General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement. 6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. 6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein. 6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act. 6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof. 6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts. 6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. 6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements. 6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively. 6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio. 6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 3 contracts
Samples: Master Feeder Participation Agreement (State Street Master Funds), Master Feeder Participation Agreement (State Street Master Funds), Master Feeder Participation Agreement (State Street Master Funds)
General Provisions. 6.1 All notices and (a) The Lender may exercise its rights with respect to the Stock Collateral held hereunder without being obligated to consider or take notice of any right of contribution, reimbursement, subrogation or marshaling of assets which any of the RSi Parties may have or claim to have against any person or persons or with respect to any other communications given collateral. No delay or made pursuant hereto omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or any other right under this Agreement. A waiver on any one occasion shall not be construed as a bar to in writing and or waiver of any right and/or remedy on any future occasion.
(b) The Lender shall have no duty as to the collection or protection of the Stock Collateral held hereunder or of any income thereon, or as to the preservation of any rights pertaining thereto, beyond the safe custody of the Stock Collateral.
(c) The Lender may assign this Agreement and, if assigned, the assignee shall be deemed entitled to have been duly given or made when actually received in person or by faxperformance of all of eRoom's and RSi's obligations and agreements hereunder, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If and the assignee shall also be entitled to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity all of the person to receive notice by providing written notice thereof to all other parties to rights and remedies of the AgreementLender hereunder.
6.2 Unless stated otherwise herein(d) The terms, all costs warranties and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions agreements contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon bind and inure to the benefit of the respective parties hereto andhereto, except as otherwise specifically provided in this Agreement, and their respective legal representatives, successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 (e) This Agreement may not be executed changed orally, but may be changed only by an agreement in writing signed by the parties against whom enforcement of any number waiver, change, modification or discharge is sought.
(f) The provisions of counterparts, all Sections 12.3 and 12.8 of which shall constitute one and the same instrument, and any party hereto may execute Master Agreement are hereby incorporated into this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according reference to the application of the rules of interpretation for arm’s length agreementsfullest extent as if such Sections were set forth in their entirety herein.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 3 contracts
Samples: Master Business Lease Financing Agreement (Eroom System Technologies Inc), Master Business Lease Financing Agreement (Eroom System Technologies Inc), Master Business Lease Financing Agreement (Eroom System Technologies Inc)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity of Offering. Notwithstanding anything to the person to receive notice contrary set forth herein, it is understood and agreed by providing written notice thereof to the parties hereto that all other parties to terms and conditions of that certain engagement letter between the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement Company and the transactions contemplated hereby shall be paid Underwriter, dated February 27, 2024, not otherwise superseded by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation terms of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyeffect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the Trust personally, but shall bind only date first above written. By: Name: Xxxxxxxxx Xx Title: Co-Head of Investment Banking XX Xxxxxx LLC [___________] Number of Firm Units: [__________] Class A Ordinary Shares (Or Pre-Funded Warrants1) [__________] Series A Warrants to Purchase Class A Ordinary Shares [__________] 2Series B Warrants to Purchase Class A Ordinary Shares Number of Option Units: [__________] Class A Ordinary Shares (Or Pre-Funded Warrants) [__________] Series A Warrants to Purchase Class A Ordinary Shares [__________] 3 Series B Warrants to Purchase Class A Ordinary Shares Public Offering Price per one Unit: $[____] Underwriting Discount per one Unit: $[____] Exercise price per one Share underlying the trust property of Series A Warrants: $[____] Exercise price per one Share underlying the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed Series B Warrants: $ 0.0001 Proceeds to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.Company per one Unit (before expenses): $[____] per share
Appears in 3 contracts
Samples: Underwriting Agreement (Haoxi Health Technology LTD), Underwriting Agreement (Haoxi Health Technology LTD), Underwriting Agreement (Haoxi Health Technology LTD)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to The effective date of this Agreement may change is January 1, 1999. On and after this date, one hundred percent (100%) (hereinafter referred to as the identity “Reinsured Percentage”) of the person Insurer’s liability (hereinafter referred to receive notice by providing as “Underlying Risk”) for the group short term disability insurance policies written notice thereof on or after January 1, 1999 will be ceded to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid reinsured by the party incurring such costs Reinsurer. For group short term disability policies effective prior to January 1, 1999, the Reinsured Percentage shall become one hundred percent (100%) as of that date. Other terms and expenses.
6.3 The headings and captions contained in conditions of this Agreement are as follows:
A) For risks reinsured under this Agreement, the Insurer will use only those policy forms which have been approved by the appropriate regulatory authorities. After the Reinsurer has reviewed and approved copies of these forms, and insurance policies have been accepted by the Policyholder and administered in accordance with the terms of this Agreement, the Reinsurer will be liable to the Insurer for reference purposes only the Reinsured Percentage in accordance with the provisions of the policies reinsured.
B) The Insurer, by executing this Agreement, represents that it is licensed to do insurance business in every state, district or territory of the United States, or the District of Columbia, in which it does business; and shall not affect in any way that it is licensed to write the meaning or interpretation group health and disability insurance policies which are the subject of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 C) This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding represents an exclusive reinsurance arrangement between the parties concerning for short term disability business. All business quoted using rates provided by the subject matter of Reinsurer shall be reinsured under this Agreement and incorporate or supersede all prior negotiations and understandingsAgreement. There are no covenantsIn the event the Reinsurer declines to accept any policy, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth hereinInsurer may reinsure such policy with another reinsurer.
6.6 Each D) Upon agreement of risk and all of the provisions of this Agreement benefits between Reinsurer and Insurer, any increase in benefit liability resulting from Insurer’s divergence from same shall be binding borne by the Insurer. The Reinsurer does not assume liability for any risk not agreed upon and inure to the benefit which is incurred as a result of the parties hereto anderrors, except as otherwise specifically provided in this Agreementintentional or otherwise, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.policy and/or certificate issued:
Appears in 3 contracts
Samples: Group Short Term Disability Reinsurance Agreement (Symetra Financial CORP), Group Short Term Disability Reinsurance Agreement (Symetra Financial CORP), Group Short Term Disability Reinsurance Agreement (Symetra Financial CORP)
General Provisions. 6.1 All notices Provider and Customer are independent contractors. Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing. Excluding payment obligations, neither party shall have any liability to the other communications given or made pursuant hereto shall to third parties for any failure or delay in writing and shall performing any obligation under this Agreement due to a Force Majeure Event (defined in Section 2.1 hereof). The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to have been duly given be a waiver or made when actually received in person or modification by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either such party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of its rights under this Agreement.
6.4 . If any term or other provision of this Agreement is invalidheld to be unenforceable, illegal in whole or incapable in part, such holding will not affect the validity of being enforced by any rule the other provisions of lawthis Agreement. Customer grants Provider the right to use Customer’s name in its website, or public policypress releases, product brochures and financial reports to indicate that Customer is a Provider client. This Agreement may be executed in counterparts, all other conditions of which shall be considered one and provisions the same agreement. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. No purchase order or any hand-written or typewritten text on a purchase order which purports to modify or supplement the printed text of this Agreement shall nevertheless remain add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by Provider or Customer) are objected to and shall have no force or effect. Nothing in full force and effect so long as the economic this Agreement affects any statutory rights of consumers that cannot be waived or legal substance limited by contract. This Agreement will not create any right or cause of the transactions contemplated hereby is not affected in action for any manner adverse to third-party beneficiary or any other third party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, This Agreement contains the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent entire agreement of the parties as closely as possible in an acceptable manner with respect to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede supersedes all prior negotiations previous communications, representations, understandings and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as with respect to said subject matter. Capitalized terms not otherwise specifically provided defined in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” Schedule shall have the meaning ascribed thereto to them in the 1940 Act.
6.7 This Agreement Agreement. These Support Terms set forth the terms, conditions, and procedures under which maintenance and support ("Support") is offered for the Service during the Term of the Customer’s subscription. Support will consist of: (i) email and portal-based support; (ii) correction of errors to keep the Service in conformance with the Documentation; and (iii) updated versions of the Service provided by Provider to its general customer base of subscribers at no additional charge. Support will not include: (i) set-up, installation, or configuration of hardware and software required for Customer to access the Service; or (ii) consultation, error correction, or research with respect to Customer-created documents and information. The severity level of the problems reported by Customer shall be governed reasonably determined by Provider. Provider will resolve each reported error or issue with the Service by using commercially reasonable efforts to provide: (i) a patch or fix as necessary; or (ii) a reasonable workaround for the error or issue; or, if either (i) or (ii) are not reasonably practicable, a specific action plan regarding how Provider intends to address the reported error or issue and construed an estimate on how long it may take to correct or workaround the error or issue. Customer agrees to use commercially reasonable efforts to assist and provide information to Provider as required to resolve errors or issues with the Services reported by Customer. If a permanent repair cannot be made, a temporary resolution (bypass and recovery) will be implemented to the extent possible. Support covers any issue or problem that is the result of a verifiable, replicable error (Customer will use all reasonable means to verify and replicate) in the Service ("Verifiable Provider Issue"). An error will be a Verifiable Provider Issue if it constitutes a material failure by the Service to function in accordance with the laws Documentation included in the Service. If Technical Support reasonably determines that Customer’s problem is not caused by Provider or its systems, equipment, or software, Provider is not obligated to provide support under this Agreement. Nevertheless, Provider will, if possible, offer suggestions as to how Customer can remedy the problem. If Provider determines that the issue was not the result of a Verifiable Provider Issue, Provider may offer to provide for out of scope professional services at Provider’s then current rates upon its standard terms to address the issue. Technical Support may also determine that Customer’s request is a request for "Additional Support." Additional Support is any assistance not covered above. Examples of Additional Support include substantive questions regarding data or results, requests for Service customization, specialized training regarding use of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterpartsService, all of which shall constitute one and the same instrumentcustom documentation, and any party hereto may execute this Agreement by signing one or more counterpartsconsulting. If Provider believes that it can appropriately and effectively provide the requested services, it will offer do so at its then-current rates upon its standard terms.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
General Provisions. 6.1 All notices (a) To the fullest extent permitted by law, the rights of and restrictions on the Partnership and the Partners hereunder shall be binding on, apply to and govern the operations and acts of all Subsidiaries. The Partners agree to execute and deliver such documents and agreements required to give effect to the foregoing, as may be required or requested by the General Partner.
(b) This Agreement, together with the other communications given or made pursuant hereto shall Transaction Documents, constitutes the entire agreement and understanding of the Partners with respect to in writing the matters covered hereby and shall supersede all previous written, oral or implied agreements, representations, statements, promises and understandings between them with respect to such matters.
(c) This Agreement shall be deemed to have been duly given or made when actually received in person or by faxbinding upon, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If and inure to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxbenefit of, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and their respective permitted successors and assigns.
(d) The validity, interpretation and enforcement of this Agreement shall be governed by the identity laws of the person State of Delaware without regard to receive notice by providing written notice thereof to all other parties its principles of conflicts of law.
(e) Each Partner hereby submits to the exclusive jurisdiction of any United States Federal court sitting in New York County or New York State Court located in New York County in any action or proceeding arising out of or relating to this Agreement.
6.2 Unless stated otherwise herein(f) EACH OF THE PARTNERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.
(g) Subject to Section 23(e), if any provision in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the extent it can be so enforced and such determination shall not affect the remaining provisions of this Agreement, all costs of which shall remain in full force and expenses associated with effect.
(h) The failure of any Partner to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or of any other provision, nor in any way affect the validity of this Agreement or the right of any Partner to enforce each and every such provision in the transactions contemplated hereby future. No waiver of any breach of this Agreement shall be paid by the party incurring held to be a waiver of any other or subsequent breach. Any Partner may, at such costs and expensesPartner’s option, waive any provision of this Agreement provided such waiver is in writing.
6.3 (i) The rights and remedies of the Partners set forth in this Agreement are not exclusive and each Partner shall be entitled to all rights and remedies available to such party under applicable legal or equitable principles.
(j) The headings and captions contained of the Sections in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If (k) Whenever the context may require, any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of pronoun used in this Agreement shall nevertheless remain in full force include the corresponding masculine, feminine and effect so long as neuter forms, and the economic or legal substance singular form of nouns, pronouns and verbs shall include the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalidplural, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possibleand vice versa.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 (l) This Agreement may be executed in any number of one or more counterparts, each of which shall be deemed an original against any party who signed such counterpart, but all of which together shall constitute one and the same instrument, . A facsimile or electronic PDF copy of a signature hereto shall be fully effective as if an original.
(m) The Schedules and any party Exhibits annexed hereto may execute or otherwise set forth in the Supplemental Letter are an integral part of this Agreement by signing one or more counterpartsand all references herein to this Agreement shall encompass such Schedules and Exhibits.
6.9 Nothing herein expressed or implied is intended or shall be construed (n) Unless otherwise indicated, all section references are to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty (o) Each Partner hereby agrees and acknowledges that: (i) the General Partner and Roseland Residential Holding, LLC, as a Limited Partner, has retained Seyfarth Xxxx LLP (the “GP Law Firm”), the Rockpoint Preferred Holders, as a Limited Partner, has retained Xxxxxx, Xxxx & Xxxxxxxx LLP (the “RP Law Firm”), in each case, in connection with the drafting of this Agreement, and (ii) each of the General Partner and Roseland Residential Holding, LLC, on the one hand, and the Rockpoint Preferred Holders, on the other hand, expects to continue to retain the GP Law Firm and the RP Law Firm, respectively, in connection with matters involving the Partnership. The other Partners agree that the GP Law Firm may continue to represent MCRC, MCRLP, MCPT, the General Partner, the Partnership and related Affiliates and Subsidiaries. Each of the Partners agrees and waives any present or ambiguity existing herein shall not presumptively be interpreted against any party, but future conflict for such representation. The RP Law Firm shall be interpreted according free to represent the application Rockpoint Preferred Holders and their respective Affiliates in the enforcement of the rules Transaction Documents. Each of interpretation for arm’s length agreements.
6.11 Each party expressly the Rockpoint Preferred Holders agrees and acknowledges the provision that in the Declaration event of Trust a default on the part of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust any of the Trust limiting Rockpoint Preferred Holders, the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf GP Law Firm shall be free to represent each of the Feeder Fund Partners (other than the Rockpoint Preferred Holders) and that no other party shall have any obligation hereunder their respective Affiliates and Subsidiaries in the enforcement of the Transaction Documents. Each Partner has had, and will have, the opportunity to retain its own independent counsel with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable as to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged matters related hereto and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personallyto future matters, but unless otherwise agreed to, shall bind only the trust property pay all its own fees and expenses of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustindependent counsel.
Appears in 3 contracts
Samples: Preferred Equity Investment Agreement (Mack Cali Realty L P), Limited Partnership Agreement (Mack Cali Realty L P), Limited Partnership Agreement (Mack Cali Realty L P)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall (a) The Company will use all reasonable efforts to cause any registration statement referred to in writing Sections 6.1 and shall be deemed 6.2 to have been duly given or made when actually received in person or by faxbecome effective and to remain effective (with a prospectus at all times meeting the requirement of the 1933 Act) until the earlier of 180 days from the effective date of the registration statement and the date the Purchaser completes its distribution of Purchaser's Stock, or three days after being sent by certified or registered United States mailsubject, return receipt requestedhowever, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxCompany's suspension rights set forth in Section 6.7(b). The Company will use all reasonable efforts to effect such qualifications under applicable Blue Sky or other state securities laws as may be reasonably requested by the Purchaser (provided that the Company shall not be obligated to file a general consent to service of process or qualify to do business as a foreign corporation or otherwise subject itself to taxation in any jurisdiction solely for the purpose of any such qualification) to permit or facilitate such sale or other distribution. The Company will cause the Purchaser's Stock to be listed on the principal stock exchange on which the shares of Common Stock are listed.
(b) The Purchaser acknowledges that the Company has previously granted registration rights to other holders of Common Stock and/or other securities issued by the Company that are convertible into or exercisable for shares of Common Stock (collectively, Xxxxx 00 Xxxxxxthe "Other Holders"). The Purchaser further acknowledges that, XX 00000 Attn: Compliance Department If notwithstanding anything to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxxcontrary provided in this Agreement, XX 00000 Attn: Xxxxx Xxxxx Either party the registration rights granted to the Purchaser under this Agreement may change shall, in every case, be subject to the identity rights of the person to receive notice by providing written notice thereof to all other parties Other Holders and, to the Agreement.
6.2 Unless stated otherwise hereinextent, all costs and expenses associated with this Agreement and if any, that any of the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic Article VI conflict or legal substance are inconsistent with any of such rights of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon Other Holders, such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent rights of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating Other Holders shall govern with respect to the subject matter of this Agreement other than those set forth hereinsuch conflict or inconsistency.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series The Purchaser agrees, if requested by the managing underwriter or feeder participant underwriters in an underwritten offering (an "Offering"), not to effect any public sale or distribution of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents securities of the Trust personallyCompany of any class included in such Offering, but including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Offering), during the 15-day period prior to, and during the 90-day period beginning on, the date of pricing of each Offering, to the extent timely notified in writing by the Company or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in the Agreement, the Company's obligation under this Agreement to cause a registration statement and any filings with any state securities commission to be made or to become effective or to amend or supplement such registration statement shall bind only be suspended in the trust property event and during such period as the Company is proceeding with an Offering if the Company is advised by the underwriters that the sale of shares of Purchaser's Stock under such registration statement would have a material adverse effect on the Offering.
(d) Following the effectiveness of a registration statement and the filings with any state securities commissions, the Purchaser agrees that it will not effect any sales of the TrustPurchaser's Stock pursuant to such registration statement or any such filings at any time after it has received notice from the Company to suspend sales (i) as a result of the occurrence or existence of any Suspension Event, as provided in its Declaration of Trustor (ii) so that the Company may amend or supplement such registration statement or such filing. The execution and delivery Purchaser may recommence effecting sales of this Agreement have been authorized the Purchaser's Stock pursuant to the registration statement or such filings following further notice to such effect from the Company, which notice shall be given by the Trustees Company not later than three (3) business days after the conclusion of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither any such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually Suspension Event or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustamendment or supplement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Nutramax Products Inc /De/), Stock Purchase Agreement (Chilmark Partners LLC), Stock Purchase Agreement (Chilmark Partners LLC)
General Provisions. 6.1 All notices (a) This Agreement, together with the Plan, constitutes the entire agreement between the Company and other communications given the Grantee regarding the grant of the Shares.
(b) The Committee may modify this Agreement to bring it into compliance with any valid and mandatory government regulation or made pursuant hereto exchange listing requirement. This Agreement may also be amended by the Committee with the consent of the Grantee. Any such amendment shall to be in writing and signed by the Company and the Grantee.
(c) Nothing contained in this Agreement shall be deemed to have been duly given require the Company and its subsidiaries to continue the Grantee’s relationship as an employee, consultant or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity member of the person Board or to receive notice by providing written notice thereof to all other parties to modify any agreement between the AgreementGrantee and the Company or its subsidiaries relating thereto.
6.2 Unless stated otherwise herein(d) The Committee may from time to time impose any conditions on the Shares as it deems necessary or advisable to ensure that the Plan and this Award satisfy the conditions of Rule 16b-3 of the Securities Exchange Act of 1934, all costs as amended, and expenses associated that Shares are issued and resold in compliance with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expensesSecurities Act of 1933, as amended.
6.3 (e) The headings and captions contained in this Agreement are for reference Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the purposes only and shall not affect in any way the meaning or interpretation intent of this Agreement.
6.4 If any term or other provision (f) Grantee hereby acknowledges receipt of this Agreement is invalid, illegal or incapable a copy of being enforced the Plan and agrees to be bound by any rule of law, or public policy, all other conditions the terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance thereof. The terms of the transactions contemplated hereby is not affected Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding conflict between the parties concerning the subject matter terms of this Agreement and incorporate or the provisions of the Plan, the provisions of the Plan shall be deemed to supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (g) This Agreement shall be governed by by, and construed enforced in accordance with with, the laws of the Commonwealth of Massachusetts Pennsylvania without giving effect regard to the application of the principals of conflicts or choice of law or conflicts of law provisions thereoflaws.
6.8 (h) This Agreement may be executed executed, including execution by facsimile signature, in any number of one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute be deemed to be one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 3 contracts
Samples: Restricted Stock Agreement (Susquehanna Bancshares Inc), Restricted Stock Agreement (Susquehanna Bancshares Inc), Restricted Stock Agreement (Susquehanna Bancshares Inc)
General Provisions. 6.1 All notices 8.1 This Agreement will be governed and construed in accordance with 42 U.S.C. § 1396r-8 and all other communications applicable federal law and regulations as those laws and regulations may be amended from time to time.
8.2 Any notice required to be given or made pursuant hereto shall to the terms and provisions of this Agreement will be in writing and shall will be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified parcel delivery service (UPS, FedEx or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If DHL). Notice to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If will be sent to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to Department Notice Address identified on the first page of this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties Agreement. Notice to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and Manufacturer will be sent to the transactions contemplated hereby shall be paid by Manufacturer Notice Address identified on the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation first page of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced 8.3 Manufacturer agrees to be bound by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance laws of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination State of Iowa and agrees that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon construed and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed interpreted in accordance with the laws of the Commonwealth of Massachusetts Iowa law without giving effect to the choice of law or conflicts of law laws provisions thereof. This provision does not supersede federal law to the extent federal law is applicable and controlling.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 8.4 Nothing herein expressed or implied is intended or shall be construed or interpreted as limiting or otherwise affecting the Department’s or Manufacturer’s ability to confer upon or give any person, other than pursue its rights arising out of the terms and conditions of the Agreement in the event that a dispute between the parties hereto is not otherwise resolved.
