and shall be enforceable in any ~~such proceeding~~court having jurisdiction over the parties. ACKNOWLEDGMENT OF ARBITRATION The parties understand that this Agreement contains an agreement to arbitrate. After signing this Agreement, ~~waives any objection it may now or hereafter have to venue or to convenience of forum, agrees~~ the parties understand that ~~all claims in respect of the Proceeding shall~~ they will not be ~~heard and determined only in any such court, and agrees not~~ able to bring a lawsuit concerning any ~~proceeding arising out~~ disputes that may arise which is covered by such an agreement to arbitrate, unless it involves a question of constitutional or ~~relating to this procurement process or any contract resulting from or any contemplated transaction in any other court~~civil rights. ~~The~~ Instead, the parties agree ~~that either~~ by this Agreement to submit any covered dispute to an impartial arbitrator or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texasarbitrators.

Appears in 1 contract

Samples: Lease Agreement (Green Mountain Coffee Roasters Inc)

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Force Majeure. If by reason of Force Majeure, either party ~~hereto shall~~ heretoshall be ~~rendered unable~~ renderedunable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the ~~obligation of the party giving such notice~~obligationofthepartygivingsuchnotice, ~~so far as it~~ sofarasit is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from ~~this procurement~~ thisprocurement process, ~~however described~~howeverdescribed, ~~shall be governed~~ shallbegoverned by, construed ~~and enforced in accordance~~ andenforced inaccordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably ~~to waive~~ towaive any objections to ~~venue or~~ venueor to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Tip5 Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Force Majeure. If by reason of Force ~~Majeure~~Majeure (including any act, order, rule or regulation of any court, government agency or public authority; act of god, civil unrest; travel warning [including but not limited to a travel warning issued by the World Health Organization or Center for Disease Control]; natural disaster; weather inhibiting access to the primary arrival airport; an act or condition inhibiting the impacted party’s attendees from travelling to the event or engagement; or any other similar or dissimilar event beyond the impacted party’s reasonable control), either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

Appears in 1 contract

Samples: Tips Vendor Agreement

Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas. Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded Vendor under this Agreement when the TIPS Member desires goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email, fax, or in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS Member's request as soon as possible, but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor's Resellers as Related to This Agreement Vendor's Named Resellers ("Resellers") under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor's Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and correspondence related to the requesting TIPS Member's order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the VendoHs response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor's letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX,00000 And by an email sent to xxxx@xxxx-xxx.xxx Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate Automobile Liability $300,000 Includes owned, hired & non-owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability When the Vendor or its subcontractors are liable for any damages or claims, the Vendor's policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; Vll or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at xxxxxx@xxxxxxx.xxx. Should a TIPS Member send an order directly to the Vendor, it is the Vendor's responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Vendor Agreement

Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding against TIPS arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or ~~Xxxxx~~ Titus County, Texas. Any proceeding brought against a TIPS Member entity by the Vendor shall be governed by the jurisdiction of the TIPS Member/Customer entity unless otherwise agreed in writing between Discovery Education and the TIPS Member. This clause supersedes any other clause in any other document unless the TIPS Member DocuSign Envelope ID: 9975BA3B-DDEC-4A8D-927D-A16F50C1389A expressly agrees otherwise. Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded Vendor under this Agreement when the TIPS Member desires goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email, fax, or in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS Member’s request as soon as possible, but must make contact with the TIPS Member within five working days. Status of TIPS Members as Related to Vendors Contract Information TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller as the law allows. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserve the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same, and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign‐terrorist.pdf DocuSign Envelope ID: 9975BA3B-DDEC-4A8D-927D-A16F50C1389A You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non‐compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Pittsburg, TX,75686 And by an email sent to bids@tips‐xxx.xxx Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate Automobile Liability $300,000 Includes owned, hired & non‐owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A‐; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non‐renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips‐ xxx.xxx. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. DocuSign Envelope ID: 9975BA3B-DDEC-4A8D-927D-A16F50C1389A • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Appears in 1 contract