8.5 Manufacturer and their successors or assigns, any rights or remedies under or by reason the agents and employees of the Manufacturer in the performance of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall Agreement will act in an independent capacity and not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, as officers, employees or agents of the Trust personallyState of Iowa.
8.6 In the event of a transfer in ownership of Manufacturer, but this Agreement shall bind only be automatically assigned to the trust property new owner subject to the conditions of this Agreement. If this Agreement is assigned by the Manufacturer, pursuant to this section, the Manufacturer shall notify the Department of the Trust, as provided in its Declaration of Trust. The execution new Manufacturer contact information and delivery of this Agreement have been authorized by the Trustees assignee shall be fully responsible for compliance with all terms and conditions of the Trust and Agreement applicable to the Manufacturer.
8.7 Nothing in this Agreement will be construed so as to require the commission of any act contrary to law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. The parties agree to negotiate replacement provisions, to afford the parties as much of the benefit of their original bargain as is possible.
8.8 The Department and Manufacturer declare that this Agreement, including Contracted Products Attachment, contains a total integration of all rights and obligations of both parties. There are no extrinsic conditions, collateral agreements or undertakings of any kind. In regarding this Agreement as the full and final expression of their contract, it is the express intention of both parties that any and all prior or contemporaneous agreements, promises, negotiations or representations, either oral or written, relating to the subject matter and period of time governed by this Agreement which are not expressly set forth herein are to have no force, effect, or legal consequences of any kind.
8.9 The following provisions of this Agreement may be altered by an amendment in writing signed by both parties and approved by the appropriate Department: • Effective Date identified on the first page of this Agreement • Contracted Products Attachment The remainder of this Agreement will not be altered except by an officer amendment in writing signed by both parties and approved by CMS and the Department. Any modification to this Agreement to include non-Medicaid population groups must be authorized by CMS.
8.10 Neither party contemplates any circumstances under which indemnification of the Trustother party would arise. Nevertheless, acting should such circumstances arise, the Manufacturer agrees to indemnify, defend and hold harmless the State of Iowa, its officers, agents and employees from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Manufacturer in the performance of this Agreement.
8.11 Except for transfer in ownership of Manufacturer as suchdescribed in Section 8.6, this Agreement is not assignable by the Manufacturer either in whole or in part without the written consent of the Department, which will not unreasonably be withheld. This Agreement is not assignable by the Department either in whole or in part without the written consent of the Manufacturer, which will not unreasonably be withheld.
8.12 Performance under this Agreement shall be contingent on the authorization of this Agreement by CMS.
8.13 It is the Department’s belief that the business arrangement contemplated by this Agreement is not subject to the provisions of 42 U.S.C. § 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, it is the Department’s belief that the business arrangement contemplated by this Agreement meets the discount exception found in 42 U.S.C. § 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and appropriately reflected in the costs claimed or charges made by the provider or entity under a Federal health care program. The Department currently provides CMS full and unfettered access to all information held by the Department regarding the implementation of the Iowa Medicaid Program, and neither shall continue to do so.
8.14 Noncompliance with any obligations hereunder due to force majeure, such authorization by such Trustees nor such execution as acts of God, laws or regulations of any government, war, terrorism, civil commotion, destruction of production facilities and delivery by such officer shall be deemed to have been made by materials, fire, earthquake, storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, and any of them individually or to impose any liability on any of them personally, but shall bind only other causes beyond the trust property reasonable control of the Trust as provided parties, shall not constitute breach of this Agreement. Manufacturer NDC Product Description Tier1 Formula2 Contracted Rate Comments The Tier represents the number of brand drugs that may be preferred/recommended in its Declaration the Contracted Product PDL/RDL category. Manufacturers may submit offers for any or all Tiers. • Tier 1 - The Contracted Product will be the only preferred/recommended brand product in the PDL/RDL category. • Tier 2 - The Contracted Product will be one of Trustno more than two preferred/recommended brand products in the PDL/RDL category. • Tier 3 - The Contracted Product will be one of no more than three preferred/recommended brand products in the PDL/RDL category. • Tier 4 - The Contracted Product will be preferred/recommended (offer places no limitation on the number of preferred/recommended brand products in the PDL/RDL category).
Appears in 3 contracts
Samples: Medicaid Supplemental Drug Rebate Agreement, Medicaid Supplemental Drug Rebate Agreement, Iowa Medicaid Supplemental Drug Rebate Agreement
General Provisions. 6.1 All notices a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld.
b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other communications given or made pursuant hereto shall to party must be in writing and shall not be deemed to have been duly given or made when actually received in person or by faxconstrued as, or three days after being sent by certified constitute, a continuing waiver of such provision, or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity a waiver of the person to receive notice by providing written notice thereof to all any other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provision of this Agreement.
6.4 c. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and inure to the benefit rights and obligations of Seller and Customer shall be construed and enforced accordingly.
d. Except the parties hereto andNon-Disclosure Agreement dated May 19, except as otherwise specifically provided 1999 which shall remain in full force and effect, this Agreement, their respective successors including all Exhibits that are attached to and assignshereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Notwithstanding Upon certification by Customer of performance acceptance of the foregoingProducts purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, no party 1999 (the "Initial Order"), such Letter Agreement shall make be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any assignment additional or different terms of those Purchase Orders or other order documentation.
e. Any amendment or modification of this Agreement or any rights or obligations hereunder without Exhibit must be in writing and signed by a duly authorized representative of each of the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act[***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
6.7 f. This Agreement shall applies only to sales of Products and Services to be governed by and construed installed at Customer Sites in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereofMexico.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.'
Appears in 3 contracts
Samples: Supply Agreement (Metawave Communications Corp), Supply Agreement (Metawave Communications Corp), Supply Agreement (Metawave Communications Corp)
General Provisions. 6.1 All notices This Assignment and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by Assignment and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement Assumption may be executed in any number of counterparts, all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and the same instrumentAssumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and any construed in accordance with, the law of the State of New York. To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of July 25, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Buckeye Technology Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party hereto may thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according Certificate to the application Administrative Agent on the behalf of the rules of interpretation for arm’s length agreements.Company, and that:
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf The conditions specified in Section 4.02 of the Feeder Fund and that no other party shall Credit Agreement have any obligation hereunder with respect to any liability been satisfied as of the Feeder Fund arising hereunder; Closing Date.
(b) There has been no event or circumstance since June 30, 2006 that has had or could be reasonably expected to have, either individually or in the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and aggregate, a Material Adverse Effect.
(c) no series No action, suit, investigation or feeder participant proceeding is pending, or to the knowledge of the Master Portfolio shall Company, threatened in any court or before any arbitrator or governmental authority that could reasonably be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed expected to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trusta Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
General Provisions. 6.1 All notices The Notes to be issued on the Closing Date shall be executed by the Issuer and other communications given or made pursuant hereto shall to in writing the Co-Issuer upon compliance with Section 3.2 and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If delivered to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Trustee for authentication and thereupon the Master Portfolio: State Street Master Funds c/o State Street Bank same shall be authenticated and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change delivered by the identity Trustee upon Issuer Request and upon receipt by the Trustee of the person to receive notice items described below:
(a) an Officer’s Certificate of the Issuer (i) evidencing the authorization by providing written notice thereof to all other parties to Board Resolution of the execution and delivery of this Indenture, the Loan Obligation Management Agreement.
6.2 Unless stated otherwise herein, all costs the Placement Agreement, the execution, authentication and expenses associated with this Agreement delivery of the Notes and specifying the Stated Maturity Date of each Class of Notes, the principal amount of each Class of Notes and the transactions contemplated hereby shall applicable Note Interest Rate of each Class of Notes to be paid by authenticated and delivered, and (ii) certifying that (A) the party incurring attached copy of the Board Resolution is a true and complete copy thereof, (B) such costs resolutions have not been rescinded and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long on and as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse Closing Date, (C) the Directors authorized to any party. Upon execute and deliver such determination that any term or other provision is invalid, illegal or incapable of being enforced, documents hold the parties hereto shall negotiate in good faith to modify this Agreement so as to effect offices and have the original intent signatures indicated thereon and (D) the total aggregate Notional Amount of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” Preferred Shares shall have been received in Cash by the meaning ascribed thereto in Issuer on the 1940 Act.Closing Date;
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf an Officer’s Certificate of the Master Portfolio and that no other series Co-Issuer (i) evidencing the authorization by Board Resolution of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement Indenture and related documents, the execution, authentication and delivery of the Notes and specifying the Stated Maturity Date of each Class of Notes, the principal amount of each Class of Notes and the applicable Note Interest Rate of each Class of Notes to be authenticated and delivered, and (ii) certifying that (A) the attached copy of the Board Resolution is a true and complete copy thereof, (B) such resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (C) each Officer authorized to execute and deliver the documents referenced in clause (b)(i) above holds the office and has the signature indicated thereon;
(c) (i) either (A) certificates of the Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Notes except as may have been authorized by the Trustees given, or (B) an Opinion of Counsel of the Trust Issuer reasonably satisfactory in form and this Agreement will be signed by an officer substance to the Trustee that no such authorization, approval or consent of any governmental body is required for the Trust, acting valid issuance of such Notes except as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to may have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.given; and
Appears in 3 contracts
Samples: Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each hereof and supersedes all prior written or oral and all of the provisions of this Agreement shall be binding upon contemporaneous oral agreements, understandings, and inure negotiations with respect to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assignsOffering. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties, and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Yxxx Xxxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the Trust personallydate first above written. Underwriters listed on Schedule A hereto By: Name: Exxxx Xxx Title: Chief Executive Officer Univest Securities, but shall bind only the trust property LLC Fosun International Securities Limited Number of the Trust, as provided in its Declaration Firm Shares: [●] Number of Trust. The execution and delivery Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to Company per Ordinary Share (before expenses): $[●] Yxxx Xxxxxx Sai Yxxx Xxxxxx Kx Xxxx Pong Hxx Xxx Kan Kxxx Xxxxx Hxx Xxx Xxx Txxx Xxxx Low Dxxxxx Xxxxxx Glorious Quintessence Limited BioLingus (BVI) Limited British Virgin Islands BioLingus Research (Australia) Pty Ltd Australia BioLingus (Hong Kong) Limited Hong Kong Special Administrative Region BioLingus Beijing People’s Republic of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.China Biolingus IP GmbH Switzerland
Appears in 3 contracts
Samples: Underwriting Agreement (BioLingus (Cayman) LTD), Underwriting Agreement (BioLingus (Cayman) LTD), Underwriting Agreement (BioLingus (Cayman) LTD)
General Provisions. 6.1 All notices 23.1 In the event of any breach of these Conditions by the Supplier, the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
23.2 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic, epidemic or other event beyond the reasonable control of either party.
23.3 A failure by the Supplier to exercise any right, power, remedy nor any delay in the exercise of any such right, power or remedy under the Agreement and/or these Terms nor the granting of any time or other indulgence the Supplier to the Customer will not operate as a waiver of the Supplier’s rights under the Agreement and/or these Terms. Waiver of a the Supplier’s rights may only occur in writing.
23.4 Each party must execute any document and other communications given perform any action necessary to give full effect to these terms, whether before, or made pursuant hereto shall to after performance of these Terms.
23.5 The Supplier and/or Customer and/or Guarantor agree and acknowledge that this Application may be completed by the Customer utilising the Supplier’s online application process through the Supplier’s website. This may include the insertion of the Customer’s and/or Guarantor’s electronic signature. Once this Application is completed in this method and if the Application is deemed acceptable by the Supplier, the Supplier and/ or Customer and/or Guarantor agree that the Supplier may rely on this Application (and any accompanying Guarantee) as if it had been executed in writing by the Customer and/ or Guarantor in writing. To be clear, once the Application is accepted by the Supplier, if Goods and/or Services are supplied by the Supplier to the Customer, the Customer and/ or any Guarantor agree that such supply of Goods and shall be deemed Services are made on the basis of these Terms as if the Terms had been executed by the Supplier and/or Customer and/or Guarantor in writing.
23.6 New Borg Group Entities
a) The Customer and the Supplier intend for all New Borg Group Entities to have the benefit of these Terms.
b) The Customer covenants that it will only order Goods and/or Services from a New Borg Group Entity on the condition that these Terms apply to such an order and that the New Borg Group Entity will have the benefit of and may enforce these Terms irrespective of the fact that the New Borg Group Entity may not have been duly given in existence or made when actually received an entity within the Borg Group of Companies at the time of initial acceptance by the Customer of these Terms.
c) The Customer acknowledges that, in person or consideration of facilitation of an extension of credit by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If a New Borg Group Entity to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxCustomer, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change Supplier as at the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision date of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to holds the benefit of the parties hereto and, except promises made under clause 23.7(b) as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely trustee on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolioentity.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Conditions of Sale, Terms and Conditions
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xx Title: Chairman of the Trust personallyBoard, but shall bind only Chief Executive Officer, President, Secretary, Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the trust property Underwriters as of the Trustdate first above written. Underwriters listed on Schedule A hereto By: Name: Title: Craft Capital Management, as provided in its Declaration LLC [●] [__] [●] Number of TrustFirm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to Company per one Share (before expenses): $ Xxx Xx Xxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx XX Xxxxx Xxxxxx Name of Subsidiary Jurisdiction of Incorporation or Organization Northann Building Solutions LLC. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the TrustDelaware Benchwich Construction Products Co., acting as suchLimited Hong Kong Northann (Changzhou) Construction Products Co., and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personallyLtd. PRC Northann Distribution Center Inc California Dotfloor, but shall bind only the trust property of the Trust as provided in its Declaration of TrustInc. California Crazy Industry (Changzhou) Industry Technology Co., Ltd. PRC Changzhou Xxxxxxx International Trading Co., Ltd. PRC Changzhou Marco Merit International Trading Co., Ltd. PRC THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN CRAFT CAPITAL MANAGEMENT, LLC, OR BONA FIDE OFFICERS OR PARTNERS OF CRAFT CAPITAL MANAGEMENT, LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20285.
Appears in 2 contracts
Samples: Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.)
General Provisions. 6.1 All notices This Assignment and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by Assignment and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement Assumption may be executed in any number of counterparts, all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and the same instrumentAssumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any personin accordance with, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application law of the rules State of interpretation New York. This certificate is given by , a Responsible Officer of Xxxxxx Resources, Inc. (“Borrower”), pursuant to Section 4.1(c) of that certain Credit Agreement dated as of May 22, 2015 among Borrower, Lenders from time to time party thereto and Wilmington Trust, National Association, as Administrative Agent for arm’s length agreements.
6.11 Each party expressly acknowledges Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the provision “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Declaration Credit Agreement. The undersigned Responsible Officer on behalf of Trust of State Street Bank Borrower hereby certifies to Administrative Agent and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.Lenders that:
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into the financial statements delivered with this Agreement solely on behalf certificate in accordance with Section 4.1(a) and/or 4.1(b) of the Feeder Fund Credit Agreement fairly present in all material respects the results of operations and that no other party shall have any obligation hereunder with respect to any liability financial condition of Borrower and the Subsidiaries as of the Feeder Fund arising hereunder; dates and the accounting period covered by such financial statements;
(b) I have reviewed the Trust has entered into this Agreement solely on behalf terms of the Master Portfolio Credit Agreement and that no other series have made, or caused to be made under my supervision, a review in reasonable detail of the Trust shall have any obligation hereunder with respect to any liability transactions and conditions of Borrower and the Trust arising hereunder; and Subsidiaries during the accounting period covered by such financial statements;
(c) such review has not disclosed the existence during or at the end of such accounting period, and I have no series or feeder participant knowledge of the Master Portfolio shall be liable to any other series or feeder participant existence as of the Master Portfolio.
6.13 It is expressly acknowledged and agreed date hereof, of any condition or event that the obligations constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which includes a description of the Trust hereunder shall not be binding upon any nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is undertaking and proposes to take with respect thereto; and
(d) Borrower is in compliance with the covenants contained in Article 6 of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the TrustCredit Agreement, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized demonstrated by the Trustees calculation of the Trust and this Agreement will be signed by an officer of the Trustsuch covenants below, acting except as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustset forth below.
Appears in 2 contracts
Samples: Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)
General Provisions. 6.1 All notices and other communications (a) Any notice required to be given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fundterms and provisions of this Agreement will be sent in writing.
1. Notice to the Secretary will be sent to: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 XxxxxxCenter for Medicare Division of Pharmaceutical Manufacturer Management Mailstop C1-26-16 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 Attn: Compliance Department If 00000-0000
2. The CMS address may be updated upon written notice to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties Manufacturer.
3. Notices to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated Manufacturer will be sent to the address as provided with this Agreement and updated upon Manufacturer notification to CMS at the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained address in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 (b) In the event of a transfer in ownership of the Manufacturer, this Agreement is automatically assigned to the new owner, and all terms and conditions of this Agreement remain in effect.
(c) Nothing in this Agreement will be construed to require or authorize the commission of any act contrary to law. If any term or other provision of this Agreement is invalidfound to be invalid by a court of law with competent jurisdiction, illegal this Agreement will be construed in all respects as if any invalid or incapable of being enforced by unenforceable provision were eliminated, and without any rule of law, or public policy, all effect on any other conditions and provisions of provision.
(d) Nothing in this Agreement shall nevertheless remain in full force and effect so long be construed as the economic a waiver or relinquishment of any legal substance rights of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term Manufacturer or other provision is invalid, illegal or incapable of being enforcedthe Secretary under the Constitution, the parties hereto Act, other Federal laws, or State laws.
(e) This Agreement shall negotiate be construed in good faith accordance with Federal law and ambiguities shall be interpreted in the manner which best effectuates the statutory scheme. Any litigation arising from or relating to modify this Agreement so as to effect the original intent of the parties as closely as possible shall be resolved in an acceptable manner Federal court.
(f) The terms “Medicare” and “Manufacturer” incorporate any contractors which fulfill responsibilities pursuant to the end Agreement unless specifically provided for in this Agreement.
(g) Except for the conditions specified in paragraph (a) of this section, this Agreement once finalized, will not be altered by the parties. However, the Secretary retains the authority to amend the model Agreement after consulting with manufacturers and allowing for comment on such amendments.
(h) Nothing in this Agreement shall be construed as requiring coverage under Part D of a Manufacturer’s product if that product does not otherwise meet the transactions contemplated hereby are fulfilled definition of a covered Part D drug under 42 CFR 423.100.
(i) Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is occasioned by a contingency beyond such party’s reasonable control, including, but not limited to, lockouts, riots, wars, fires, floods or storms (a “Force Majeure Event”). A party claiming a right to excused performance under this section shall promptly notify the other party in writing to the extent possibleof its inability to perform, which notice shall specify the Force Majeure Event that prevents such performance and include a timeline for remediation. The party failing to perform shall use reasonable efforts to avoid or remove the cause of the Force Majeure Event and shall resume performance under the Agreement promptly upon the cessation of the Force Majeure Event.
6.5 (j) This Agreement and the agreements and other documents delivered pursuant exhibits attached hereto set forth contain the entire understanding between agreement of the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating with respect to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoingsupersede all prior negotiations, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrumentagreements, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder understandings with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfoliothereto.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Medicare Coverage Gap Discount Program Agreement, Medicare Coverage Gap Discount Program Agreement
General Provisions. 6.1 All notices 13.1 The relationship between ICN-RP and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or Schering established by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable that of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain independent contractors. Nothing in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon construed to create any other relationship between ICN-RP and inure Schering, and neither party shall have any right, power or authority to the benefit assume, create or incur any expense, liability or obligation, express or implied, on behalf of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actother.
6.7 13.2 This Agreement shall be governed by and construed in accordance with according to the laws of New Jersey, without regard to conflicts of laws principles. In the Commonwealth event of Massachusetts without giving effect any dispute between the parties arising from or relating to this Agreement, the parties agree to submit themselves, for the purpose of resolving such dispute, to the choice exclusive jurisdiction of law either the Federal or conflicts State courts of law provisions thereofNew Jersey.
6.8 13.3 This Agreement shall be deemed to be jointly prepared by the Parties, and any ambiguity herein shall not be construed for or against either party.
13.4 No account of the headings to the paragraphs of this Agreement shall be taken when interpreting the meaning of this Agreement.
13.5 This Agreement may be executed in any number of multiple counterparts, all each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.
13.6 This Agreement and each and every one of its provisions shall be binding upon the executors, administrators, successors and permitted assigns of the Parties hereto. Without limiting the foregoing, and for the avoidance of doubt, ICN may, without the consent of Schering or any Affiliate of Schering, assign to RibaPharm any of ICN's rights to receive payments under this Agreement.
13.7 All terms and conditions of this Agreement are severable, and the same instrumentinvalidity, illegality or unenforceability of any term or condition shall not affect the validity, legality or enforceability of the remaining terms and any party hereto may execute this Agreement by signing one or more counterpartsconditions.
6.9 Nothing 13.8 This Agreement constitutes the entire agreement between the Parties hereto respecting the subject matter herein expressed and supersedes all prior or implied is intended contemporaneous negotiations, agreements and understandings, whether written or shall be construed to confer oral. Neither party has relied upon any statements, promises, representations or give any personclaims of the other party, other than those expressly set forth in this Agreement, in agreeing to enter into and be bound by the parties hereto and their successors or assigns, any rights or remedies under or by reason terms of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Confidentiality Agreement (Ribapharm Inc), Confidentiality Agreement (Icn Pharmaceuticals Inc)
General Provisions. 6.1 All notices The Feeder agrees:
(a) To properly care for and feed the Livestock in accordance with generally accepted Livestock feeding, care and maintenance practices for breeding and bred livestock, and the offspring thereof;
(b) To immediately brand the Livestock with Breeder Finance’s brand at the Producer’s expense when the Livestock are delivered to the Feeder if the Livestock are not so branded when delivered to the Feeder, and to further identify the Livestock by ear tag or in such other communications given or made pursuant hereto shall manner as Breeder Finance may require, to distinguish them from other livestock;
(c) To allow and ensure that the Producer, authorized representatives of Breeder Finance, and Breeder Finance’s Lender have access to all premises at which the Livestock are located; access to all records pertaining to the Livestock; and the right to inspect both the Livestock and the records, on request, between 8:00 in writing the forenoon and shall be deemed 5:00 in the afternoon;
(d) To deliver to have been duly given or made when actually received in person or Breeder Finance and the Producer such information concerning the Livestock as Breeder Finance may request from time to time, including information with respect to the number, the whereabouts and the health of the Livestock and copies of all agreements between the Producer and the Feeder with respect to the Livestock;
(e) To inform Breeder Finance by fax, e-mail or three days after being sent by certified mail with respect to death losses or registered United States mailserious health problems with the Livestock, return receipt requested, postage prepaid, addressed as follows: If to soon as they occur;
(f) That the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Feeder’s rights under the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to Act have been partially waived as provided in this Agreement;
(g) This Agreement may change be terminated by either the identity of Feeder, the person to receive notice Producer, or Breeder Finance by providing written notice thereof of termination of the Agreement to all other parties to this Agreement, provided that:
(i) the Agreementtermination shall not, in any event, apply to or affect the rights or obligations of any party hereto with respect to any Livestock delivered to the Feeder before the effective date of the notice of termination, and
(ii) the effective date of the notice of termination shall be the date which is 10 days after the date that the written notice of termination is actually received by the other parties hereto by delivery, facsimile transmission or e-mail at the addresses, facsimile numbers of e-mail addresses referred to below, or at such new addresses, facsimile numbers or e-mail addresses as may be hereafter provided by written notice to all other parties.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this (h) This Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure enure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any the personal representatives, administrators and successors of the interest holdersProducer and the administrators, Trustees, officers, employees or agents successors and assigns of Breeder Finance and the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of TrustFeeder.
Appears in 2 contracts
Samples: Custom Care Agreement, Custom Care Agreement
General Provisions. 6.1 All notices and 3.1 Unless the context or any other communications given collateral agreements between the Town or made pursuant hereto shall the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to in writing and make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to have been duly given include the words “at the sole expense of the Developer”.
3.2 The Developer hereby covenants, warrants and agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may arise directly or made when actually received in person indirectly by reason of the design, installation, construction, or operation of any of the Works required under this Agreement, or by fax, reason of the maintenance or three days after being sent lack of maintenance of such Works by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If the Developer pursuant to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxterms of this Agreement or by reason of any defect in workmanship or material.
3.3 The Developer and the Town acknowledge and agree that it is their intent that all terms, Xxxxx 00 Xxxxxxconditions and covenants contained herein:
a) shall run with the Lands; and,
b) shall be binding upon the Developer, XX 00000 Attn: Compliance Department If its heirs, executors, administrators, assigns and successors in title, from time to time; and,
c) the benefits of the said covenants shall enure to the Master Portfolio: State Street Master Funds c/o State Street Bank Town, its successors and Trust Company X.X. Xxx 0000 Xxxxxxassigns in title, XX 00000 Attn: Xxxxx Xxxxx Either party of all roads, streets, and public Lands forming part of or abutting on the Lands.
3.4 Any notices required or permitted to be given pursuant to the terms of this Agreement may change shall be given in the identity manner set out in Section 42.
3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the person to receive notice by providing written notice thereof parties hereto and upon those persons and/or corporations hereafter acquiring title to all other parties or any part of the Lands.
3.6 The Developer shall impose restrictions as set forth in Schedule "H" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation requirements of this Agreement.
6.4 3.7 The Schedules annexed hereto, being Schedules “A” to “H” inclusive, are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 67 of the Xxxxxxxx Xxx, 0000, and amendments thereto.
3.9 In constructing, installing or providing the Works, the Developer shall comply with all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation.
3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement.
3.11 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless be found to be ultra xxxxx of the Town, or otherwise unlawful, such term shall conclusively be deemed to be severable and the remainder of this Agreement mutatis mutandis shall be and remain in full force and effect so long as effect.
3.12 The Developer shall not call into question directly or indirectly, in any proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the economic or legal substance right of the transactions contemplated hereby is not affected in any manner adverse Town to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of enter into this Agreement and incorporate to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or supersede all prior negotiations proceeding as a complete and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter conclusive estoppel of this Agreement other than those set forth hereinany denial of such right.
6.6 Each and all 3.13 Time shall be of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason essence of this Agreement.
6.10 Any uncertainty or ambiguity existing herein 3.14 Prior to execution of this Agreement by the Town, the Developer shall not presumptively be interpreted against any party, but shall be interpreted according deliver to the application Town a Certificate of Status issued by the Ontario Ministry of Government and Consumer Services verifying that the Developer is a company duly incorporated under the laws of the rules Province of interpretation for arm’s length agreementsOntario and is in good standing.
6.11 Each party expressly acknowledges 3.15 The Developer hereby agrees to procure, register and provide to the provision Town any postponement agreements which the Town solicitor considers necessary to ensure that this Agreement shall have priority over any interest of a mortgagee in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectivelyLands.
6.12 3.16 The parties hereto agree Developer shall notify or cause to be notified each and acknowledge that (a) State Street has every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into this Agreement solely by the Developer.
3.17 In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Feeder Fund Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town.
3.18 In the event that no other party the Developer wishes to register more than one Plan of Subdivision over the Lands, the Developer shall have any obligation hereunder with respect to any liability first obtain the written consent of the Feeder Fund arising hereunder; (b) Town to do so, which consent shall be conditional upon the Trust has entered into Developer registering such Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town.
3.19 Any and all of the Developer’s obligations under this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfoliojoint and several.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Subdivision Agreement, Subdivision Agreement
General Provisions. 6.1 All notices 17.1. Without prejudice to any other provisions of the present Agreement, Agent reserves the right to change the terms and other communications given or made pursuant hereto shall conditions of this Agreement (including without limitations any of the Exhibits and /or Annexes and/or schedules) at any time to reflect changes, inter alia, in writing market conditions and relevant laws. The changes shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If carried out subject to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department following rules:
a) If the change is to the Master Portfolio: State Street Master Funds Client’s advantage, the changes shall be effected immediately and notified to the Client within 30 days;
b) If the change is neither advantageous nor disadvantageous to the Client , the Agent shall give the Client, as soon as practicable, but no later than 10 days advance notification thereof; c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx) If the change adds a burden to the Client, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change Agent shall inform the identity Client at least 30 days in advance of the person to receive notice by providing written notice thereof to all other parties to effective date of the Agreementchange.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 17.2. If any term or other provision of this Agreement becomes or is deemed to be illegal, invalid or unenforceable, at any time, in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired and the invalid, illegal or incapable of being enforced by any rule of lawunenforceable provision shall be reformed, amended, interpreted or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement applied so as to effect produce as near as may be possible the original intent of economic result intended by the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possibleParties.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings17.3. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall supersede any previous oral or written agreements or understandings between the Parties.
17.4. The Parties agree that each of them is entitled to provide for automatic tape recording of telephone conversations between the Parties’ representatives negotiating, in particular, terms of a certain Transaction and the procedure for issuing and performing the respective Instructions and orders, and the Parties shall be governed by and construed in accordance with the laws entitled to subsequently refer to such tape recordings as a justified proof of their actions, fact of execution of the Commonwealth Transaction and receipt of Massachusetts without giving effect the Instruction. The Client hereby agrees not to object to automatic tape recording of telephone conversations in the course of which an Authorized Person of the Client and Authorized Person of Agent make a Transaction or agree on conditions, term and procedure for providing a Service to the choice Client. The Client agrees that, should a dispute arise between the Parties, concerning, in particular the fact of law execution of the Transaction and of agreement on all Material Terms, which, as described above, determines the availability of the Client’s verbal Instruction to the Agent, the tape recording of the corresponding telephone conversation between the Authorised Person of the Client and Authorised Person of the Agent shall be reasonable and sufficient confirmation of the Parties’ positions on the point of the dispute. Herewith, the Parties agree that neither Party shall object to or conflicts otherwise impede the use of law provisions thereof.
6.8 This Agreement such tape recording for further examination of the dispute by any arbitration court, as an objective proof of the Parties’ positions in such dispute or controversy. The tape may be executed in any number subject to authentication, upon request of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterpartseither Party.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Agency and Services Agreement, Agency and Services Agreement
General Provisions. 6.1 All notices This Assignment and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by Assignment and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement Acceptance may be executed in any number of counterparts, all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and the same instrumentAcceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and any construed in acceptance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such State. Reference is made to that certain Credit Agreement, dated as of December 9, 2010, amended and restated as of January 17, 2012 and supplemented July 13, 2012, and further amended and restated as of October 22, 2014 (as amended or modified from time to time, the “Credit Agreement”) among AllianceBernstein L.P., a Delaware limited partnership, Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company, the Banks parties thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used in this Supplement have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 2.5(b) of the Credit Agreement, the Borrower has requested an increase in the Total Commitment from $______________ to $_____________. Such increase in the Total Commitment is to become effective on the date (the “Effective Date”) which is the later of (i) ____________ ____, 201__ and (ii) the date on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and _________________ (the “Accepting Bank”) hereby agree as follows:
1. Effective as of the Effective Date, [the Accepting Bank shall become a party hereto may execute this to the Credit Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or as a Bank and shall have all of the rights and obligations of a Bank thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the] [the Commitment of the Accepting Bank under the Credit Agreement shall be construed increased from $_____________ to confer upon or give any person, other than the] amount set forth opposite the parties hereto and their successors or assigns, any rights or remedies under or by reason of this AgreementAccepting Bank’s name on the signature page hereof.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
General Provisions. 6.1 All notices and
3.1 Unless the context or any other communications given collateral agreements between the Town or made pursuant hereto shall the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to in writing and make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to have been duly given include the words “at the sole expense of the Developer”.
3.2 The Developer hereby covenants, warrants and agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may arise directly or made when actually received in person indirectly by reason of the design, installation, construction, or operation of any of the Works required under this Agreement, or by fax, reason of the maintenance or three days after being sent lack of maintenance of such Works by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If the Developer pursuant to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxterms of this Agreement or by reason of any defect in workmanship or material.
3.3 The Developer and the Town acknowledge and agree that it is their intent that all terms, Xxxxx 00 Xxxxxxconditions and covenants contained herein:
a) shall run with the Lands; and,
b) shall be binding upon the Developer, XX 00000 Attn: Compliance Department If its heirs, executors, administrators, assigns and successors in title, from time to time; and,
c) the benefits of the said covenants shall enure to the Master Portfolio: State Street Master Funds c/o State Street Bank Town, its successors and Trust Company X.X. Xxx 0000 Xxxxxxassigns in title, XX 00000 Attn: Xxxxx Xxxxx Either party of all roads, streets, and public Lands forming part of or abutting on the Lands.
3.4 Any notices required or permitted to be given pursuant to the terms of this Agreement may change shall be given in the identity manner set out in Section 42.
3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the person to receive notice by providing written notice thereof parties hereto and upon those persons and/or corporations hereafter acquiring title to all other parties or any part of the Lands.
3.6 The Developer shall impose restrictions as set forth in Schedule "I" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation requirements of this Agreement.
6.4 3.7 The Schedules annexed hereto, being Schedules “A” to “I” inclusive, are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 67 of the Planning Act, 1990, and amendments thereto.
3.9 In constructing, installing or providing the Works, the Developer shall comply with all statues, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation.
3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement.
3.11 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless be found to be ultra xxxxx of the Town, or otherwise unlawful, such term shall conclusively be deemed to be severable and the remainder of this Agreement mutatis mutandis shall be and remain in full force and effect so long as effect.
3.12 The Developer shall not call into question directly or indirectly, in any proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the economic or legal substance right of the transactions contemplated hereby is not affected in any manner adverse Town to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of enter into this Agreement and incorporate to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or supersede all prior negotiations proceeding as a complete and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter conclusive estoppel of this Agreement other than those set forth hereinany denial of such right.
6.6 Each and all 3.13 Time shall be of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason essence of this Agreement.
6.10 Any uncertainty or ambiguity existing herein 3.14 Prior to execution of this Agreement by the Town, the Developer shall not presumptively be interpreted against any party, but shall be interpreted according deliver to the application Town a Certificate of Status issued by the Ontario Ministry of Government and Consumer Services verifying that the Developer is a company duly incorporated under the laws of the rules Province of interpretation for arm’s length agreementsOntario and is in good standing.
6.11 Each party expressly acknowledges 3.15 The Developer hereby agrees to procure, register and provide to the provision Town any postponement agreements which the Town solicitor considers necessary to ensure that this Agreement shall have priority over any interest of a mortgagee in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectivelyLands.
6.12 3.16 The parties hereto agree Developer shall notify or cause to be notified each and acknowledge that (a) State Street has every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into this Agreement solely by the Developer.
3.17 In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Feeder Fund Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town.
3.18 In the event that no other party the Developer wishes to register more than one Plan of Subdivision over the Lands, the Developer shall have any obligation hereunder with respect to any liability first obtain the written consent of the Feeder Fund arising hereunder; (b) Town to do so, which consent shall be conditional upon the Trust has entered into Developer registering such Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town.
3.19 Any and all of the Developer’s obligations under this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfoliojoint and several.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Subdivision Agreement, Subdivision Agreement
General Provisions. 6.1 All notices This Assignment and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by Assignment and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement Acceptance may be executed in any number of counterparts, all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and the same instrumentAcceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and any party hereto may execute this construed in accordance with, the laws of the State of Texas. This certificate dated as of , is prepared pursuant to the Credit Agreement by signing one dated as of September 9, 2014 (as amended, supplemented or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed otherwise modified from time to confer upon or give any persontime, other than the parties hereto “Credit Agreement”) among QES Holdco LLC, a Delaware limited liability company (together with its permitted successors and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any partythe “Borrower”), but shall be interpreted according to the application certain subsidiaries of the rules of interpretation Borrower, as guarantors, the lenders party thereto (the “Lenders”), and Amegy Bank National Association, as Administrative Agent for arm’s length agreements.
6.11 Each party expressly acknowledges such Lenders (in such capacity, the provision “Administrative Agent”), Issuing Bank, and Swing Line Lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and Credit Agreement shall have the Declaration of Trust of meanings assigned to them by the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 Credit Agreement. The parties hereto agree and acknowledge that Borrower hereby certifies (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Default or Event of the Feeder Fund arising hereunder; Default has occurred or is continuing, (b) the Trust has entered into this Agreement solely on behalf that all of the Master Portfolio representations and that no other series warranties made by each of the Trust Loan Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall have any obligation hereunder with respect be true and correct in all respects, as if made on the date hereof, except to any liability the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of the Trust arising hereunder; such earlier date, and (c) no series or feeder participant that as of the Master Portfolio shall be liable to any other series or feeder participant of date hereof, the Master Portfolio.
6.13 It is expressly acknowledged following amounts and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution calculations were true and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.correct:
Appears in 2 contracts
Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
General Provisions. 6.1 All notices (a) This Agreement, together with the Plan, constitutes the entire agreement between the Company and other communications given the Grantee regarding the grant of the Shares.
(b) The Committee may modify this Agreement to bring it into compliance with any valid and mandatory government regulation or made pursuant hereto exchange listing requirement. This Agreement may also be amended by the Committee with the consent of the Grantee. Any such amendment shall to be in writing and signed by the Company and the Grantee.
(c) Nothing contained in this Agreement shall be deemed to have been duly given require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or made when actually received in person to modify any agreement between the Grantee and the Company or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed its Subsidiaries relating thereto.
(d) The Committee may from time to time impose any conditions on the Shares as follows: If it deems reasonably necessary to ensure that the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Plan and this Award satisfy the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity conditions of Rule 16b-3 of the person to receive notice by providing written notice thereof to all other parties to Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the AgreementSecurities Act of 1933, as amended.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and (e) The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation intent of this Agreement.
6.4 If any term or other provision (f) Grantee hereby acknowledges receipt of this Agreement is invalid, illegal or incapable a copy of being enforced the Plan and agrees to be bound by any rule of law, or public policy, all other conditions the terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance thereof. The terms of the transactions contemplated hereby is not affected Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding conflict between the parties concerning the subject matter terms of this Agreement and incorporate or the provisions of the Plan, the provisions of the Plan shall be deemed to supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (g) This Agreement shall be governed by by, and construed enforced in accordance with with, the laws of the Commonwealth of Massachusetts Pennsylvania without giving effect regard to the application of the principals of conflicts or choice of law or conflicts of law provisions thereoflaws.
6.8 (h) This Agreement may be executed executed, including execution by facsimile signature, in any number of one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute be deemed to be one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/), Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax22.1 The Parties agree that the normal rule of construction, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxeffect that any ambiguities are to be resolved against the drafting Party, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect be employed in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as 22.2 To the economic or legal substance extent not subject to the exclusive jurisdiction of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforcedFERC, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement formation, validity, interpretation, execution, amendment and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions termination of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereofOhio.
6.8 This 22.3 The headings contained in this Agreement may are used solely for convenience and do not constitute a part of the Agreement between the Parties hereto, nor should they be executed used to aid in any number of counterparts, all of which shall constitute one and manner in the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason construction of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but 22.4 This Agreement is intended solely for the benefit of the Parties hereto. Nothing in this Agreement shall be interpreted according construed to the application create any duty, or standard of the rules of interpretation for arm’s length agreementscare with reference to, or any liability to, any person not a Party to this Agreement.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party 22.5 Neither Party shall have any obligation hereunder with respect right, power, or authority to enter any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely agreement or undertaking for, or on behalf of of, or to act as or be an agent or representative of, or to otherwise bind, the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master PortfolioParty.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders22.6 Cancellation, Trustees, officers, employees expiration or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery early termination of this Agreement have been authorized shall not relieve the Parties of obligations that by their nature survive such cancellation, expiration or termination, including, without limitation, payment of any amounts due, warranties, remedies, promises of indemnity and confidentiality.
22.7 Should any provision of this Agreement be held invalid or unenforceable, such provision shall be invalid or unenforceable only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable any other provision hereof, unless it materially changes the Agreement of the Parties.
22.8 Each of the Parties hereto acknowledges that it has read this Agreement, and the Company's Retail Supplier Terms and Conditions of Service, understands them, and agrees to be bound by their terms. This Agreement is intended by the Trustees Parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the Trust and terms of their agreement. All prior written or oral understandings or offers pertaining to this Agreement will be signed by an officer of the Trust, acting as such, are hereby abrogated and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustwithdrawn.
Appears in 2 contracts
Samples: Competitive Retail Electric Service Provider Power Broker Agreement, Competitive Retail Electric Service Provider Power Broker Agreement
General Provisions. 6.1 All notices 13.1 In this Agreement, unless context otherwise requires, words Importing the singular include the plural and other communications vice versa, and words importing gender include all genders.
13.2 The headings and the clauses of this Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Agreement or any of its provisions.
13.3 This Agreement may not be assigned by either party. This Agreement shall ensure to the benefit of the parties and shall be binding upon the successors of the Company.
13.4 The waiver of the Company of a breach of any provision of this Agreement by the Employee shall not operate or be construed as a waiver of any subsequent breach by the Employee.
13.5 This Agreement constitutes the entire agreement between the parties hereto relating to the employment of the Employee and supersedes any and all employment agreements or understandings, oral or written, between the Company and the Employee and any such prior agreements relating to the employment of the Employee by the Company are hereby terminated and cancelled.
13.6 This Agreement shall not be amended except in writing signed by both parties.
13.7 In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall not be affected by such determination and shall remain in full force and effect to the fullest extent permitted by law.
13.8 The Employee shall, upon the reasonable request of the Company, make, do, execute or cause to be made, done or executed, all such further and lawful acts, deeds, things, documents and assurances of whatsoever nature and kind for the better or more perfect or absolute performance of the terms, conditions and intent of this Agreement.
13.9 Every notice, request, demand or direction (each for the purposes of this section, a "notice") to be given or made pursuant hereto to this Agreement by any party to another shall to be in writing and shall be deemed to have been duly given or made when actually received delivered in person or by fax, or three days after being sent by certified registered mail postage prepaid or registered United States mail, return receipt requested, postage prepaid, by facsimile addressed as applicable as follows: If to the Feeder FundEmployee at: State Street Global Advisors Xxx Xxxxxxx [address] If to the Company at: 000 Xxxxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx0000 Xxxxxxxxx, XX 00000 X.X. X0X 0X0 Attn: Compliance Department If Chairman Facsimile: (000) 000-0000 or at such other address as specified by the particular party by notice to the Master Portfolio: State Street Master Funds c/o State Street Bank other.
13.10 Any notes delivered or sent in accordance with section 13.9 will be deemed to have been given and Trust Company X.X. Xxx 0000 Xxxxxxreceived:
(a) if personally delivered, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change on the identity day of delivery,
(b) if by registered mail, on the earlier of the person day of receipt and the fifth (5th) business day after the day of mailing, or
(c) if by facsimile, on the first business day following the day of transmittal. If a notice is sent by registered mail and mail service is interrupted between the point of mailing and the destination by strike, slow down, force majeure or other cause within three (3) days before or after the time of mailing, the notice will not be deemed to receive be received until actually received, and the party sending the notice by providing written will use any other service which has not been so interrupted or will deliver the notice thereof in order to ensure prompt receipt.
13.11 A reference to a statute includes all other parties regulations made pursuant thereto, all amendments to the Agreementstatute or regulations in force from time to time, and any statute or regulation which supplements or supersedes such statute or regulations.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained 13.12 All sums of money which are referred to in this Agreement are for reference purposes only and shall not affect expressed in any way lawful money of Canada.
13.13 Time is of the meaning or interpretation essence of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 13.14 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth Province of Massachusetts without giving effect to the British Columbia, excluding its choice of law or conflicts of law provisions thereofrules.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Employment Agreement (Pacific Therapeutics Ltd.), Employment Agreement (Pacific Therapeutics Ltd.)