Samples: Vendor Agreement

Force Majeure. ~~If by reason~~ Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of ~~Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out~~ its obligations under this Agreement ~~then~~ because of bona fide circumstances beyond its control (other than as a result of financial incapacity of the Trustee) and not caused by an act or omission of the Trustee, in the nature of any government act, restrictions, act of God, flood, fire, war, terrorism, earthquake, regulation or control, inability to obtain labor or materials, lack or shortage of Gold Bullion , inability to obtain Gold Bullion due to market demand or market shortage, flood, embargo, sabotage, explosion, bank failure, insurrection, civil commotion, riot, general internet or wireless communication or power failure, or labor shortage or dispute that, in any case, causes such party ~~shall give notice and full particulars~~ to be unable to fulfill or to be delayed or restricted in the fulfillment of ~~Force Majeure~~ any duty or obligation arising in ~~writing to~~ connection with the ~~other party within a reasonable time after occurrence~~ offering of Gold Deposit Receipts. Section 5.5 Obligations of the ~~event or cause relied upon~~Initial Depositor, the Trustee, and the ~~obligation~~ Placement Agent. (a) None of the Initial Depositor, the Placement Agent or the Trustee assumes any obligation nor shall it be subject to any liability under this Trust Agreement to any Owner, Authorized Participant or other beneficial owner of a beneficial interest in a Gold Deposit Receipt (including, without limitation, liability with respect to the validity or worth of the Gold Bullion), except that each agrees to perform its respective duties and obligations specifically set forth in this Agreement without gross negligence, willful misconduct or bad faith. (b) None of the Initial Depositor, the Placement Agent or the Trustee shall be under any obligation to prosecute any action, suit or other proceeding in respect of the Gold Bullion or in respect of the Gold Deposit Receipts. Neither the Initial Depositor nor any person who is not a “United States person” under Section 7701(a)(30) of the Code shall control any decision concerning whether to compromise, arbitrate, or abandon claims of the Trust or whether to xxx on behalf of the Trust or to defend suits against the Trust. (c) None of the Initial Depositor, the Placement Agent or the Trustee shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, the Calculation Agent, any Owner, Authorized Participant or any other person (including the Initial Depositor, the Placement Agent and the Calculation Agent, in the case of the Trustee), believed by it in good faith to be competent to give such advice or information. 16 (d) (i) The Trustee shall not be liable for any acts or omissions made by a successor Trustee whether in connection with a previous act or omission of the Trustee or in connection with any matter arising wholly after the resignation or removal of the Trustee, provided that in connection with the issue out of which such potential liability arises the Trustee performed its obligations without gross negligence or bad faith while it acted as Trustee. (ii) The Placement Agent is authorized to negotiate the terms of any Authorized Participant Agreement and shall have no liability for any loss or damage incurred by the Trust resulting from any such agreement negotiated in good faith. The Trustee shall have no liability with respect to the negotiation of the terms of any Authorized Participant Agreement or the form of any Authorized Participant Agreement. The terms of an Authorized Participant Agreement shall not adversely affect the duties, rights and responsibilities of the Trustee unless the Trustee expressly consents thereto. (e) The Trustee, the Initial Depositor and the Placement Agent shall have no obligation to comply with any direction or instruction from any Owner, Authorized Participant or other beneficial owner of a beneficial interest in a Gold Deposit Receipt, except to the extent specifically provided in this Agreement. (f) The Trustee shall not be a fiduciary under this Agreement and does not have any obligation towards or relationship of agency or trust for or with any of the Initial Depositor, the Placement Agent, the Calculation Agent or the Authorized Participants or other beneficial owners of the Gold Deposit Receipts. Nothing contained herein shall eliminate the implied contractual covenants of good faith and fair dealing. (g) The Trustee agrees to perform its duties under this Agreement in good faith, but only upon the express terms of this Agreement. Neither the Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including law fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. (h) The Trustee shall take such action or refrain from taking such action under this Agreement as shall be expressly required by this Agreement or as it may be directed in writing by the Placement Agent from time to time; provided, however, that the Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party ~~giving~~ or is otherwise contrary to law or the policies of the Trustee. If at any time the Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Trustee may deliver a notice to the Initial Depositor or the Placement Agent requesting written instructions as to the course of action desired by the Initial Depositor or the Placement Agent and such instructions shall constitute full and complete authorization and protection for actions taken by the Trustee in reliance thereon. If the Trustee does not receive such instructions within ten (10) Business Days after it has delivered to the Initial Depositor or the Placement Agent such notice requesting instructions, or such shorter period of time as may be set forth in such notice, ~~so far~~ it shall refrain from taking any action with respect to the matters described in such notice. 17 (i) The Trustee shall not be personally liable to any Person under any circumstances in connection with any of the transactions contemplated by this Agreement, except that such limitation shall not relieve the Trustee of any personal liability it may have to the Trust or the beneficial owners for the Trustee's own bad faith, willful misconduct or gross negligence in the performance of its express duties under this Agreement. In particular, but not by way of limitation of the foregoing: (i) The Trustee shall not be personally liable for any error of judgment made in good faith by any of its officers or employees; (ii) No provision of this Agreement shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder; (iii) Under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness of the Initial Depositor, the Placement Agent or the Trust; (iv) The Trustee shall not be personally liable for or in respect of the validity or sufficiency of this Agreement or of any of the Transaction Documents or for the due execution hereof by any Person other than the Trustee or for the value of the Trust property; (v) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document; (vi) All funds deposited with the Trustee hereunder may be held in a non-interest bearing trust account and the Trustee shall not be liable for any interest thereon; and (vii) The Trustee shall not be personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of the Mint, any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (j) The Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any Person as ~~it is affected~~ conclusive evidence that such resolution has been duly adopted by such ~~Force Majeure~~body and that the same is in full force and effect. As to any fact or matter, ~~shall be suspended during~~ the ~~continuance~~ Trustee may for all purposes hereof rely on a certificate, signed by any director, the president, any vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the ~~inability then claimed, except as hereinafter provided, but for no longer period~~relevant party, and such ~~party~~ certificate shall ~~endeavor~~ constitute full protection to ~~remove~~ the Trustee for any action taken or ~~overcome~~ omitted to be taken by it in good faith in reliance thereon. 18 (k) In the exercise or administration of the trusts hereunder, the Trustee (i) may act directly or, at the expense of the Initial Depositor or the Placement Agent, through agents or attorneys, and the Trustee shall not be liable for the default or misconduct of such ~~inability~~ agents or attorneys selected by it in good faith and without gross negligence; and (ii) may, at the expense of the Initial Depositor or the Placement Agent, consult with ~~all reasonable dispatch. Choice of Law The Agreement between~~ counsel, accountants and other experts, and the ~~Vendor and TIPS/ESC Region 8 and any addenda~~ Trustee shall not be liable for anything done, suffered or ~~other additions resulting from this procurement process, however described, shall be governed by, construed and enforced~~ omitted in good faith by it in accordance with the ~~laws~~ advice or opinion of any such counsel, accountants, or other experts selected by it in good faith and without gross negligence. (l) Except as expressly provided in this Section, in accepting the trusts hereby created, the Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the ~~State~~ transactions contemplated by this Agreement shall look only to the Trust property for payment or satisfaction thereof. (m) The Delaware Trustee shall be entitled to the same rights, protections, indemnities, limitations, immunities and exculpations as the Trustee hereunder. (n) The Trustee shall be entitled to conclusively rely as to the identities of ~~Texas, regardless~~ the Authorized Participants on any list of ~~any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating~~ Authorized Participants provided to the Trustee by the Initial Depositor whether as an exhibit to this ~~procurement process~~ Agreement, as information provided to the Trustee on the Website or ~~any contract issued by TIPS resulting from or any contemplated transaction~~ as a separate right. The Trustee shall be ~~brought~~ protected in so relying. (o) The Trustee shall not be required to prepare or file any document required by the Exchange Act of 1934, as amended to be filed with the Securities and Exchange Commission in connection with the Trust. Section 5.6 Resignation or Removal of the Trustee; Appointment of Successor Trustee. (a) Upon the giving of thirty (30) days’ notice to the parties hereto, the Trustee may at any time resign as trustee hereunder. (b) The Placement Agent, after consultation with the Initial Depositor, may at any time remove the Trustee in its discretion by written notice delivered to the Trustee in the manner provided in Section 7.5. (c) In case at any time the Trustee acting hereunder resigns or is removed, the Placement Agent acting on behalf of the Owner, shall use its reasonable efforts to appoint a successor Trustee, which shall be a Qualified Bank, within thirty (30) days. If no successor Trustee shall have been appointed within such thirty (30) day period, the Placement Agent, or the Trustee, at the expense of the Initial Depositor, may apply to a court of competent jurisdiction for the appointment of a successor Trustee. Every successor Trustee shall execute and deliver to its predecessor, the Initial Depositor and the Placement Agent an instrument in ~~Camp County~~writing accepting its appointment hereunder, ~~Texas~~ and ~~each~~ thereupon such successor Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. Any such successor Trustee shall promptly mail notice of the ~~parties irrevocably submits~~ appointment of such successor Trustee to the ~~exclusive jurisdiction~~ Owners. 19 (d) The Delaware Trustee may resign upon thirty (30) days’ prior notice to the Initial Depositor and the Placement Agent. Upon the receipt of ~~said court in any~~ a notice of resignation or removal, the Placement Agent, after consultation with the Initial Depositor, shall promptly appoint a substitute or successor Trustee or Delaware Trustee. If no successor Delaware Trustee shall have been appointed within such ~~proceeding~~thirty (30) day period, ~~waives any objection it may now~~ the Placement Agent or ~~hereafter have to venue or to convenience of forum, agrees that all claims in respect~~ the Delaware Trustee at the expense of the ~~Proceeding~~ Initial Depositor, may apply to a court of competent jurisdiction for the appointment of a successor Trustee hereunder. Every successor Delaware Trustee appointed hereunder shall execute and file a certificate of amendment to the certificate of trust if required by the Act. (e) Any corporation into which the Trustee or the Delaware Trustee may be merged, consolidated or converted in a transaction in which the Trustee is not the surviving corporation, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee or Delaware Trustee (including this transaction) shall be ~~heard and determined only in~~ the successor of the Trustee or the Delaware Trustee, as the case may be, without the execution or filing of any ~~such court, and agrees not to bring any proceeding arising out of or relating to this procurement process~~ document or any ~~contract resulting from~~ further act provided that the Delaware Trustee shall file an amendment to the Certificate of Trust if required by the Act. During the 90-day period following the effectiveness of a merger, consolidation or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to conversion described in the ~~first sentence~~ immediately preceding sentence, the Initial Depositor may, by 30 days prior written notice to the Trustee, remove the Trustee and designate a successor Trustee in compliance with the provisions of ~~this~~ Section ~~may be served on any party anywhere in the world~~5.6(c). ~~Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.~~Section 5.7