General Provisions. 6.1 All notices 7.1 It is hereby agreed and other communications given or made pursuant hereto shall declared that:
7.1.1 the covenants on behalf of the Parties to in writing be observed and performed under this Agreement shall be deemed to have been duly given treated as Local Land Charges and registered by the Borough Council in the Local Land Charges Register for the purposes of the Local Land Charges Act 1975 (as amended); and
7.1.2 nothing in this Agreement shall prejudice or made when actually received affect the rights, powers, duties and obligations of the Borough Council and the County Council in person the exercise by them of their statutory functions and the rights powers duties and obligations of the Borough Council and the County Council under private or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed public statutes bye-laws orders and regulations may be as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank fully and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either effectively exercised as if they were not a party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, 7.2 The Parties covenant to observe and perform their respective obligations on their respective parts as set out in the schedules hereto.
7.3 The Borough Council (as the case may be) will on written request from the Developer and/or the Owners certify whether or not an obligation under this Agreement has been satisfied.
7.4 Nothing in this Agreement shall be construed as granting permission to the Developer and/or the Owners or their agents or servants from time to time to carry out works on a highway.
7.5 The Owners agree that they will give the Borough Council and the County Council written notice of any change in their respective freehold ownership of the whole or of any part of its or their interest in the Site until all costs obligations under this Agreement have been discharged and expenses associated that such notice shall be provided to the Borough Council and the County Council as soon as reasonably practicable after such changes have occurred. Such written notice shall give the Borough Council details of the name and address of the current and new owners of such interest together with details of the Site to which each of their respective interests apply save that this clause shall not apply to the Disposal of individual Dwellings.
7.6 The Owners warrant that they are the owners of the Site registered at HM Land Registry under title number LT5000054 and LT396844 with full power to enter into this Agreement and there is no other person or body with an interest in the transactions contemplated hereby Site whose consent is necessary to make this Agreement binding on all interests in the Site.
7.7 The Developer agrees that it will give the Borough Council and the County Council written notice upon its being registered as a freehold owner in respect of part or all of the Site and will provide the Borough Council and the County Council with Land Registry office copy entries of its resultant interest in each of the titles referred to.
7.8 The notices and Land Registry office copy entries referred to in clause 7.7 shall be paid by provided within ten (10) Working Days of the party incurring such costs exercise of the options and expensesof registration of the relevant titles respectively.
6.3 The headings 7.9 In the event that an application is made pursuant to Section 73 of the 1990 Act for an amendment or variation to the Permission and captions planning permission is granted pursuant to Section 73 of the 1990 Act then this Agreement shall apply in full force in respect of that planning permission unless:
7.9.1 the Borough Council in their absolute discretion requires a separate Agreement under Section 106 and/or Section 106A of the 1990 Act to amend planning obligations contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them secure new planning obligations relating to the subject matter of this new planning permission; or
7.9.2 the Owners reasonably require a separate Agreement other than those set forth herein.
6.6 Each and all under Section 106 of the provisions of this Agreement shall be binding upon and inure 1990 Act to the benefit of the parties hereto and, except as otherwise specifically provided amend planning obligations contained in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or to secure new planning obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect relating to the choice of law or conflicts of law provisions thereofnew planning permission.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Section 106 Agreement, Section 106 Agreement
General Provisions. 6.1 All notices and 3.1 Unless the context or any other communications given collateral agreements between the Town or made pursuant hereto shall the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to in writing and make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to have been duly given include the words “at the sole expense of the Developer”.
3.2 The Developer hereby covenants, warrants and agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may arise directly or made when actually received in person indirectly by reason of the design, installation, construction, or operation of any of the Works required under this Agreement, or by fax, reason of the maintenance or three days after being sent lack of maintenance of such Works by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If the Developer pursuant to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxterms of this Agreement or by reason of any defect in workmanship or material.
3.3 The Developer and the Town acknowledge and agree that it is their intent that all terms, Xxxxx 00 Xxxxxxconditions and covenants contained herein:
a) shall run with the Lands; and,
b) shall be binding upon the Developer, XX 00000 Attn: Compliance Department If its heirs, executors, administrators, assigns and successors in title, from time to time; and,
c) the benefits of the said covenants shall enure to the Master Portfolio: State Street Master Funds c/o State Street Bank Town, its successors and Trust Company X.X. Xxx 0000 Xxxxxxassigns in title, XX 00000 Attn: Xxxxx Xxxxx Either party of all roads, streets, and public Lands forming part of or abutting on the Lands.
3.4 Any notices required or permitted to be given pursuant to the terms of this Agreement may change shall be given in the identity manner set out in Section 42.
3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the person to receive notice by providing written notice thereof parties hereto and upon those persons and/or corporations hereafter acquiring title to all other parties or any part of the Lands.
3.6 The Developer shall impose restrictions as set forth in Schedule "H" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation requirements of this Agreement.
6.4 3.7 The Schedules annexed hereto, being Schedules “A” to “H” inclusive, are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 67 of the Planning Act, 1990, and amendments thereto.
3.9 In constructing, installing or providing the Works, the Developer shall comply with all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation.
3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement.
3.11 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless be found to be ultra xxxxx of the Town, or otherwise unlawful, such term shall conclusively be deemed to be severable and the remainder of this Agreement mutatis mutandis shall be and remain in full force and effect so long as effect.
3.12 The Developer shall not call into question directly or indirectly, in any proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the economic or legal substance right of the transactions contemplated hereby is not affected in any manner adverse Town to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of enter into this Agreement and incorporate to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or supersede all prior negotiations proceeding as a complete and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter conclusive estoppel of this Agreement other than those set forth hereinany denial of such right.
6.6 Each and all 3.13 Time shall be of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason essence of this Agreement.
6.10 Any uncertainty or ambiguity existing herein 3.14 Prior to execution of this Agreement by the Town, the Developer shall not presumptively be interpreted against any party, but shall be interpreted according deliver to the application Town a Certificate of Status issued by the Ontario Ministry of Government and Consumer Services verifying that the Developer is a company duly incorporated under the laws of the rules Province of interpretation for arm’s length agreementsOntario and is in good standing.
6.11 Each party expressly acknowledges 3.15 The Developer hereby agrees to procure, register and provide to the provision Town any postponement agreements which the Town solicitor considers necessary to ensure that this Agreement shall have priority over any interest of a mortgagee in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectivelyLands.
6.12 3.16 The parties hereto agree Developer shall notify or cause to be notified each and acknowledge that (a) State Street has every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into this Agreement solely by the Developer.
3.17 In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Feeder Fund Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town.
3.18 In the event that no other party the Developer wishes to register more than one Plan of Subdivision over the Lands, the Developer shall have any obligation hereunder with respect to any liability first obtain the written consent of the Feeder Fund arising hereunder; (b) Town to do so, which consent shall be conditional upon the Trust has entered into Developer registering such Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town.
3.19 Any and all of the Developer’s obligations under this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfoliojoint and several.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Subdivision Agreement, Subdivision Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 (a) This Agreement and any or all terms hereof may not be changed, waived, discharged, or terminated orally, but only by way of an instrument in writing executed by the agreements Company and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth hereinEmployee.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (b) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts New Jersey without giving effect regard to legal principles pertaining to conflict of laws.
(c) It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the choice fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of law or conflicts of law provisions thereof.
6.8 This any jurisdiction where this Agreement may be executed subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in any number of counterpartssuch jurisdiction, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized maximum restriction allowed by the Trustees laws of the Trust such jurisdiction and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer restriction shall be deemed to have been made revised accordingly herein.
(d) Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in the Superior Court in the County of Mxxxxx, New Jersey or the United States District Court for the District of New Jersey, and Employee hereby agrees and consents to the personal and exclusive jurisdiction of said courts over him or her as to all suits, actions and proceedings arising out of or relating to this Agreement, and Employee further waives any claim that such suit, action or proceeding is brought in an improper or inconvenient forum.
(e) If any portion of this Agreement shall be found to be invalid or contrary to public policy, the same may be modified or stricken by a Court of competent jurisdiction, to the extent necessary to allow the Court to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification by the Court of any provision shall not have the effect of invalidating the Agreement as a whole.
(f) This Agreement constitutes the entire and exclusive agreement between Employee and Company pertaining to the subject matter thereof, and supersedes and replaces any and all earlier confidential information, invention and noncompetition agreements between Company and Employee and representations and understandings of the parties with respect thereto, without extinguishing whatsoever rights heretofore acquired by Company under any previous agreements.
(g) The Company may assign any of them individually or its rights under this Agreement to impose any liability on any of them personallysuccessor entity to the Company, including, but shall bind only not limited to, any entity formed by the trust property Company to carry on the business of the Trust as provided in its Declaration of TrustCompany.
Appears in 2 contracts
Samples: Employee Confidential Information and Noncompetition Agreement (Heartland Payment Systems Inc), Employee Confidential Information and Noncompetition Agreement (Heartland Payment Systems Inc)
General Provisions. 6.1 All notices (a) Borrower waives presentment, demand, notice, protest and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreementdemands and notices in connection with delivery, acceptance, performance or enforcement of this Note.
6.2 Unless stated otherwise herein(b) This Note, all costs together with any related loan and expenses associated with this Agreement security agreements, guaranties, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth ancillary thereto contains the entire understanding agreement between the parties concerning the subject matter of this Agreement Lender and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating Borrower with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement, commitment letter or other correspondence related thereto and representation previously made by Xxxxxx.
(c) Xxxxxxxx agrees that in any legal proceeding, a copy of this Agreement other than those set forth hereinNote kept in Xxxxxx’s course of business may be admitted into evidence as an original.
6.6 Each (d) This Note is a binding obligation enforceable against Borrower and all of the provisions of this Agreement its permitted successors and assigns and shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective Lender and its successors and assigns. Notwithstanding the foregoing, no party shall make Borrower may not assign any assignment of this Agreement or any its rights or obligations hereunder without the prior written consent of Xxxxxx. If a court deems any provision of this Note invalid, the remainder of this Note shall remain in effect.
(e) If there is more than one Borrower, each of them shall be jointly and severally liable for all other parties. As used herein, amounts and obligations which become due under this Note and the term “assignmentBorrower” shall have the meaning ascribed thereto in the 1940 Actinclude each as well as all of them.
6.7 This Agreement (f) Borrower shall be governed by and construed furnish to Bank the following financial information, in each instance prepared in accordance with generally accepted accounting principles consistently applied: (i) not later than one hundred twenty (120) days after the laws end of each fiscal year, financial information of Borrower including, without limitation, an operating statement, a cash flow statement and a balance sheet and any other information reasonably requested by Xxxxxx, prepared by Xxxxxxxx’s chief financial officer or if Borrower has no such officer, the chief financial officer of Xxxxxxxx’s manager; and (ii) such other information respecting the operations of Borrower and/or the Property as Lender may from time to time reasonably request. Borrower shall promptly notify Lender of the Commonwealth occurrence of Massachusetts without giving effect to the choice any default, Event of law Default, adverse litigation or conflicts of law provisions thereofmaterial adverse change in its financial condition.
6.8 This Agreement may be executed (g) If payment of this Note is secured by collateral, the collateral is specified in any number the collateral records of counterparts, all of which shall constitute one and Lender.
(h) No failure by the same instrumentholder hereof to exercise, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assignsno delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies under which such holder may otherwise have.
(i) All notices, demands, or other communications hereunder must be in writing and will be effective when delivered or mailed to the address set forth herein or such other address as provided by such party via overnight delivery service or personal service or, if mailed, three (3) days after deposit, postage prepaid, in an official depository maintained by the United States Post Office.
(j) Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, “Indemnitees”) and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than Xxxxxx’s own negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this AgreementNote and the related Loan Documents. This indemnity shall survive the termination of this Note.
6.10 Any uncertainty or ambiguity existing herein (k) To the fullest extent permitted by applicable law, Xxxxxxxx and Lender shall not presumptively be interpreted assert, and each hereby waives any claim against the other, on any partytheory of liability, for special, indirect, consequential or punitive damages (but shall be interpreted according to excluding direct or actual damages) arising out of, in connection with or as a result of, this Note, any related loan documents, the application transactions contemplated hereby or thereby or any loan or the use of the rules of interpretation for arm’s length agreementsproceeds.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Term Note (Griffin Land & Nurseries Inc), Term Note (Griffin Land & Nurseries Inc)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 (a) This Agreement and any or all terms hereof may not be changed, waived, discharged, or terminated orally, but only by way of an instrument in writing signed by the agreements and other documents delivered pursuant hereto set forth Chief Executive Officer of the entire understanding between the parties concerning the subject matter of this Agreement and incorporate Corporation which employs Employee or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth hereinsuch officer's designee.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (b) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts without giving effect New Jersey or any other jurisdiction.
(c) It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the choice fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of law or conflicts of law provisions thereof.
6.8 This any jurisdiction where this Agreement may be executed subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in any number of counterpartssuch jurisdiction, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized maximum restriction allowed by the Trustees laws of the Trust such jurisdiction and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer restriction shall be deemed to have been made revised accordingly herein. Employee further consents to personal jurisdiction in the State of New Jersey for the purposes of enforcing this Agreement and further agrees that the State of New Jersey is and shall be a convenient forum.
(d) If any portion of this Agreement shall be found to be invalid or contrary to public policy, the same may be modified or stricken by any a Court of them individually or competent jurisdiction, to impose any liability on any of them personally, but shall bind only the trust property extent necessary to allow the Court to enforce such provision in a manner which is as consistent with the original intent of the Trust provision as provided in its Declaration possible. The striking or modification by the Court of Trustany provision shall not have the effect of invalidating the Agreement as a whole.
(e) This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns.
(f) This Agreement constitutes the entire and exclusive agreement between Employee and Corporation pertaining to the subject matter thereof, and supersedes and replaces any and all earlier confidential information, invention and non-competition agreements between Corporation and Employee and representations and understandings of the parties with respect thereto, without extinguishing whatsoever rights heretofore acquired by Corporation under any previous agreements.
Appears in 2 contracts
Samples: Employee Confidential Information, Invention and Non Competition Agreement (Osteotech Inc), Employee Confidential Information, Invention and Non Competition Agreement (Osteotech Inc)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings, and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have Underwriters, any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon person controlling any of the interest holdersUnderwriters, Trusteesthe Company, officers, the officers or employees or agents of the Trust personallyCompany, but shall bind only or any person controlling the trust property Company, (ii) acceptance of the Trust, Offered Securities and payment for them as provided in its Declaration of Trust. The execution contemplated hereby and delivery (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chairman The foregoing Underwriting Agreement have been authorized is hereby confirmed and accepted by the Trustees Underwriters as of the Trust and this Agreement will be signed by an officer date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxxx Xxxxx Title: Chairman Prime Number Capital LLC [●] [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Underwriter’s Warrants: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Zhongjin International Limited Hong Kong Erhua Medical Technology (Changzhou) Co., Ltd PRC Changzhou Zhongjin Medical Co, Ltd PRC Zhongjin Medical Taizhou Co., Ltd. PRC Changzhou Zhongjin Jing’ao Trading Co., Ltd PRC [●], 2022 Prime Number Capital LLC, As Representative of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property underwriters of the Trust as provided Company 00 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative (the “Representative”) of the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with JIN MEDICAL INTERNATIONAL LTD., a Cayman Islands exempted company (the “Company”), in its Declaration connectin to the initial public offering (the “Offering”) of Trustthe Company’s ordinary shares, par value $0.001 per share (the “Shares”).
Appears in 2 contracts
Samples: Underwriting Agreement (Jin Medical International Ltd.), Underwriting Agreement (Jin Medical International Ltd.)
General Provisions. 6.1 11.1 All notices periods of time referred to in this Agreement (other than references to business days ) shall include all Saturdays, Sundays or State of New York holidays provided that if the date or last date to perform the act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or State of New York holiday, such act or notice may be timely performed or given if performed or given on the next succeeding day which is not a Saturday, Sunday or State of New York holiday.
11.2 All notices, requests, consents and other communications given required or made pursuant hereto permitted hereunder shall to be in writing and shall be deemed to have been duly effectively given or made when actually received in person delivered upon confirmed facsimile transmission, personal delivery or by fax, the day following delivery to a courier service which guarantees overnight delivery of such notice or three five (5) days after being sent deposit with the U.S. Post Office, by registered or certified or registered United States mail, return receipt requested, postage prepaid, and, in the case of courier or mail delivery, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx intended recipient at his or its address as shown on Schedule I attached hereto or such other address as a party may specify in writing.
11.3 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, whether oral or written, relating to the subject matter hereof (it being understood that this Section 11.3 is not intended to obviate the respective rights and obligations of Xxxxxx, Xxxxx 00 Holdco and the other parties thereto under the Investors Agreement (No. 1) dated as of the same date as this Agreement among Holdco, Xxxxxx, XX 00000 Attn: Compliance Department If XXX and TP).
11.4 Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the Master Portfolio: State Street Master Funds c/o State Street Bank extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof, and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11.5 The headings of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs articles and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions sections contained in this Agreement are solely for reference purposes only the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If . The definitions in Section 1 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any term pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, Exhibits and Schedules shall be deemed references to and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the "Certificate of Incorporation", "Restated Certification of Incorporation", "Articles of Incorporation", "charter", "organizational or governing documents" or "By-laws" of any Entity, to any agreement (including this Agreement) or other Contract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "Controlled Affiliate") which is invalidbased on a specified characteristic, illegal qualification, feature, relationship or incapable status shall, as of being enforced by any rule of lawtime, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse refer only to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall Persons who have the meaning ascribed thereto in the 1940 Actspecified characteristic, qualification, feature, relationship or status as of that particular time.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Stockholders' Agreement (Turner Broadcasting System Inc), Stockholders' Agreement (Time Warner Inc/)
General Provisions. 6.1 All notices 1.1 Definitions Unless the context otherwise requires, the following terms & expressions, whenever used in this Contract, shall have the following meanings hereinafter respectively ascribed to them: a) “Advance Payment Guarantee” shall mean advance payment guarantee to be furnished by Service Provider by way of bank guarantee issued by a Scheduled commercial bank in India for an amount equivalent to mobilization advance (if any) disbursed in terms of this Contract and as per the format enclosed at Appendix D hereto. b) “Applicable Law” shall mean all laws, bye-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees and any other communications given instruments having the force of law in India, as they may be issued and in force from time to time. c) “Applicable Permits” shall mean any and all permission, clearances, consents, approvals, authorisations, notifications, acknowledgements, licenses, no-objections and permits of any Government authority required in connection with and/or for undertaking, performing or made pursuant hereto shall to in writing and shall be deemed to have been duly given discharging the Service obligations or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity fulfilment of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions Service requirements as contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference Contract. d) “Contract Value” shall mean the aggregate amount computed as arithmetic product of: (i) the Kind and number of Resource deployed [as per details set out at Annexure I [Appendix A]; and (ii) the L1 Rates quote of Service Provider made in its Financial Bid, based on which it was selected. For the purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used hereinContract, the term “assignmentL1 Rates” shall have mean the meaning ascribed thereto respective rate corresponding to relevant Resource, as quoted by Service Provider in its Financial Bid and reproduced in Annexure I of Appendix A hereto. e) “Contract” means this Contract signed by the 1940 Act.
6.7 This Agreement shall be governed by Parties and construed all the attached documents listed in accordance with its Clause 1 hereto, that is General Conditions (GCC), the laws Special Conditions (SCC), and the Appendices, as of the Commonwealth date hereof. f) Confidential Information” means all documents and other forms of Massachusetts without giving effect information, including oral and electronics communications, disclosed by a Party or its representatives to the choice of law other Party or conflicts of law provisions thereofthat Party‟s representatives in connection with this Contract and expressly or impliedly indicated to be confidential.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Service Agreement, Service Contract
General Provisions. 6.1 All notices (a) This Agreement, together with the Plan, constitutes the entire agreement between the Company and other communications given the Grantee regarding the grant of the Shares.
(b) The Committee may modify this Agreement to bring it into compliance with any valid and mandatory government regulation or made pursuant hereto exchange listing requirement. This Agreement may also be amended by the Committee with the consent of the Grantee. Any such amendment shall to be in writing and signed by the Company and the Grantee.
(c) Nothing contained in this Agreement shall be deemed to have been duly given require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or made when actually received in person to modify any agreement between the Grantee and the Company or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed its Subsidiaries relating thereto.
(d) The Committee may from time to time impose any conditions on the Shares as follows: If it deems reasonably necessary to ensure that the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Plan and this Award satisfy the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity conditions of Rule 16b-3 of the person to receive notice by providing written notice thereof to all other parties to Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the AgreementSecurities Act of 1933, as amended.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and (e) The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation intent of this Agreement.
6.4 If any term or other provision (f) Grantee hereby acknowledges receipt of this Agreement is invalid, illegal or incapable a copy of being enforced the Plan and the Plan’s prospectus and agrees to be bound by any rule of law, or public policy, all other conditions the terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance thereof. The terms of the transactions contemplated hereby is not affected Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding conflict between the parties concerning the subject matter terms of this Agreement and incorporate or the provisions of the Plan, the provisions of the Plan shall be deemed to supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (g) This Agreement shall be governed by by, and construed enforced in accordance with with, the laws of the Commonwealth of Massachusetts Pennsylvania without giving effect regard to the application of the principals of conflicts or choice of law or conflicts of law provisions thereoflaws.
6.8 (h) This Agreement may be executed executed, including execution by facsimile signature, in any number of one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute be deemed to be one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/), Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxx Xxxx Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: [●] Title: [●] By: Name: [●] Title: [●] Prime Number Capital LLC Shengang Securities Company Limited [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per one Share: $[●] Underwriting Discount per one Share: 7.5% per share (or $[●] per share) Proceeds to Company per one Share (before expenses): [●] Xxxxxxx Xxx Xxxxx Xxxx Tongying Zhang Xxxxxxxx X Xx Xxx Xxxxx Xxxx Xxxx Bright Accomplish Limited Kang Fu International Medical Co., Limited Hong Kong Yangzhou Huada Medical Device Co., Ltd The People’s Republic of China Jiangsu Yada Technology Group Co., Ltd The People’s Republic of China Jiangsu Huadong Medical Device Industrial Co., Ltd The People’s Republic of China Yangzhou Guanghui Medical Technology Co., Ltd. The People’s Republic of China [●], 2021 00 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Floor 16/22/23, Chamtime International Finance Center 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx, 000000 named on Annex A to the Underwriting Agreement Dear Sirs: As an inducement to the underwriters, for which Prime Number Capital LLC and Shengang Securities Company Limited is acting as representatives (the “Representatives”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Meihua International Medical Technologies Co., Ltd. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that no without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other party shall have agreement that transfers, in whole or in part, any obligation hereunder of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any liability of the Feeder Fund arising hereunder; Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The Lock-Up Period will commence on the date of this Agreement and continue and include the date 365 days following the consummation of the Offering. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the Trust transferee has entered agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, transfers to the beneficiary of such trust, (v) by testate succession or intestate succession or (vi) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(v), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. Furthermore, notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities in a transaction not involving a public offering or public resale; provided that (x) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (y) no filing by any party under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer and (z) such Undersigned is not an affiliate (as defined under Rule 12b-2 of the Exchange Act) to the Company. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, nor more remote than first cousin. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Ordinary Shares if such transfer would constitute a violation or breach of this Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement solely and that upon request, the undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the undersigned shall be released from all obligations under this Agreement if (i) the Company notifies the Representative that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder, or (iii) the Offering is not completed by [●]. The undersigned understands that the underwriters named in the Underwriting Agreement are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. Very truly yours, By: (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and an entity) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (c180) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master PortfolioDAYS BEGINNING ON THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING (AS DEFINED BELOW) UNDER THE REGISTRATION STATEMENT NO.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders: 333-258659 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: SELL, TrusteesTRANSFER, officersASSIGN, employees or agents of the Trust personallyPLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF PRIME NUMBER CAPITAL LLC AND SHENGANG SECURITIES COMPANY LIMITED, but shall bind only the trust property of the TrustEACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, as provided in its Declaration of TrustIN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the TrustTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], acting as such20[●] [DATE THAT IS 180 DAYS BEGINNING ON THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personallyEASTERN TIME, but shall bind only the trust property of the Trust as provided in its Declaration of Trust[●], 20[●] [DATE THAT IS FOUR YEARS AFTERTHE EFFECTIVE DATE OF THE OFFERING].
Appears in 2 contracts
Samples: Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.), Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.)
General Provisions. 6.1 All notices (a) The stock certificates for any Ownership Interests shall be endorsed with the following restrictive legend: “The shares represented by this certificate are subject to certain restrictions and agreements contained in a Buy-Sell Agreement. A copy of the Buy-Sell Agreement and all applicable amendments thereto will be furnished by the Company to the record holder of this certificate without charge upon written request to the Company at its principal place of business or registered office.”
(b) No amendment, modification, or other communications given or made pursuant hereto alteration to this Agreement shall to be valid unless memorialized in writing and shall be deemed to have been duly given or made when actually received in person or executed by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank all Owners and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all any other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in hereto. No waiver of any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding valid unless in writing and signed by the party or parties against whom such waiver is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement, or understanding set forth herein shall not be construed as a waiver of the right to insist upon strict performance of same or any other condition, promise, agreement, or understanding at a future time.
(c) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes any other agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the parties with respect to the subject matter hereof except for the agreements, representations, warranties, promises, covenants, arrangements, communications and understandings contained in this Agreement.
(d) The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
(e) Except as may be otherwise specified herein, this Agreement shall inure to the benefit of of, and shall be binding upon, the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors personal or legal representatives, heirs, successors, and assigns. Notwithstanding assigns including, without limitation, subsequent holders of their respective Ownership Interests.
(f) This Agreement shall terminate and be of no further force or effect upon the foregoing, no party shall make any assignment earlier of this Agreement or any rights or obligations hereunder without (i) consummation of the written consent transfer of all of one Owner’s Ownership Interest to the other parties. As used hereinOwner and (ii) the closing of the first underwritten sale of common stock of the Company pursuant to a registration statement filed with, and declared effective by, the term Securities and Exchange Commission (the “assignment” shall have SEC”) under the meaning ascribed thereto in the 1940 ActSecurities Act of 1933, as amended.
6.7 (g) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts Texas without giving effect regard to the choice of law or its conflicts of law provisions thereof.
6.8 This Agreement may principles. The venue for any and all disputes arising hereunder shall be executed the courts of competent jurisdiction in any number of counterpartsXxxxxx County, all Texas, the jurisdiction of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreementexpressly submit.
6.10 Any uncertainty or ambiguity existing (h) The use of any gender herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personallybe and include the other gender, but shall bind only and the trust property use of the Trust singular herein shall be deemed to and include the plural (and vice versa), as provided in its Declaration of Trustappropriate.
Appears in 2 contracts
Samples: Buy Sell Agreement, Buy Sell Agreement (Whiteglove House Call Health Inc)
General Provisions. 6.1 All notices 7.1 In the event of any inconsistency or conflict between Schedule A and other communications given or made pursuant hereto shall to in writing the rest of this Agreement, including the body of this Agreement, Schedule B and shall be deemed to have been duly given or made when actually received in person or by faxSchedule C, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to rest of this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreementshall govern.
6.2 Unless stated otherwise herein7.2 The parties may, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained mutual agreement in this Agreement are for reference purposes only and shall not affect in writing, add to, delete or amend any way the meaning term or interpretation condition of this Agreement.
6.4 If any term or other provision 7.3 This Agreement shall not be assigned by the Recipient without the prior written consent of this the Minister.
7.4 This Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions binding upon the parties’ successors and provisions of this assignees.
7.5 This Agreement shall nevertheless remain in full force is the entire agreement between the Minister and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner Recipient with respect to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement Project and the agreements Grant and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede supersedes all prior previous agreements, negotiations and understandings. There are no covenantsagreements, promisesrepresentations, agreementswarranties, terms, conditions or understandings, either oral or written, between them relating to the subject matter commitments except as expressed in this Agreement.
7.6 No waiver of any provision of this Agreement other than those set forth herein.
6.6 Each is effective unless made in writing, and all any such waiver has effect only in respect of the provisions of this Agreement shall be binding upon and inure to particular provision or circumstance stated in the benefit waiver. No representation by either of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding with respect to the foregoing, no party shall make performance of any assignment of obligation under this Agreement or any rights or obligations hereunder without is capable of giving rise to an estoppel unless the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto representation is made in the 1940 Actwriting.
6.7 This 7.7 The Minister’s responsibility pursuant to this Agreement shall be governed by and construed is limited solely to the provision of financial assistance in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereofterms and conditions set out herein.
6.8 This Agreement may be executed 7.8 Nothing in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended makes, or shall be construed to confer upon make the Recipient or give any personof its employees, other than directors, officers, contractors or agents an agent of the parties hereto Minister. Nothing in this Agreement creates, or shall be construed to create an agency, partnership, joint venture or employment relationship between the Minister and their successors the Recipient or assignsany of employees, directors, officers, contractors or agents.
7.9 The Recipient shall not incur any rights expenses or remedies under debts on behalf of, nor make any commitments for the Minister.
7.10 The Minister may, in the Minister’s sole and absolute discretion, delegate any duties, powers or by reason functions relating to the provisions of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party7.11 All notices, but approvals, consents and other communication under this Agreement shall be interpreted according in writing and will be effective when delivered in person, by mail, e-mail, couriered or faxed to the application of the rules of interpretation for arm’s length agreementsfollowing respective addresses: Name: Click here to enter name. Position: Click here to enter position. Branch: Click here to enter branch. Division: Click here to enter division. Alberta Labour and Immigration Address: Click here to enter address.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
General Provisions. 6.1 All notices and other communications given (a) Except as specifically revised or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by faxwaived set forth above, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Credit Agreement and the transactions contemplated hereby other Loan Documents shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance and are hereby ratified and confirmed. Each of the transactions contemplated Credit Parties hereby confirms its respective guarantees, pledges, grants of security interests and mortgages and other obligations, as applicable, under and subject to the terms of each of the other Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Modification Agreement, such guarantees, pledges, grants of security interests and mortgages and other obligations, and the terms of each of the other Loan Documents to which it is a party, are not impaired or affected in any manner adverse whatsoever and shall continue to be in full force and effect after giving effect to this Modification Agreement.
(b) The execution, delivery and effectiveness of this Modification Agreement shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the Effective Date of this Modification Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as revised hereby.
(c) Each Credit Party acknowledges and agrees that the revisions, waivers and consents set forth herein are effective solely for the purposes set forth herein and shall not be deemed (i) except as expressly provided in this Modification Agreement, to be a consent by the Agent or any Lender to any party. Upon such determination that amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate the Agent or Lenders to forbear, waive, consent or execute similar revisions or waivers under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of the Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Modification Agreement.
(d) This Modification Agreement may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Modification Agreement by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Modification Agreement.
(e) In case any provision is in or obligation under this Modification Agreement shall be invalid, illegal or incapable of being enforcedunenforceable in any jurisdiction, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent validity, legality and enforceability of the parties as closely as possible remaining provisions or obligations, or of such provision or obligation in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possibleany other jurisdiction, shall not in any way be affected or impaired thereby.
6.5 (f) This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Modification Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns. Notwithstanding .
(g) Without limiting the foregoinggeneral applicability of Section 8.2 of the Credit Agreement, no party shall make any assignment the Credit Parties agree to reimburse the Agent for the reasonable fees, costs and expenses of counsel in connection with the preparation, negotiation, execution, delivery and administration of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Modification Agreement.
6.10 Any uncertainty or ambiguity existing (h) This Modification Agreement shall constitute a Loan Document.
(i) Section headings in this Modification Agreement are included herein for convenience of reference only and shall not presumptively be interpreted against constitute a part of this Modification Agreement for any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreementsother purposes.
6.11 Each party expressly acknowledges (j) THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS MODIFICATION AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. <Signatures Appear on the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.Following Pages>
Appears in 2 contracts
Samples: Loan Modification Agreement (Sunlink Health Systems Inc), Loan Modification Agreement (Sunlink Health Systems Inc)
General Provisions. 6.1 8.1. This Agreement may only be amended by decision of Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock and by the execution of a specific instrument.
8.1.1. Any Shareholder who disagrees with the decision to amend this Agreement made by Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock may have his/her Shares discharged from this Agreement by sending written notice to this effect to the other Shareholders, provided that such Shareholder (a) shall have his/her rights set forth in Section II of this Agreement removed or unfavorably modified or (b), in view of the proposed change, shall be affected by any other material, unfavorable change in his/her contractual rights hereunder or set forth in the applicable laws.
8.2. Starting on the date hereof, no Shareholder may execute any other shareholders’ agreement or similar instrument concerning the Company or the Shares without the previous written consent of those holding at least seventy-five percent (75%) of the Relating Capital Stock. Each of the Shareholders hereby consents to the other Shareholders executing the Shareholders Agreement.
8.3. The Shareholders may xxxxx xxxxxx of attorney to third parties for the same to represent them before the Company at shareholders’ meetings and any corporate actions, on condition that such third parties shall vote and/or proceed as set forth in this Agreement, which condition shall be set forth in any such powers of attorney.
8.4. Each Shareholder agrees to take any and all such steps as may be needed for a proper and full performance of the obligations assumed under this Agreement.
8.5. If any provisions contained in this Agreement is held null or ineffective, then such fact will not compromise the validity and effectiveness of any other provisions, which shall be fully observed, and the Shareholders agree to use their best efforts to agree on a valid alternative to achieve the same effects as intended by the provision having been held null or ineffective.
8.6. Subject to the provisions of this Agreement specifically in this respect, this Agreement is binding upon the Shareholders and their respective heirs, successors and assigns in any capacity. The Shareholders agree, on behalf of themselves and their successors, to abide by the rules set forth in this Agreement, as well as the rules set forth in the Company’s other shareholders agreements.
8.7. All notices and other and/or communications given or made pursuant hereto under and/or related to this Agreement shall to be in writing and delivered in person, by mail or by e-mail, with return notice (or proof of delivery, for e-mail) requested in any event, and shall be addressed to the Shareholders as shown below:
(a) If to Nércio: Name: Nércio Xxxx Xxxxxxxx Xxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx
(b) If to Xxxxxxx: Name: Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx
(c) If to Alon: Name: Xxxx Xxxxx Address: Xxx Xxxxx Xxxxxxx, xx 000, 0x andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxx.xxxxx@xxxx.xxx.xx
(d) If to Xxxxxx: Name: Xxxxxx Xxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx
(e) If to Xxxxxx: Name: Xxxxxx Xxxxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx
(f) If to the Company: Name: Linx S.A., care of Chief Executive Officer Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx
8.7.1. Any notices given under this Section shall be deemed to have been duly given or made when actually received delivered: (a) at the time of delivery if delivered in person or by fax, or three days after being person; (b) at the time of receipt if sent by certified mail or registered United States courier; (c) at the time when proof of delivery is received by the sender, if sent by e-mail, return receipt requested, postage prepaid, addressed as follows: If to .
8.7.2. Any of the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person address to receive notice which notices are to be sent by providing giving written notice thereof to all the other parties according to the AgreementSection 8.7 above.
6.2 Unless stated otherwise herein8.7.3. For the purposes of article 118, all costs and expenses associated § 10, of the Corporation Law, each Shareholder appoints the individuals named in Section 8.7 above as their respective representatives for the purposes of any communications with this Agreement and the transactions contemplated hereby shall be paid by Company in terms of providing or receiving information whenever necessary, in accordance with the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provisions of this Agreement.
6.4 If 8.8. The Shareholders acknowledge that a mere payment of damages would not be an appropriate compensation for any term or other provision default of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in obligations undertaken under this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed which permits specific performance in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereoflaw.
6.8 8.9. This Agreement may be executed in any number of counterpartsAgreement, all of which shall constitute one as signed and initialed on the same instrumentdate hereof, and any party hereto may execute together with the exhibit hereto, is the entire understanding among the Shareholders, by said date, on the transaction carried out hereunder. The Shareholders agree that this Agreement accurately reflects the negotiations previously held and their respective intents and fully supersedes any other documents or memoranda of any nature whatsoever previously exchanged among or signed by signing one or more counterpartsthe parties, including the 2012 Shareholders Agreement, which is hereby terminated with no further formalities by the Shareholders for all legal purposes. It is hereby agreed that, for all intents and purposes, only this Agreement shall govern the relationships among Shareholders concerning the provisions hereof.
6.9 Nothing herein expressed or implied is intended or 8.10. The Shareholders shall be construed use their best efforts to confer upon or give any person, other than the parties hereto try and their successors or assigns, any rights or remedies under or by reason amicably resolve all disputes arising out of this Agreement. If there should be any dispute, the Shareholder interested in resolving it shall send written notice to the other party with a view to holding amicable, good-faith negotiations in order to resolve the dispute within a period of thirty (30) days of the receipt of such notice.
6.10 Any uncertainty or ambiguity existing herein 8.11. Should the Shareholders fail to reach an amicable agreement on the dispute within the period set forth in Section 8.10 above, then the legal representative of one of the interested Shareholders shall not presumptively be interpreted against any partygive written notice to the legal representatives of the other interested Shareholder calling for them to jointly and amicably seek, within a period of thirty (30) days of such new notice, the best possible solution for the Shareholder involved.
8.12. If, upon expiration of the period set forth in Section 8.11 above, the legal representatives should fail to reach an amicable consensus on the dispute, then all matters, questions and disputes generally related to this Agreement, including, but not limited to, any question concerning its existence, effectiveness and termination, shall be interpreted referred to arbitration according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.following provisions:
Appears in 2 contracts
Samples: Shareholders Agreement (Linx S.A.), Shareholders Agreement (Linx S.A.)
General Provisions. 6.1 All notices (a) The Tenant shall, at its sole cost and other communications given expense, carry or made pursuant hereto shall cause to be carried the insurance coverages set forth in writing and this Article on each Individual Property. Copies of certificates evidencing such coverages shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If delivered to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Landlord and the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the AgreementAgent.
6.2 Unless stated otherwise herein(b) The Tenant expressly understands and agrees that any insurance protection required by this Lease shall in no way limit the Tenant's obligations assumed under this Lease, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect be construed to relieve the Tenant from liability with respect to the deductible and/or self retention provisions which may be contained therein and which may be applicable to any claim or loss for which insurance is provided, nor from any other liability in excess of such coverage, nor shall it preclude the Landlord or the Agent from taking such other actions as are available to it under any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement Lease or otherwise in law.
(c) All insurance provided for in this Lease shall nevertheless remain be effected under valid and enforceable policies, in such forms and, from time to time after the Commencement Date, issued by financially sound and responsible insurance companies authorized to do business in the Applicable State which have been approved by the Landlord and the Agent (which approvals shall not be unreasonably withheld provided such companies have a Best policyholder rating of not less than A- and a Best financial size rating of not less than VII). At least 10 days before each Individual Commencement Date, and thereafter not less than 15 days prior to the expiration dates of the policies theretofore furnished pursuant to this Article, originals of the policies (or certificates of the insurers in form reasonably satisfactory to the Landlord) for each Individual Property, accompanied by evidence satisfactory to the Landlord and the Agent of payment of the first installment of the premiums, shall be delivered by the Tenant to the Landlord, it being understood that such insurance may be provided under blanket policies maintained by the Tenant, in which event the Tenant shall provide evidence that (x) such policy is in full force and effect effect, (y) the Tenant has paid all amounts then due thereunder and (z) the Improvements are included as insurance property under the terms of such policy.
(d) The Tenant, the Landlord and the Agent will review every two years the amounts of coverage provided taking into account all material facts including inflation and the full insurable value of the Improvements. The Landlord or the Agent may require additional amounts of coverage provided such additional amounts are consistent with the amounts of insurance customarily provided by owners or tenants of similar properties.
(e) All policies of insurance provided for or contemplated by this Article shall name the Landlord and the Tenant and, for so long as the economic Letters of Credit, or legal substance any of the transactions contemplated hereby is not affected in them, or any manner adverse to any party. Upon such determination that any term or other provision is invalidObligations, illegal or incapable of being enforcedshall be outstanding, the parties hereto shall negotiate Agent as the insured, additional insured or loss payee, as their respective interests may appear.
(f) All policies of insurance provided for in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled Article shall, to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate reasonably obtainable, contain clauses or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating endorsements to the subject matter effect that:
(i) No act of this Agreement other than those set forth herein.
6.6 Each and all negligence of the provisions Tenant, or anyone acting for the Tenant, or of this Agreement shall be binding upon and inure to the benefit any space tenant which might otherwise result in a forfeiture of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement such insurance or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” part thereof shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number way affect the validity or enforceability of counterparts, all of which shall constitute one and such insurance insofar as the same instrument, and any party hereto may execute this Agreement by signing one Landlord or more counterparts.the Agent is concerned; and
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (aii) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder Such policies shall not be binding changed or canceled without at least 30 days' notice (10 days' notice for nonpayment) to the Landlord and the Agent; and
(iii) The Landlord shall not be liable for any premiums thereon or subject to any assessments thereunder.
(g) The Tenant shall not carry separate or additional insurance, concurrent in form or contributing in the event of any loss with any insurance required to be maintained by the Tenant under this Lease, unless such separate or additional insurance shall comply with and conform to all the provisions and conditions of this Article 22 and the Landlord and the Agent consent in writing to such separate additional or concurrent insurance, which consent shall not be unreasonably withheld. The Tenant shall promptly give notice to the Landlord and the Agent of such separate or additional insurance and shall promptly deliver to the Landlord and the Agent a certificate of insurance in form reasonably satisfactory to each of them.
(h) In respect of any real, personal or other property located in, at or upon any the Leased Property, and in respect of the interest holdersLeased Property, Trusteesthe Tenant hereby releases the Landlord and the Agent and the Lenders from any and all liability or responsibility to the Tenant or anyone claiming by, officersthrough or under the Tenant, employees by way of subrogation or agents otherwise, for any loss or damage caused by fire or any other casualty whether or not such fire or other casualty shall have been caused by the fault or negligence of the Trust personallyLandlord, but shall bind only the trust property of Trustee or anyone for whom the Trust, as provided in its Declaration of TrustLandlord or the Trustee may be responsible. The execution and delivery of this Agreement have been authorized by Tenant shall require its insurance carriers to include in the Trustees of Tenant's policies a clause or endorsement, if reasonably obtainable, whereby the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Tenant shall be deemed permitted to have been made by any of them individually or release other persons without invalidating the insurance, or, if not obtainable, the Tenant shall cause the Landlord and the Trustee to impose any liability on any of them personally, but shall bind only the trust property of the Trust be named as provided in its Declaration of Trustinsureds under such policies.
Appears in 2 contracts
Samples: Master Lease (Carmike Cinemas Inc), Master Lease (Helmstar Group Inc)
General Provisions. 6.1 8.1. This Agreement may only be amended by decision of Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock and by the execution of a specific instrument.
8.1.1. Any Shareholder who disagrees with the decision to amend this Agreement made by Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock may have his/her Shares discharged from this Agreement by sending written notice to this effect to the other Shareholders, provided that such Shareholder (a) shall have his/her rights set forth in Section II of this Agreement removed or unfavorably modified or (b), in view of the proposed change, shall be affected by any other material, unfavorable change in his/her contractual rights hereunder or set forth in the applicable laws.