Appears in 1 contract

Samples: Depositary Trust Agreement

Appears in 1 contract

Samples: Vendor Agreement

Force Majeure. If No party to this Indenture (or its affiliates) shall incur any liability to any other party to this Indenture or to any Unit Holder, if, by reason of ~~Force Majeure~~any current or future law or regulation thereunder of the federal government or any other governmental authority, ~~either party hereto shall be rendered unable wholly~~ or ~~in part to carry out~~ by reason of any act of God, war or other circumstance beyond its ~~obligations under this Agreement then~~ control, such party is prevented or forbidden from doing or performing any act or thing required by the terms hereof to be done or performed; nor shall ~~give notice and full particulars of Force Majeure in writing~~ any party to ~~the~~ this Indenture incur any liability to any other party ~~within a reasonable time after occurrence~~ to this Indenture or any Unit Holder by reason of any non-performance or delay caused as aforesaid in the performance of any act or thing required by the terms hereof to be done or performed. ORGANIZED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF TEXAS MANDATORY DIVESTITURE PROVISIONS AND CERTAIN DEFINITIONS [PORTRAIT] THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK OR CHICAGO, ILLINOIS UNITS CUSIP 798241 10 5 CERTIFICATE FOR UNITS OF BENEFICIAL INTEREST IN SAN JUAN BASIN ROYALTY TRUST TOTAL UNITS OF BENEFICIAL INTEREST CREATED BY, ISSUED UNDER AND SUBJECT TO THE ROYALTY TRUST INDENTURE DATED AS OF NOVEMBER 1, 1980 FOR THE SAN JUAN BASIN ROYALTY TRUST THIS CEXXXXIES THAT IS THE OWNER OF FULLY PAID AND NON ASSESSABLE UNITS of Beneficial Interest ("Units") in that certain Trust, known and designated as the San Juan Basin Royalty Trust, created xxx established under the terms of the ~~event or cause relied upon~~above referenced Royalty Trust Indenture by and between Burlington Resources Oil & Gas Company, a Delaware corporation having its principal office in Houston, Texas, (as successor to Southland Royalty Company), as Trustor, and ~~the obligation of the party giving such notice~~TexasBank, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with a banking association organized under the laws of the State of Texas with a trust office in Fort Worth, Texas (as successor to Bank One, N.A., which was the successor to The Fort Worth National Bank) as Trustee, a duplicate original of which Royalty Trust Indenture is, for the information of all concerned, held by said Trustee at its trust office in Fort Worth, Texas. Said Royalty Trust Indenture is hereby referred to and incorporated as a part of this Certificate for all purposes, ~~regardless~~ and the owner of this Certificate by accepting same consents to and becomes bound by all the terms and provisions of said Royalty Trust Indenture and the provisions herein. The Units represented by this Certificate are transferable on the books of the Trustee by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate, properly endorsed, to the Trustee. This Certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Trustee and the signatures of the duly authorized officers of the Trustee. FILED COUNTERSIGNED AND REGISTERED COMPUTERSHARE INVESTOR SERVICES, LLC TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE AS SUCCESSOR TRUSTEE AUTHORIZED OFFICER AUTHORIZED OFFICER [SEAL] AMERICAN BANK NOTE COMPANY Pursuant to Section 3.15 of the Royalty Trust Indenture, the Trustee may require mandatory divestiture of a Unit holder's Units in the Trust in the event that the Trust or the Trustee is named in certain proceedings which seek the cancellation or forfeiture of any ~~conflict~~ property of the Trust due to the nationality or other status of such Unit holder. See Section 3.15 of the Royalty Trust Indenture for complete details. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws ~~principles~~or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _________ Custodian __________ (Cust) (Minor) under Uniform Gifts to Minors Act__________________________ (State) Additional abbreviations may also be used though not in the above list. ~~Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating~~ NOTICE - The signature to this ~~procurement process~~ assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texaschange whatever.

Appears in 1 contract

Samples: Royalty Trust Indenture (San Juan Basin Royalty Trust)

Appears in 1 contract

Samples: Vendor Agreement

Appears in 1 contract

Samples: Tips Vendor Agreement

Common use of Force Majeure Clause in Contracts