8.2. Starting on the date hereof, no Shareholder may execute any other shareholders’ agreement or similar instrument concerning the Company or the Shares without the previous written consent of those holding at least seventy-five percent (75%) of the Relating Capital Stock. Each of the Shareholders hereby consents to the other Shareholders executing the Shareholders Agreement.
8.3. The Shareholders may xxxxx xxxxxx of attorney to third parties for the same to represent them before the Company at shareholders’ meetings and any corporate actions, on condition that such third parties shall vote and/or proceed as set forth in this Agreement, which condition shall be set forth in any such powers of attorney.
8.4. Each Shareholder agrees to take any and all such steps as may be needed for a proper and full performance of the obligations assumed under this Agreement.
8.5. If any provisions contained in this Agreement is held null or ineffective, then such fact will not compromise the validity and effectiveness of any other provisions, which shall be fully observed, and the Shareholders agree to use their best efforts to agree on a valid alternative to achieve the same effects as intended by the provision having been held null or ineffective.
8.6. Subject to the provisions of this Agreement specifically in this respect, this Agreement is binding upon the Shareholders and their respective heirs, successors and assigns in any capacity. The Shareholders agree, on behalf of themselves and their successors, to abide by the rules set forth in this Agreement, as well as the rules set forth in the Company’s other shareholders agreements.
8.7. All notices and other and/or communications given or made pursuant hereto under and/or related to this Agreement shall to be in writing and delivered in person, by mail or by e-mail, with return notice (or proof of delivery, for e-mail) requested in any event, and shall be addressed to the Shareholders as shown below:
(a) If to Nércio: Name: Nércio Xxxx Xxxxxxxx Xxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx
(b) If to Xxxxxxx: Name: Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx
(c) If to Alon: Name: Xxxx Xxxxx Address: Xxx Xxxxx Xxxxxxx, xx 000, 0x andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxx.xxxxx@xxxx.xxx.xx
(d) If to Xxxxxx: Name: Xxxxxx Xxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx
(e) If to Xxxxxx: Name: Xxxxxx Xxxxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx
(f) If to the Company: Name: Linx S.A., care of Chief Executive Officer Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx
8.7.1. Any notices given under this Section shall be deemed to have been duly given or made when actually received delivered: (a) at the time of delivery if delivered in person or by fax, or three days after being person; (b) at the time of receipt if sent by certified mail or registered United States courier; (c) at the time when proof of delivery is received by the sender, if sent by e-mail, return receipt requested, postage prepaid, addressed as follows: If to .
8.7.2. Any of the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person address to receive notice which notices are to be sent by providing giving written notice thereof to all the other parties according to the AgreementSection 8.7 above.
6.2 Unless stated otherwise herein8.7.3. For the purposes of article 118, all costs and expenses associated § 10, of the Corporation Law, each Shareholder appoints the individuals named in Section 8.7 above as their respective representatives for the purposes of any communications with this Agreement and the transactions contemplated hereby shall be paid by Company in terms of providing or receiving information whenever necessary, in accordance with the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation provisions of this Agreement.
6.4 If 8.8. The Shareholders acknowledge that a mere payment of damages would not be an appropriate compensation for any term default of obligations undertaken under this Agreement, which permits specific performance in accordance with the law.
8.9. This Agreement, as signed and initialed on the date hereof, together with the exhibit hereto, is the entire understanding among the Shareholders, by said date, on the transaction carried out hereunder. The Shareholders agree that this Agreement accurately reflects the negotiations previously held and their respective intents and fully supersedes any other documents or other provision memoranda of any nature whatsoever previously exchanged among or signed by the parties, including the 2012 Shareholders Agreement, which is hereby terminated with no further formalities by the Shareholders for all legal purposes. It is hereby agreed that, for all intents and purposes, only this Agreement shall govern the relationships among Shareholders concerning the provisions hereof.
8.10. The Shareholders shall use their best efforts to try and amicably resolve all disputes arising out of this Agreement is invalidAgreement. If there should be any dispute, illegal the Shareholder interested in resolving it shall send written notice to the other party with a view to holding amicable, good-faith negotiations in order to resolve the dispute within a period of thirty (30) days of the receipt of such notice.
8.11. Should the Shareholders fail to reach an amicable agreement on the dispute within the period set forth in Section 8.10 above, then the legal representative of one of the interested Shareholders shall give written notice to the legal representatives of the other interested Shareholder calling for them to jointly and amicably seek, within a period of thirty (30) days of such new notice, the best possible solution for the Shareholder involved.
8.12. If, upon expiration of the period set forth in Section 8.11 above, the legal representatives should fail to reach an amicable consensus on the dispute, then all matters, questions and disputes generally related to this Agreement, including, but not limited to, any question concerning its existence, effectiveness and termination, shall be referred to arbitration according to the following provisions:
(i) The arbitration shall be submitted to the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“CCBC”), in accordance with the CCBC’s Arbitration Rules (hereinafter referred to as the “Rules”).
(ii) The dispute shall be resolved by an Arbitral Tribunal (the “Arbitral Tribunal”) consisting of three (3) arbitrators. Each party shall designate one arbitrator, and the two (2) arbitrators so designated shall, by mutual agreement within a period of ten (10) days of the receipt of notice to be sent by the CCBC, appoint the third arbitrator, who shall act as president of the Arbitral Tribunal. Upon lapse of such period of ten (10) days, if the arbitrators appointed by the parties should fail to reach an agreement on the appointment of the third arbitrators, who shall serve as president, such third arbitrator shall be appointed by the President of the CCBC. Where there are multiple parties, whether as plaintiffs or incapable respondents, such multiple plaintiffs or multiple respondents shall jointly designate one arbitrator.
(iii) The arbitration shall be held in the City of São Paulo, Brazil, where the arbitration award will be issued. The arbitration procedure shall be held in Portuguese and in accordance with Law No. 9.307/96.
(iv) Without prejudice to the effectiveness of this arbitration clause, the parties hereby elect, to the exclusion of any others, the courts in the Judicial District of São Paulo, State of São Paulo, if and when necessary, exclusively for the purposes of: (i) enforcing any obligations that are promptly capable of being enforced by court order; (ii) securing restraining orders or injunctive relief to assure the effectiveness of the arbitration procedure; and (iii) obtaining any rule of lawspecific performance order, it being understood that once such restraining order or public policyspecific performance order is obtained, then full and exclusive powers to resolve any and all other conditions such matters, whether procedural or on the merits, as may have given rise to the filing for relief or specific performance order shall be restored to the Arbitral Tribunal to be appointed or having already been appointed, and provisions the relevant legal proceedings shall be suspended until a partial or final decision in the matter is rendered by the Arbitral Tribunal. Any filings provided for in this section shall not operate as a waiver of this Agreement shall nevertheless remain in arbitration clause or the full force and effect so long as the economic or legal substance jurisdiction of the transactions contemplated hereby Arbitral Tribunal.
(v) The Arbitral Tribunal shall render its award within a period of twelve (12) months as of the execution of the Arbitration Agreement. This period may be extended for up to six (6) months by the Arbitral Tribunal, to the extent justification is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, given.
(vi) The arbitration award shall fix the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent arbitration fees and decide which of the parties as closely as possible shall bear them in an acceptable manner what proportions they shall be shared by the parties. In any event, each party shall pay its own attorney’s fees.
(vii) The Shareholders and the arbitrators shall keep any and all information concerning the arbitration in secrecy.
(viii) The Shareholders and the Company agree that any order, decision or determination by the Arbitral Tribunal shall be final and binding upon the parties to the end relevant dispute.
(ix) The Company represents that the transactions contemplated hereby are fulfilled it is bound by this arbitration clause for all legal purposes.
(x) The arbitration shall be subject to the extent possible.
6.5 This Agreement law, and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of arbitrators shall compulsorily apply the provisions of this Agreement shall be binding upon and inure to the benefit laws of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment Federative Republic of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 ActBrazil.
6.7 8.13. This Agreement shall be governed by and construed interpreted in accordance with the laws of the Commonwealth Federative Republic of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterpartsBrazil, all of which shall constitute one and also be the same instrument, and governing law for any party hereto may execute this Agreement by signing one or more counterpartsarbitration hereunder.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Shareholders Agreement (Linx S.A.), Shareholders Agreement (Linx S.A.)
General Provisions. 6.1 All notices (a) Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Offering Statement, any Preliminary Offering Circular and the Final Offering Circular (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
(b) The respective indemnities, contribution agreements, representations, warranties and other communications given statements of the Company and the Underwriters set forth in or made pursuant hereto to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to in writing the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling the Underwriters and the Company, the officers or employees of the Company, or any person controlling the Company (ii) acceptance of the Shares and payment for them as contemplated hereby and (iii) termination of this Agreement.
(c) Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be deemed binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors, officers and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have been duly given or made when actually received in person any right under or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Shares from the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Underwriters merely because of such purchase.
(d) This Agreement may change be executed in two or more counterparts, each one of which shall be an original, with the identity same effect as if the signatures thereto and hereto were upon the same instrument.
(e) This Agreement may not be amended or modified unless in writing by all of the person parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to receive notice by providing written notice thereof to all other parties to the Agreementbenefit.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 (f) The section headings and captions contained in this Agreement herein are for reference purposes the convenience of the parties only and shall not affect in any way the meaning construction or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Underwriting Agreement (LMP Automotive Holdings Inc.), Underwriting Agreement (LMP Automotive Holdings Inc.)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings, and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have Underwriters, any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon person controlling any of the interest holdersUnderwriters, Trusteesthe Company, officers, the officers or employees or agents of the Trust personallyCompany, but shall bind only or any person controlling the trust property Company, (ii) acceptance of the Trust, Offered Securities and payment for them as provided in its Declaration of Trust. The execution contemplated hereby and delivery (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement have been authorized is hereby confirmed and accepted by the Trustees Underwriters as of the Trust date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxx Xxxxxx Title: Chief Operating Officer X.X. Xxxxxxxx & Co., Inc. Number of Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Xxxx Xxxx Zhiliang (Xxx) Xxxx Xxxx Xx Xxxxx Xxxx Xxx Xxxxxxx Xxxxxx Xxxxxxxx Xx Xxxxxxxxx Logistic Inc. Logistic services 100 % April 16, 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. [●], 2024 X.X. Xxxxxxxx & Co., Inc. 00 Xxxx Xxxxxx, 00xx Floor New York, NY 10005 Ladies and this Agreement will be signed by an officer Gentlemen: The undersigned understands that X.X. Xxxxxxxx & Co., Inc., the representative of the Trustunderwriters (the “Underwriters”), acting as suchpropose to enter into an underwriting agreement (the “Underwriting Agreement”), and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed with Armlogi Holding Corp., a Nevada corporation (the “Company”), in connection to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property initial public offering (the “Offering”) of the Trust as provided in its Declaration Company’s shares of TrustCommon Stock, par value $0.00001 per share per share (the “Shares”).
Appears in 2 contracts
Samples: Underwriting Agreement (Armlogi Holding Corp.), Underwriting Agreement (Armlogi Holding Corp.)
General Provisions. 6.1 All notices The Class A Notes to be issued on the Closing Date may be executed by the Issuer and other communications given or made pursuant hereto shall delivered to in writing the Trustee for authentication and thereupon the same shall be deemed to have been duly given or made when actually received in person or authenticated and delivered by faxthe Trustee upon Issuer Request, or three days after being sent upon compliance with Section 3.2 and upon receipt by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity Trustee of the person following:
(a) an Officer’s Certificate of the Issuer (A) evidencing the authorization by company resolutions of the execution and delivery of, among other documents, this Indenture, the Collateral Management Agreement, the Asset Transfer Agreement, the Transfer Supplements, the Securities Account Control Agreement, the Collateral Administration Agreement, the Limited Liability Company Agreement, the execution, authentication and delivery of the Class A Notes and specifying the Stated Maturity, the principal amount and Note Interest Rate of the Class A Notes to receive notice by providing written notice thereof to all other parties to be authenticated and delivered; and (B) certifying that (1) the Agreement.
6.2 Unless stated otherwise hereinattached copy of the company resolutions is a true and complete copy thereof, all costs (2) such resolutions have not been rescinded and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long on and as the economic or legal substance of the transactions contemplated hereby Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon;
(b) either (A) a certificate of the Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel on which the Trustee is entitled to rely, to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Class A Notes or (B) an Opinion of Counsel of the Issuer to the Trustee, to the effect that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Class A Notes except as may have been given for purposes of the foregoing, it being agreed that the opinions of Dechert LLP, substantially in the form of Exhibits B and C, respectively, shall satisfy this subclause (b);
(c) opinions of Dechert LLP, counsel to the Issuer dated the Closing Date, substantially in the form of Exhibit B and Exhibit C attached hereto (including all exhibits attached thereto);
(d) an opinion of Dechert LLP, counsel to the Collateral Manager dated the Closing Date;
(e) an opinion of SNR Xxxxxx US LLP, counsel to the Trustee dated the Closing Date;
(f) an Officer’s Certificate stating that the Issuer is not affected in Default under this Indenture and that the issuance of the Class A Notes will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Limited Liability Company Agreement or other organizational documents of the Issuer, any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any manner adverse Proceeding to any party. Upon such determination which the Issuer is a party or by which it may be bound or to which it may be subject; and that any term or other provision is invalid, illegal or incapable of being enforced, all conditions precedent provided in this Indenture relating to the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent authentication and delivery of the parties as closely as possible in Class A Notes have been complied with;
(g) an acceptable manner to executed copy of the end that Securities Account Control Agreement;
(h) an executed copy of the transactions contemplated hereby are fulfilled to Collateral Management Agreement;
(i) an executed copy of the extent possible.Collateral Administration Agreement;
6.5 This (j) an executed copy of the Limited Liability Company Agreement;
(k) an executed copy of the Asset Transfer Agreement and the agreements and Transfer Supplement; and
(l) such other documents delivered pursuant hereto set forth as the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically Trustee may reasonably require; provided that nothing in this Agreement, their respective successors and assigns. Notwithstanding subclause (l) shall imply or impose a duty on the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 ActTrustee to so require.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Indenture (FS Investment Corp II), Indenture (FS Investment Corp II)
General Provisions. 6.1 All notices (a) This Agreement, the Stock Purchase Agreement, the Stockholders Agreement and other communications the Registration Rights are the complete, final and exclusive statements of the agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous agreements, negotiations, representations, understandings and discussions between the parties and/or their respective representatives with respect to the subject matter covered hereby. This Agreement shall supersede Schedule 3.11 of the Stock Purchase Agreement.
(b) Any notice required or permitted hereunder shall be given or made pursuant hereto shall to in writing and shall be conclusively deemed effectively given (a) upon personal delivery to have been duly given or made the person to be notified, (b) when actually received in person or sent by faxconfirmed facsimile if sent during normal business hours of the recipient; if not, or three then on the next business day, (c) five (5) days after being sent by certified or registered deposit in the United States mail, return receipt requestedby registered or certified mail, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt addressed as follows: If set forth on the signature page of this Agreement, or at such other address as a party may designate by ten (10) days' advance written notice to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxother party.
(c) The rights and benefits of the Company under this Agreement shall be transferable to any one or more persons or entities, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If and all covenants and agreements hereunder shall inure to the Master Portfolio: State Street Master Funds c/o State Street Bank benefit of, and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to be enforceable by the Company's successors and assigns (including PriCellular). The rights and obligations of Executive under this Agreement may change only be assigned with the identity prior written consent of the person to receive notice Company and any purported transfer otherwise shall be null and void, except as permitted by providing written notice thereof to all other parties to the Stockholders Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with (d) Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and the transactions contemplated hereby every other provision of this Agreement. Any amendment or waiver of any provisions hereof shall be paid set forth in writing and shall be executed by the party incurring such costs and expenses.
6.3 both parties hereto. The headings and captions contained in this Agreement rights granted both parties herein are for reference purposes only cumulative and shall not affect in constitute a waiver of either party's right to assert all other remedies available to it under the circumstances.
(e) Executive agrees upon request to execute any way further documents or instruments necessary or desirable to carry out the meaning purposes or interpretation intent of this Agreement.
6.4 If any term or other provision of (f) Executive has reviewed this Agreement is invalidin its entirety, illegal or incapable has had an opportunity to obtain the advice of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse counsel prior to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of executing this Agreement and incorporate or supersede fully understands all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according (g) References in this Agreement to the application Stock Purchase Agreement, Stockholders Agreement and Registration Rights Agreement shall include any amendments thereto effected from time to time in accordance with the respective terms of such agreements; provided, however, that no such amendment shall alter -------- ------- any obligation of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into under this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect in a manner adverse to any liability of the Feeder Fund arising hereunder; Executive unless Executive consents in writing thereto. (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.SIGNATURE PAGE FOLLOWS)
Appears in 2 contracts
Samples: Executive Agreement (American Cellular Corp /De/), Executive Agreement (American Cellular Corp /De/)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each hereof and supersedes all prior written or oral and all of the provisions of this Agreement shall be binding upon contemporaneous oral agreements, understandings, and inure negotiations with respect to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assignsOffering. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any party hereto may execute preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties, and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Shareholder represents by so doing that [he/she/it] has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to the Power of Attorney. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing one in the space provided below. Very truly yours, By: Name: Xxxxxxx Xx Title: Chief Executive Officer By: Name: Xxxxxx Xxxx Title: Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule B hereto By: Name: Xxxxx Xxx Title: Chief Executive Officer Xxxxx Xxxx Limited Univest Securities, LLC Number of Firm Shares: [●] Number of Selling Shareholder Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to Company per Ordinary Share (before expenses): $[●] XX Xx Holding Limited 2,091,000 12 months DJZ Holding Limited 2,459,000 12 months Hongze L.P. 450,000 12 months Xxxxxxx Xx 4,550,000 12 months Jingzhu Ding 4,550,000 12 months Fengting Yin 12 months Xxxxxxx Xx 12 months Xxxxxx Xxxx 12 months Xxxxxxx Xxxxx 12 months Mingteng International Hong Kong Group Limited Hong Kong SAR Wuxi Ningteng Intelligent Manufacturing Co., Limited People’s Republic of China Xxxx Xxxxxxxx Mold Technology Co., Limited People’s Republic of China Univest Securities, LLC 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000 New York, New York 10019 Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of Ordinary Shares (the “Ordinary Shares”), or more counterparts.
6.9 Nothing herein expressed rights to acquire Ordinary Shares (the “Shares”) of Mingteng International Corporation Inc. (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or implied is intended or shall to be construed to confer upon or give any person, other than named in the parties hereto and their successors or assigns, any rights or remedies under or by reason final form of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according Schedule B to the application underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering (the “Public Offering”) of securities of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges Company (the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a“Securities”) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect pursuant to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually a registration statement filed or to impose any liability on any of them personally, but shall bind only be filed (the trust property of “Registration Statement”) with the Trust as provided in its Declaration of TrustU.S. Securities and Exchange Commission (the “SEC”).
Appears in 2 contracts
Samples: Underwriting Agreement (Mingteng International Corp Inc.), Underwriting Agreement (Mingteng International Corp Inc.)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If a) The Customer acknowledges that TMS retains title to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxVehicle at all times. The Customer must not agree, Xxxxx 00 Xxxxxxattempt, XX 00000 Attn: Compliance Department If offer or purport to sell, assign, sub-let, lend, pledge, mortgage, let or hire or otherwise part with or attempt to part with the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity possession of the person to receive notice by providing written notice thereof to all other parties to the AgreementVehicle.
6.2 Unless stated otherwise herein, b) The Customer warrants that all costs information supplied by them to TMS in connection with Agreement is true and correct.
c) All charges and expenses associated with this Agreement and the transactions contemplated hereby shall be paid payable by the party incurring such costs and expenses.
6.3 The headings and captions contained in Customer under this Agreement are for reference purposes only due on demand by TMS including any collection costs and shall not affect in any way the meaning or interpretation of this Agreementreasonable legal fees incurred by TMS.
6.4 If any term or other provision of d) TMS may vary this Agreement is invalidat any time, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforcedhowever where a booking has been confirmed, the parties hereto shall negotiate in good faith terms and conditions applicable at the time of confirmation will continue to modify this Agreement so as apply to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possiblebooking.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate e) The Customer must not assign, transfer or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of novate this Agreement or any rights or obligations hereunder under this Agreement, without the prior written consent of all other partiesTMS. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect The Customer authorises TMS to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges subcontract the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holdersservices under this Agreement as TMS may require in its absolute discretion from time to time and at any time.
f) If we waive any rights available to us under this Agreement on one occasion, Trusteesthis does not mean that those rights will automatically be waived on any other occasion.
g) To the extent that any clause or part of any clause is in any way unenforceable, officersinvalid or illegal, employees it is to be read down so as to be enforceable, valid and legal. In the event this is not possible, the clause (or agents where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the Trust personallyremaining clauses (or parts of those clauses as the case may be) which will continue in full force and effect.
h) In this Agreement, but shall bind only including and includes are not words of limitation.
i) The Terms and Conditions:
(i) are governed by the trust property law in force in Tasmania and each party irrevocably submits to the non-exclusive jurisdiction of the Trustcourts of Tasmania;
(ii) do not create a relationship of principal and agent, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by joint venture, partnership or fiduciary relationship between the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.parties
Appears in 2 contracts
Samples: Rental Agreement, Rental Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and 10.1 This Agreement shall be deemed governed by the laws of --. The Parties hereto agree that,
10.2 The Parties will execute from time to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If time any confirmatory license subject to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to terms of this Agreement may change as is necessary to enable the identity registration of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement license rights which are for reference purposes only and shall not affect in any way the meaning or interpretation of acquired under this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 10.3 This Agreement and the agreements and other documents delivered pursuant hereto set forth embodies the entire understanding between the parties concerning the subject matter of this Agreement Parties, and incorporate or supersede all prior negotiations and understandings. There there are no covenants, promises, agreements, conditions other agreements or understandings, either oral or written, understandings between them relating to the subject matter hereof, whether written or oral. No amendment or modification of this Agreement other than those set forth hereinshall be valid or binding upon the Parties unless made in writing and signed by the authorized representatives of the Parties.
6.6 Each and all 10.4 The invalidity of any provision or obligation hereunder, or the contravention thereby of any law, rule or regulation of any local or national government or agency, shall not relieve either Party from its obligations under, nor deprive either Party of the provisions advantages of, any other provision of this Agreement and such invalid provision or obligation shall be inoperative and severable from this Agreement and the remaining terms of this Agreement shall be binding upon the Parties. The Parties agree that to effect their intent, the court exercising jurisdiction over any matter under this Agreement may rewrite, alter or vary any provision found by the court to be invalid or unenforceable in such a manner as to be valid and inure to the benefit of the parties hereto and, except enforceable.
10.5 Except as otherwise specifically provided expressly set forth in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement both Parties shall be governed by solely responsible for their own costs and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect expenses incurred prior to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed pursuant to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Party shall
10.6 B shall be deemed solely responsible for all Damages caused by itself, its Affiliates, any Licensed Products or by its personnel, agents, consultants, contractors, or subcontractors, except where any such Damage was caused by the willful misconduct or gross negligence of A. B shall indemnify A from any costs incurred by A or any Affiliate of A in relation to have been made any Damages suffered by A or any Affiliate of them individually A or to impose by the personnel, agents, consultants, contractors, or subcontractors of A or any liability on any Affiliate of them personallyA that was caused by B or by the personnel, but shall bind only agents, consultants, contractors, or subcontractors of the trust B, or for Damages suffered by the property of A or any Affiliate of A or of any such personnel, etc., caused by the Trust as provided agents, consultants, contractors, or subcontractors of the B, except to the extent that such Damage was contributorily caused by the willful misconduct or gross negligence of A. As used in its Declaration this Paragraph, "Damages" shall include all damage to, loss of Trustor loss of use of property, both real and personal, and all injury to or death of any human beings. "Damages" shall also include all legally cognizable categories of damages, including without limit, all direct, indirect, and consequential damages, and loss of profits, whether or not a B knew or should have known of the possibility of such damages.
Appears in 2 contracts
Samples: License Agreement, License Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity Offering, except for those specific provisions of the person to receive notice by providing written notice thereof to all other parties Exclusive Engagement Agreement between the Company and the Representative, dated as of May 10, 2023 (the “Engagement Letter”), that are not related to the Agreement.
6.2 Unless stated otherwise hereinOffering, all costs and expenses associated with this Agreement and the transactions contemplated hereby each of which provisions shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as for the economic or legal substance term of the transactions contemplated hereby is not affected in any manner adverse to any partyEngagement Letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and that payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other party person shall acquire or have any obligation hereunder right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Sxxxxxxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule 1 hereto By: Name: Exxxx Xxx Title: Chief Executive Officer Univest Securities, LLC
1. Free Writing Prospectus, dated [ ], link as follows: [ ] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Name of Subsidiary Jurisdiction of Incorporation or Organization Youxin Cloud (BVI) Ltd British Virgin Islands Youxin Cloud (HK) Limited Hong Kong Hainan Youxin Mutual Enterprise Management Co., Ltd. The People’s Republic of China Guangzhou Youxin Technology Co., Ltd. The People’s Republic of China As Representative of the Several Underwriters 70 Xxxxxxxxxxx Xxxxx Suite 1838 New York, New York 10019 Ladies and Gentlemen: In consideration of that certain Underwriting Agreement (the “Underwriting Agreement”) between Youxin Technology Ltd, a Cayman Islands company (the “Company”), and Univest Securities, LLC (“Univest”), as representative of the several underwriters named in Schedule 1 thereto (such underwriters, including Univest, the “Underwriters”), to underwrite a proposed initial public offering (the “Offering”) of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, the undersigned hereby irrevocably agrees that the undersigned shall not, for a period beginning on and including the date of this agreement and ending six (6) months after the effective date of the registration statement in connection with the Offering (the “Lock-Up Period”), without the prior written consent of Univest (which consent may be withheld in its sole discretion):
(1) offer to sell, sell, pledge, contract to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) with the Securities and Exchange Commission of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to register, any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for Ordinary Shares, options or warrants or other rights to acquire Ordinary Shares of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, options, warrants or rights, collectively, the “Restricted Securities”);
(2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Ordinary Shares or such other convertible, exercisable or exchangeable securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise; or
(3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. Notwithstanding anything to the contrary contained in this agreement, the foregoing restrictions in clauses (1), (2) and (3) described above shall not apply to the Company with respect to any liability of the Feeder Fund arising hereunder; following transactions:
(bi) the Trust has entered into this Agreement solely on behalf issuance of the Master Portfolio and that no other series Ordinary Shares, or securities convertible into or exercisable for any of the Trust Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of any restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of the Underwriting Agreement and described in the final prospectus for the Offering (the “Prospectus”);
(ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for any of the Ordinary Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, executive officers, directors, corporate auditors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of the Offering and described in the Prospectus; or
(iii) the Company’s filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the Underwriting Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially by the undersigned except in compliance with the foregoing restrictions. Any securities of the Company acquired by the undersigned in the Offering (including, without limitation, in any issuer-directed share program) shall have also be Restricted Securities subject to this agreement. If the undersigned is an executive officer or director of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any obligation hereunder issuer-directed Ordinary Shares that the undersigned may purchase in the Offering. Notwithstanding anything to the contrary contained in this agreement, the restrictions described in the immediately preceding paragraph shall not apply to executive officers or directors of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, with respect to any liability of the Trust arising hereunder; and following transactions:
(a) transfers of Restricted Securities as a bona fide gift or gifts by the undersigned or for bona fide estate planning purposes;
(b) transfers or dispositions of Restricted Securities to any trust for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned;
(c) no series transfers or feeder participant dispositions of Restricted Securities to a partnership, limited liability company or other entity of which undersigned and its immediate family members are the legal and beneficial owner of all of the Master Portfolio shall outstanding equity securities or similar interests;
(d) transfers of Restricted Securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(e) transfers or dispositions of Restricted Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be liable permissible under clauses (a) through (d) immediately above;
(f) in the case that the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers or dispositions of Restricted Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or to any investment fund or other series entity controlling, controlled by, managing or feeder participant managed by or under common control with the undersigned or its affiliates; or (B) as part of a distribution to members or shareholders of the Master Portfolio.undersigned;
6.13 It (g) transfers or dispositions of Restricted Securities by operation of law;
(h) transfers or dispositions of Restricted Securities to the Company from an employee upon death, disability or termination of employment of such employee;
(i) transfers or dispositions of Restricted Securities to the Company in connection with the vesting, settlement or exercise of RSUs, options, warrants or other rights to purchase the Ordinary Shares (including “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments;
(j) transfers or dispositions of Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction approved by the Company’s board of directors and made to all shareholders involving a change in control, provided that if such transaction is expressly acknowledged not completed, all such Restricted Securities would remain subject to the restrictions in the clauses (1), (2) and agreed that the obligations (3) described above;
(k) exercise of the Trust hereunder shall not options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in the Prospectus, provided that any Restricted Securities received upon such exercise, vesting or settlement would be binding upon subject to restrictions similar to those in the clauses (1), (2) and (3) described above;
(l) conversion of outstanding preferred stock, warrants to acquire preferred stock, or convertible securities into the Ordinary Shares or warrants to acquire Ordinary Shares, provided that any of the interest holdersOrdinary Shares or warrant received upon such conversion would be subject to restrictions similar to those in the clauses (1), Trustees(2) and (3) described above;
(m) establishment by the undersigned of trading plans under Rule 10b5-1 under the Exchange Act, officers, employees or agents provided that such plan does not provide for the transfer of the Trust personally, but shall bind only Restricted Securities during the trust property Lock-Up Period;
(n) the sale of the TrustOrdinary Shares pursuant to the terms of the Underwriting Agreement; and
(o) transfers of Restricted Securities to a charity or educational institution; provided, however, that
A. in the case of (a), (b) (c) or (d) above, it shall be a condition to the transfer or disposition that the donee, trustee, heir, distributee or other transferee, as provided the case may be, agrees to be bound in its Declaration writing to the restrictions set forth herein during the Lock-Up Period;
B. any transfer or disposition pursuant to (a), (b), (c) or (d) above shall not involve a disposition for value; and
C. in the case of Trust. The execution and delivery of this Agreement have been authorized a transfer or distribution pursuant to (a), (b), or (d) above, no filing by the Trustees of undersigned or any other party under the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Exchange Act or other public announcement shall be deemed to have been required or made by any of them individually voluntarily during the Lock-Up Period in connection with such transfer or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustdistribution.
Appears in 2 contracts
Samples: Underwriting Agreement (Youxin Technology LTD), Underwriting Agreement (Youxin Technology LTD)
General Provisions. 6.1 All notices This contract supersedes and other communications given cancels all previous contracts or made pursuant hereto shall to in writing and shall be deemed to have been duly given agreements, verbal or made when actually received in person written or by faxbased on alleged past practices, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to between the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement school employer and the transactions contemplated hereby shall be paid by the party incurring such costs exclusive representative and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth constitutes the entire understanding agreement between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law Any amendment or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party agreement supplemental hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon either party unless executed in writing by the parties hereto. If any article or section of this contract or any rider thereto shall be held invalid by operation of law, or by any tribunal of competent jurisdiction, or if compliance with or enforcement of any article or section should be restrained by such tribunal pending a final determination as to its validity, the interest holdersremainder of this contract and any rider thereto, Trusteesor the application of such article or section to persons or circumstances other than those as to which it has been held invalid or as to which compliance with or enforcement of has been restrained, officersshall not be affected thereby. All bargainable issues have been considered during the negotiations leading to this contract and no additional bargaining on said issues will be conducted on any item, employees whether contained herein or agents not, during the life of this contract, unless the Trust personallyparties, but by supplemental written agreement hereto, agree to conduct additional bargaining on said subjects or matter. This provision shall bind only not affect the trust property bargaining of the Trust, as provided in its Declaration of Trusta successor to this contract. The execution school employer construes, and delivery the exclusive representative recognizes, the specific provision of this Agreement have been contract as constituting limitations and being the only limitations upon the school employer’s power, right, authority, duties, and responsibilities to manage and direct the operations and activities of this school corporation to the full extent authorized by law. This contract is made and entered into at Hagerstown, Indiana on the 11th day of November, 2020 by and between the Board of School Trustees of the Trust Nettle Creek School Corporation, Counties of Xxxxx and this Agreement will be signed by an officer Xxxxx, State of Indiana, party of the Trustfirst part, acting heretofore referred to as such“school employer” or “board,” and the Nettle Creek Classroom Teachers Association, party of the second part, heretofore referred to as the “exclusive representative” or “association.” This contract is so attested to by the parties whose signatures appear below, and neither such authorization by such Trustees nor such execution dated this 11th day of November, 2020. BOARD OF SCHOOL TRUSTEES OF THE NETTLE CREEK CLASSROOM NETTLE CREEK SCHOOL CORPORATION TEACHERS ASSOCIATION Xxx Xxxxx, President and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personallyXxxx Xxxx, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.President Chief Negotiator
Appears in 2 contracts
Samples: Collective Bargaining Agreement, Collective Bargaining Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this 16.1 This Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding assigns of each of the foregoingparties; provided, no party shall make any assignment of however, that Borrower may not assign this Agreement or any rights or obligations hereunder without the Lender's prior written consent and any prohibited assignment shall be absolutely void. No consent to an assignment by Lender shall release Borrower or any guarantor from their obligations to Lender. Lender may assign this Agreement and its rights and duties hereunder. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Lender's rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to Borrower or Borrower's business.
16.2 Paragraph headings and paragraph numbers have been set forth herein for convenience only; unless the contrary is compelled by the context, everything contained in each paragraph applies equally to this entire Agreement. Unless the context of all other parties. As used hereinthis Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term “assignment” shall have the meaning ascribed thereto 'including' is not limiting. The words 'hereof,' 'herein,' 'hereby,' 'hereunder,' and similar terms in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed refer to confer upon or give this Agreement as a whole and not to any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason particular provision of this Agreement.
6.10 Any 16.3 Neither this Agreement nor any uncertainty or ambiguity existing herein shall not presumptively be interpreted construed or resolved against Lender or Borrower, whether under any partyrule of construction or otherwise; on the contrary, but this Agreement has been reviewed by all parties and shall be construed and interpreted according to the application ordinary meaning of the rules words used so as to fairly accomplish the purposes and intentions of interpretation for arm’s length agreementsall parties hereto.
6.11 16.4 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by shall be severable from every other provision of this Agreement for the Trustees purpose of determining the legal enforceability of any specific provision.
16.5 This Agreement cannot be changed or terminated orally. This Agreement contains the entire agreement of the Trust parties hereto and supersedes all prior agreements, understandings, representations, warranties and negotiations, if any, related to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing.
16.6 The parties intend and agree that their respective rights, duties, powers, liabilities, obligations and discretions shall be performed, carried out, discharged and exercised reasonably and in good faith.
16.7 Each undersigned Borrower hereby agrees that it is jointly and severally, directly, and primarily liable to Lender for payment and performance in full of all duties, obligations and liabilities under this Agreement will be signed and each other document, instrument and agreement entered into by an officer Borrower with or in favor of Lender in connection herewith, and that such liability is independent of the Trustduties, acting as such, obligations and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by liabilities of any of them individually other Borrower or to impose any liability on any of them personally, but shall bind only the trust property other guarantor of the Trust Indebtedness, as provided in its Declaration of Trustapplicable. Each reference herein to Borrower shall mean each and every Borrower party hereto, individually and collectively, jointly and severally.
Appears in 2 contracts
Samples: Loan Agreement (Alanco Technologies Inc), Loan and Security Agreement (Alanco Technologies Inc)
General Provisions. 6.1 All notices and other communications given 12.1 Neither Party may waive or made pursuant hereto shall to in writing and shall be deemed to have been duly given release any of its rights or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained interests in this Agreement are for reference purposes only and shall not affect except in writing. The failure of any way the meaning party to assert a right hereunder or interpretation of this Agreement.
6.4 If to insist upon compliance with any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions condition of this Agreement shall nevertheless remain in full force and effect so long as the economic not constitute a waiver of that right by such party or legal substance of the transactions contemplated hereby is not affected in excuse a similar subsequent failure to perform any manner adverse to any party. Upon such determination that any term or condition by the other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possibleparty.
6.5 12.2 This Agreement and the agreements and other documents delivered pursuant hereto set forth constitutes the entire understanding agreement between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them Parties relating to the subject matter of the Licensed Patent Rights, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by, and completely expressed by this Agreement.
12.3 The provisions of this Agreement other than those set forth herein.
6.6 Each are severable, and all of in the provisions event that any provision of this Agreement shall be binding upon and inure determined to be invalid or unenforceable under any controlling body of law, such determination shall not in any way affect the benefit validity or enforceability of the parties hereto and, except as otherwise specifically provided in remaining provisions of this Agreement.
12.4 If either Party desires a modification of this Agreement, their respective successors and assignsthe Parties shall, upon reasonable notice of the proposed modification by the Party desiring the change, confer in good faith to determine the desirability of such modification. Notwithstanding No modification will be effective until a written amendment is signed by the foregoing, no party shall make any assignment of signatories to this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Acttheir designees.
6.7 This 12.5 The construction, validity, performance, and effect of this Agreement shall be governed by and construed in accordance with the laws law of the Commonwealth State of Massachusetts without giving effect New York, USA and the parties hereby agree to submit to the choice exclusive jurisdiction of law or conflicts of law provisions thereofthe courts in New York.
6.8 12.6 All notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail properly addressed to the other Party at the address designated on the following Signature Page, or to such other address as may be designated in writing by such other Party, and shall be effective as of the date of the postmark of such notice.
12.7 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any partyassigned by Can-Xxxx, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that except (a) State Street has entered into this Agreement solely on behalf with the prior written consent of the Feeder Fund and that no other party shall have any obligation hereunder with respect Aderis, such consent to any liability of the Feeder Fund arising hereunderbe reasonably given; or (b) as part of a sale or transfer of substantially the Trust has entered into this Agreement solely on behalf entire business of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect Can-Xxxx relating to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.operations which concern this
Appears in 2 contracts
Samples: Patent License Agreement (Aderis Pharmaceuticals Inc), Patent License Agreement (Aderis Pharmaceuticals Inc)
General Provisions. 6.1 All notices and other communications given (a) Unless the context otherwise requires, where the Developer is obligated by this Agreement or made pursuant hereto shall the approved Plans to in writing and make any payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to have been duly given include the words "at the sole expense of the Developer".
(b) The Developer hereby covenants, warrants and agrees to save harmless and keep the Town indemnified from and against all manner of actions, causes of actions, suits, claims and demands that may howsoever arise through or made when actually received from the terms of this Agreement, other than claims arising from negligence by the Town of Pelham, its servants and agents.
(c) The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein:
(i) shall run with the Lands;
(ii) shall be binding upon the Developer, its heirs, executors, administrators, assigns and successors in person or by faxtitle, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If from time to time; and,
(iii) the benefits of the said covenants shall enure to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxTown, Xxxxx 00 Xxxxxxits successors and assigns in title, XX 00000 Attn: Compliance Department If of all roads, Streets and public Lands forming part of the Lands.
(d) Any notices required or permitted to be given pursuant to the Master Portfolio: State Street Master Funds c/o State Street Bank terms of this agreement shall be given in the manner set out in Section 25.
(e) This Agreement and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party everything herein contained shall enure to this Agreement may change the identity benefit of and be binding upon the successors and assigns of the person to receive notice by providing written notice thereof parties hereto and upon those persons and/or corporations hereafter acquiring title to all other parties or any part of the Lands.
(f) The Developer shall impose restrictions as set forth in Schedule “C” annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall strictly adhere to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation requirements of this Agreement.
6.4 (g) The Schedules attached hereto are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement.
(h) The Developer agrees to be bound by the penalty provisions of the Planning Act including, but not limited to, Section 67 of said Act.
(i) Notwithstanding the provisions of this agreement, the Developer shall be subject to all the By-laws of the Town and all provincial and federal government statutes and/or regulations and amendments thereto affecting the development of land and installation of municipal services.
(j) If any term or other provision of this Agreement is invalid, illegal or incapable agreement shall be found to be ultra xxxxx of being enforced by any rule of lawthe Town, or public policyotherwise unlawful, all other conditions such term shall conclusively be deemed to be severable and provisions the remainder of this Agreement agreement shall nevertheless be and remain in full force and effect so long as effect.
(k) The Developer shall not call into question directly or indirectly in any proceeding whatsoever in law or in equity or before any administrative or other tribunal the economic or legal substance right of the transactions contemplated hereby is not affected Town to enter into this agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any manner adverse such action or proceeding as a complete and conclusive estoppel of any denial of such right.
(l) Time shall be of the essence of this agreement.
(m) In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any party. Upon other steps to enforce its security against the Lands then such determination that any term Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a development or other provision is invalidpart thereof unless and until a new agreement in the same form, illegal mutatis mutandis, as this Agreement has been entered into with the Town.
(n) The Developer shall notify or incapable cause to be notified, each and every purchaser of being enforceda Lot or Lots within the Development Plan, of all Works contracted by the Developer, the parties hereto shall negotiate in good faith Developer’s obligations to modify maintain the Works and all other conditions covered by this Agreement so as and shall cause such information to effect be fully recorded in any offer to purchase or agreement for sale entered into by the original intent of Developer.
(o) The Town shall cause this Agreement to be registered against the parties as closely as possible in an acceptable manner title to the end that Lands and at its option against the transactions contemplated hereby are fulfilled title to every Lot shown on the extent possibleReference Plan.
6.5 This Agreement (p) The Developer shall reimburse the Town for all fees and disbursements incurred by it in connection with the agreements preparation, approval, execution and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter registration of this Agreement and incorporate all related documentation in connection with the preparation and enactment of any by-law or supersede all prior negotiations registration of any subsequent Agreements which may be required to implement this Agreement.
(q) All Streets and understandings. There are no covenants, promises, agreements, conditions properties abutting on the Lands or understandings, either oral or written, between them relating used for access to the subject matter Lands during the installation or construction of this Agreement other than those set forth hereinthe Works or during the construction of Buildings upon the Lots shall, at all times, be kept in a good, clean and useable condition and, if damaged or littered, shall be restored immediately to the Town's requirements.
6.6 Each and all of (r) All trucks making deliveries to or taking materials from the provisions of this Lands included within the Development Agreement shall be binding upon adequately covered and inure not unreasonably loaded so as to the benefit of the parties hereto andscatter refuse, except as otherwise specifically provided in this Agreementrubbish, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement dust or any rights debris on abutting Streets or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actproperties.
6.7 This Agreement shall (s) Any lands required to be governed conveyed by and construed the Developer in accordance with the laws provisions hereof shall be in a neat and tidy condition, free of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterpartsall debris and trash, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or Developer shall be construed to confer upon or give any person, other than complete all services for the parties hereto and their successors or assigns, any rights or remedies under or by reason Lands in accordance with the terms of this Agreement.
6.10 Any uncertainty or ambiguity existing herein (t) The Developer shall not presumptively be interpreted against any party, but shall be interpreted according to ensure that adequate dust control and mud tracking control measures are carried out during the application construction of all Works and Buildings upon the rules of interpretation for arm’s length agreementsLands.
6.11 Each party expressly acknowledges (u) The Developer shall, during construction, ensure all construction vehicles that are not carrying out the provision in Works are parked on the Declaration of Trust of State Street Bank Lands and Trust Company Investment Funds for Tax Exempt Retirement Plans and are not parked within the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectivelymunicipal road allowance.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this (a) This Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding assigns of the foregoingparties; provided, no party shall make any assignment of however, that Pledgor and BPN may not assign this Agreement or any rights or obligations hereunder without the Lender's prior written consent of and any prohibited assignment shall be absolutely void. No consent to an assignment by Lender shall release Pledgor or BPN from its obligations to Lender hereunder. Lender may assign its rights and duties hereunder. Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all other partiesor any part of, or any interest in rights and benefits hereunder. As used hereinIn connection therewith, the term “assignment” shall Lender may disclose all documents and information which Lender now or hereafter may have the meaning ascribed thereto in the 1940 Actrelating to Pledgor or Pledgor's business.
6.7 This Agreement shall be governed (b) Paragraph headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by and construed the context, everything contained in accordance with the laws of the Commonwealth of Massachusetts without giving effect each Paragraph hereof applies equally to the choice of law or conflicts of law provisions thereofthis entire Agreement.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute (c) Neither this Agreement by signing one nor any uncertainty or more counterparts.
6.9 Nothing ambiguity herein expressed or implied is intended or shall be construed to confer upon or give resolved against any personparty hereto, other than whether under any rule of construction or otherwise, by virtue of such party's having prepared the same. On the contrary, this Agreement has been reviewed by each of the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be construed and interpreted according to the application ordinary meaning of the rules words used so as to fairly accomplish the purposes and intentions of interpretation for arm’s length agreementsall parties hereto.
6.11 (d) Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees shall be severable from every other provision of the Trust and this Agreement will for the purpose of determining the legal enforceability of any specific provision.
(e) This Agreement cannot be signed by an officer of the Trustchanged or terminated orally. All prior agreements, acting as suchunderstandings, representations, warranties, and neither such authorization by such Trustees nor such execution negotiations, if any, are merged into this Agreement, the Loan Documents and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided other documents and agreements entered into in its Declaration of Trustconnection herewith and therewith.
Appears in 2 contracts
Samples: Loan and Pledge Agreement (United Panam Financial Corp), Loan and Stock Pledge Agreement (United Panam Financial Corp)
General Provisions. 6.1 All notices 7.1 In the event of any inconsistency or conflict between Schedule A and other communications given or made pursuant hereto shall to in writing the rest of this Agreement, including the body of this Agreement, Schedule B and shall be deemed to have been duly given or made when actually received in person or by faxSchedule C, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to rest of this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreementshall govern.
6.2 Unless stated otherwise herein7.2 The parties may, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained mutual agreement in this Agreement are for reference purposes only and shall not affect in writing, add to, delete or amend any way the meaning term or interpretation condition of this Agreement.
6.4 If any term or other provision 7.3 This Agreement shall not be assigned by the Recipient without the prior written consent of this the Minister.
7.4 This Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions binding upon the parties’ successors and provisions of this assignees.
7.5 This Agreement shall nevertheless remain in full force is the entire agreement between the Minister and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner Recipient with respect to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement Project and the agreements Grant and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede supersedes all prior previous agreements, negotiations and understandings. There are no covenantsagreements, promisesrepresentations, agreementswarranties, terms, conditions or understandings, either oral or written, between them relating to the subject matter commitments except as expressed in this Agreement.
7.6 No waiver of any provision of this Agreement other than those set forth herein.
6.6 Each is effective unless made in writing, and all any such waiver has effect only in respect of the provisions of this Agreement shall be binding upon and inure to particular provision or circumstance stated in the benefit waiver. No representation by either of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding with respect to the foregoing, no party shall make performance of any assignment of obligation under this Agreement or any rights or obligations hereunder without is capable of giving rise to an estoppel unless the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto representation is made in the 1940 Actwriting.
6.7 This 7.7 The Minister’s responsibility pursuant to this Agreement shall be governed by and construed is limited solely to the provision of financial assistance in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereofterms and conditions set out herein.
6.8 This Agreement may be executed 7.8 Nothing in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended makes, or shall be construed to confer upon make the Recipient or give any personof its employees, other than directors, officers, contractors or agents an agent of the parties hereto Minister. Nothing in this Agreement creates, or shall be construed to create an agency, partnership, joint venture or employment relationship between the Minister and their successors the Recipient or assignsany of employees, directors, officers, contractors or agents .
7.9 The Recipient shall not incur any rights expenses or remedies under debts on behalf of, nor make any commitments for the Minister.
7.10 The Minister may, in the Minister’s sole and absolute discretion, delegate any duties, powers or by reason functions relating to the provisions of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party7.11 All notices, but approvals, consents and other communication under this Agreement shall be interpreted according in writing and will be effective when delivered in person, by mail, e-mail, couriered or faxed to the application of the rules of interpretation for arm’s length agreementsfollowing respective addresses: Name: Click here to enter name. Position: Click here to enter position. Branch: Click here to enter branch. Division: Click here to enter division. Alberta Labour and Immigration Address: Click here to enter address.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
General Provisions. 6.1 All notices The Buyer and other communications given or made pursuant hereto shall to Seller will pay all Escrow Agent charges in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to accordance with their written agreement with the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 Escrow Agent. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision terms of this Agreement is invalid, illegal or incapable of being enforced by supercede and modify any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance terms of the transactions contemplated hereby is not affected in any manner adverse to any partyContract that are inconsistent with this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no The covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of representations contained in this Agreement shall be binding upon the parties, their successors, executors or administrators, receiver, trustees, or assigns. Any notice or demand given in accordance with the terms and inure provisions of or in connection with this Agreement shall be in writing or by facsimile transmission, and may be given and shall be conclusively deemed and considered to have been given and received two (2) business days following the benefit deposit thereof, in the U.S. mail, postage prepaid and addressed to any party at its address given at the beginning of this Agreement; provided, however, that actual notice, however given or received, shall always be effective. This Agreement may not be amended, altered, or modified except in writing and signed by the parties hereto andBuyer, except as otherwise specifically provided Seller, Escrow Agent, and Agency. The undersigned signing for the Buyer, Seller, Escrow Agent, and Agency represent and warrant that they are duly authorized and empowered to execute this Agreement for their respective party. The section headings appearing in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and provisions of this Agreement, their respective successors and assigns. Notwithstanding the foregoinggender actually used, no party shall make any assignment of the pronouns used in this Agreement shall be construed as masculine, feminine, or any rights or obligations hereunder without neuter as occasion may require. Buyer and Seller shall be construed as plural as the written consent of all other partiesoccasion may require. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed Federal law. In the event that any provision or clause in accordance this Agreement or the Contract conflicts with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law applicable law, such conflict shall not affect other provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively , which can be interpreted against any party, but given effect without the conflicting provision. This Agreement shall be interpreted according subject to all applicable Federal regulations and any future amendments not inconsistent with the application of the rules of interpretation for arm’s length agreementsexpress provisions hereof.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Land Contract Agreement for Prompt Payment Guarantee, Land Contract Agreement for Prompt Payment Guarantee
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have Underwriters, any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon person controlling any of the interest holdersUnderwriters, Trusteesthe Company, officers, the officers or employees or agents of the Trust personallyCompany, but shall bind only or any person controlling the trust property Company, (ii) acceptance of the Trust, Offered Securities and payment for them as provided in its Declaration of Trust. The execution contemplated hereby and delivery (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xxx Title: Chief Executive Officer and Chairman The foregoing Underwriting Agreement have been authorized is hereby confirmed and accepted by the Trustees Underwriters as of the Trust date first above written. Underwriters listed on Schedule A hereto By: Name: [●] Title: [●] The Benchmark Company LLC [●] Number of Firm Shares: 3,000,000 Public Offering Price per one Share: $[●] Underwriting Discount per one Share: (i) 7.5% per share (or $[●] per share) Proceeds to Company per one Share (before expenses): $[●] ICZOOM Electronics Limited Hong Kong Ehub Electronics Limited Hong Kong Hjet Industrial Corporation Limited Hong Kong Components Zone International Limited Hong Kong Components Zone (Shenzhen) Development Limited PRC Hjet Shuntong (Shenzhen) Co., Ltd. PRC Shenzhen Hjet Supply Chain Co., Ltd. PRC Shenzhen Iczoom Electronics Co., Ltd. PRC Shenzhen Hjet Xxx Xxxx Logistics Co., Ltd. PRC As attached. [●], 2022 000 X. 00xx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 Ladies and this Agreement will be signed by an officer Gentlemen: The undersigned understands that The Benchmark Company LLC, the representative of the Trustunderwriters (the “Underwriter”), acting as suchpropose to enter into an underwriting agreement (the “Underwriting Agreement”) with ICZOOM GROUP INC., and neither such authorization a Cayman Islands company (the “Company”), providing for the offering (the “Offering”) by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property Company of the Trust as provided in its Declaration of TrustCompany’s Class A ordinary shares, par value $0.16 per share (the “Shares”).
Appears in 2 contracts
Samples: Underwriting Agreement (ICZOOM Group Inc.), Underwriting Agreement (ICZOOM Group Inc.)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall In issues not regulated by the contract concluded between Turck Hungary Kft. (Xxxxx xxxxxxxxx xxxx 00-00, 0000 Xxxxxxxx, Xxxxxxx; tax nr.: 12328224-2-4) as supplier (hereinafter referred to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement Supplier) and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalidPurchaser, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement the present General Supply Conditions’ provisions shall prevail. The present General Supply Conditions shall be binding upon utilised – unless otherwise indicated – for all orders between the parties. Insofar as parties concluded a separate written contract between the parties, and inure to the benefit provisions of said contract differ from the present General Terms and Conditions , the conditions defined in the separate contract shall prevail. Any deviation from or modification and amendment of the parties hereto andGeneral Supply Conditions shall only be possible in written form by the authorized representatives . The modification of the product range and any modification in the price list by the Supplier, except shall not constitute an amendment of the contract. The Purchaser ’s General Terms and Conditions differing from or supplementing the present General Supply Conditions are not binding for the Supplier, not even when the Supplier does not explicitly object to said terms. The General Terms and Conditions of the Purchaser shall only constitute a sole and exclusive part of the contract when the Purchaser expressly accepts said conditions in writing . Insofar as otherwise specifically provided the Supplier ’s General Supply Conditions and the Purchaser ’s General Terms and Conditions are in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used hereincontradiction , the term “assignment” Supplier ’s this present General Terms and Conditions shall have prevail (prevailing rule). Insofar as the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by general terms and construed in accordance with the laws conditions of the Commonwealth of Massachusetts without giving effect to Purchaser , properly dispatched and received by the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one Supplier should contain a similar prevailing rule and the same instrumentconflict of conditions cannot be resolved, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application provisions of the rules existing Hungarian legislation shall prevail instead of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in conflicting provisions. The customary form of operations previously agreed to between the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans Supplier and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder Purchaser shall not be binding upon any considered a part of the interest holderscontract, Trusteesneither the practices established between said parties, officersunless the parties have separately agreed to such a course of action in writing. Furthermore , employees or agents the customary form of operations which are widely known and regularly used by the subjects of similar contract in the given business shall also not be considered to be a part of the Trust personallycontract between the Supplier and the Purchaser, but shall bind only unless the trust property parties have separately agreed to recognize such measures in writing. The General Supply Conditions of Turck Hungary Kft. solely apply to undertakings defined under Section 8:1(4) of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of TrustCivil Code.
Appears in 2 contracts
Samples: General Terms and Conditions, General Supply Conditions
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts without giving effect Tennessee. The Adviser and the Client agree that any appropriate state or any Federal Court located in Washington County, Tennessee shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy. The parties hereto consent to the choice jurisdiction of law or conflicts of law provisions thereofsuch courts.
6.8 (b) Each section of this Agreement and any and every provision therein shall be severable from every other section of this Agreement, and any and every provision thereof, and the invalidity or unenforceability of any section or provision shall not affect the validity of any other section or provision of this Agreement.
(c) This Agreement embodies the entire Agreement of the parties hereto with respect to the subject matter hereof, and all prior agreements, understandings, and negotiations are merged herein and superseded hereby.
(d) Exhibit A to this Agreement may be amended from time to time with the consent of both the Adviser and the Client.
(e) Except for the Fee Schedules set forth on Exhibit B to this Agreement, which may be amended by the Adviser on 30 days’ prior notice to the Client, and changes to the identity of Sub- Advisers listed in Schedule B of Exhibit B, which may be amended at any time in the sole discretion of the Adviser, and without notice to the Client, this Agreement may not be amended unless the amendment is in writing and signed by the parties sought to be bound.
(f) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute be deemed to be one and the same instrument, and any party hereto may execute agreement. A signed copy of this Agreement delivered by signing one facsimile, email or more counterparts.
6.9 Nothing herein expressed or implied is intended or other means of electronic transmission shall be construed deemed to confer upon or give any person, other than have the parties hereto and their successors or assigns, any rights or remedies under or by reason same legal effect as delivery of an original signed copy of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according (g) The Client represents and warrants that the Client is authorized and empowered to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered enter into this Agreement. If this Agreement solely is being signed on behalf of a corporation, partnership, trust or other business or legal entity, the Feeder Fund Client further represents and warrants that no other party shall have any obligation hereunder with respect to any liability of applicable law and the Feeder Fund arising hereunder; (b) the Trust has entered into Client’s governing documents authorize and permit this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master PortfolioAgreement.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Discretionary Advisory Agreement, Discretionary Advisory Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity Offering, except for those specific provisions of the person to receive notice by providing written notice thereof to all other parties Engagement Letter between the Company and the Representative, dated as of October 5, 2023 (the “Engagement Letter”) that are not related to the Agreement.
6.2 Unless stated otherwise hereinOffering, all costs and expenses associated with this Agreement and the transactions contemplated hereby each of which provisions shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as for the economic or legal substance term of the transactions contemplated hereby is not affected in any manner adverse to any partyEngagement Letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and that payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other party person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Kxxxxx Xxx Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: [Exxx Xxxxxxxxxx] Title: Chief Compliance Officer WallachBeth Capital, LLC [●] [●] [●] Total [●] Number of Firm Shares: Number of Selling Shareholders Shares Number of Additional Shares: Public Offering Price per Firm Share: $ Public Offering Price per Additional Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Additional Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Additional Share (before expenses): $ Kxxxxx Xxx Cxxx Xxxxx Xx Axx Xxxx Chuan Mxxx Xx Cxxxxxx Yxx Xxxxxx Xxxx Lxx Xxxx Xxxx Cxxxxxx Xx Name of Subsidiary Jurisdiction of Incorporation or Organization Success Elite Developments Limited (“SEDL”) British Virgin Islands Finebuild Systems Pte. Ltd. (a subsidiary of SEDL) Singapore WallachBeth Capital, LLC Harborside Financial Plaza 5 100 Xxxxxx Xx., Suite 1410 Jersey City, NJ 07311 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to WallachBeth Capital, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between FBS Global Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of Ordinary Shares of US$0.001 par value each (“Ordinary Shares”), of the Company. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings given to them in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is six months from the date of the closing of the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any obligation hereunder Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any liability swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Feeder Fund arising hereunderBeneficially Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; 3 Pricing date
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or award or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Trust has entered Company in connection with the issuance, vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;
(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement solely Agreement;
(7) the Offering;
(8) transfers consented to, in writing by the Representative;
(9) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transactions; provided however, that in the case of any transfer described in clauses (1), (2) or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to the Representative, acting on behalf of the Master Portfolio and that no other series of Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery form of this Agreement have been authorized (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the Trustees immediate family of the Trust undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representative. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Representative promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement will be signed is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by an officer adoption), father, mother, brother or sister of the Trust, acting as such, undersigned; and neither such authorization by such Trustees nor such execution and delivery by such officer “affiliate” shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property meaning set forth in Rule 405 under the Securities Act.
(i) during the last 17 days of the Trust Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as provided applicable, unless the Representative waives, in its Declaration of Trustwriting, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (FBS Global LTD), Underwriting Agreement (FBS Global LTD)
General Provisions. 6.1 All notices This Assignment and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by Assignment and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement Acceptance may be executed in any number of counterparts, all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and the same instrumentAcceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and any party hereto may execute this construed in accordance with, the laws of the State of Texas. This certificate dated as of , is prepared pursuant to the Second Lien Credit Agreement by signing one dated as of December 19, 2016 (as amended, restated, amended and restated, supplemented, or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any personotherwise modified from time-to-time, other than the parties hereto “Credit Agreement”) among Xxxxxxxx Energy Services LP, a Delaware limited partnership (together with its permitted successors and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any partythe “Borrower”), but shall be interpreted according to the application certain subsidiaries of the rules of interpretation Borrower, as guarantors, the lenders party thereto (the “Lenders”), and Cortland Capital Market Services LLC, as Administrative Agent for arm’s length agreements.
6.11 Each party expressly acknowledges such Lenders (in such capacity, the provision “Administrative Agent”). Unless otherwise defined in this certificate, capitalized terms that are defined in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and Credit Agreement shall have the Declaration of Trust of meanings assigned to them by the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 Credit Agreement. The parties hereto agree and acknowledge that Borrower hereby certifies (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Default or Event of the Feeder Fund arising hereunder; Default has occurred or is continuing (b) the Trust has entered into this Agreement solely on behalf that all of the Master Portfolio representations and that no other series warranties made by each of the Trust Loan Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall have any obligation hereunder with respect be true and correct in all respects, as if made on the date hereof, except to any liability the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of the Trust arising hereunder; such earlier date, and (c) no series or feeder participant that as of the Master Portfolio shall be liable to any other series or feeder participant of date hereof, the Master Portfolio.
6.13 It is expressly acknowledged following amounts and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution calculations were true and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.correct:
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)
General Provisions. 6.1 All notices (a) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture of any association between Lessor and Lessee, and neither the method of computation of rent nor any other communications given or made pursuant provisions contained in this Lease nor any acts of the parties hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If create any relationship between Lessor and Lessee other than the relationship of landlord and tenant.
(b) Lessor and Lessee agree that each has had an opportunity to determine to its satisfaction the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity actual area of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions Building. All measurements of area contained in this Agreement Lease are for reference purposes only conclusively agreed to be correct and binding on the parties, even if a subsequent measurement of one of these areas determines that it is more or less than the area reflected in this Lease. Any such subsequent determination that the area is more or less than the area shown in this Lease shall not affect result in a change in any way of the meaning computations of rent or interpretation of any other matters described in this AgreementLease where area is a factor.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 (c) Each and all of the provisions of this Agreement Lease shall be binding upon and inure to the benefit of the parties hereto andhereto, and except as otherwise specifically provided elsewhere in this AgreementLease, their respective successors heirs, executors, administrators, successors, and assigns. Notwithstanding , subject at all times, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with respect to the foregoingassignment, no party shall make transfer, encumbering of all or any assignment part of Lessee’s interest in this Lease or the subletting of all or any part of the Property.
(d) The captions of the paragraphs of this Agreement Lease are for convenience only and shall not be considered or any rights referred to in resolving questions of interpretation or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actconstruction.
6.7 (e) This Agreement Lease is and shall be governed by and construed in accordance with considered to be the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than only agreement between the parties hereto and their successors representatives and agents. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or assignswarranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this instrument.
(f) The laws of the State of California shall govern the validity, any rights or remedies under or by reason performance, and enforcement of this Agreement.
6.10 Any uncertainty or ambiguity existing herein Lease, without regard to conflicts of laws provisions. Notwithstanding which of the parties may be deemed to have prepared this Lease, this Lease shall not presumptively be interpreted either for or against any partyLessor or Lessee, but this Lease shall be interpreted according in accordance with the general tenor of the language in an effort to reach an equitable result.
(g) Time is of the essence with respect to the application performance of each of the rules of interpretation for arm’s length agreementscovenants and agreements contained in this Lease.
6.11 (h) Recourse by Lessee for breach of this Lease by Lessor shall be expressly limited to Lessor’s interest in the Property and the rents, issues and profits (herefrom, and no other assets of Lessor or any manager, member, property manager, employee, or agent thereof. In the event of any such breach or default by either party hereunder, the non-breaching party hereby waives the right to proceed against any assets of any manager, member, property manager, employee, or agent of the party in breach,
(i) Any provision or provisions of this Lease which shall be found to be invalid, void or illegal by a court of competent jurisdiction, shall in no way affect, impair, or invalidate any other provisions hereof, and the remaining provisions hereof shall nevertheless remain in full force and effect.
(j) This Lease may be modified in writing only, signed by the parties in interest at the time of such modification. This Lease and all subsequent modifications thereto maybe executed in counterparts, each of which shall constitute an original. Facsimile or “.pdf’ copies of signatures shall constitute proper and binding execution of all writings and may be relied on by the other party as if original.
(k) Each party expressly acknowledges represents to the provision in other that the Declaration persons signing this Lease on its behalf are properly authorized to do so. Upon the request of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust either party, evidence of the Trust limiting the personal liability written authority of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely such persons to sign on behalf of the Feeder Fund and that no other party shall have any obligation hereunder be provided to the requesting party hereto either prior to or simultaneously with the return to the requesting party of a fully executed copy of this Lease.
(l) No binding agreement between the parties with respect to the Property shall arise or become effective until this Lease has been duly executed by both Lessee and Lessor and a fully executed copy of this Lease has been delivered to both Lessee and Lessor.
(m) Lessor and Lessee acknowledge that the terms and conditions of this Lease constitute confidential information of Lessor and Lessee. Neither party shall disseminate orally or in written form a copy of this Lease, lease proposals, lease drafts, or other documentation containing the terms, details or conditions contained herein to any liability third party without obtaining the prior written consent of the Feeder Fund arising hereunder; (b) other party, except to the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no attorneys, accountants, or other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees authorized business representatives or agents of the Trust personallyparties, but or to the extent required to comply with applicable Laws (including applicable securities laws).
(n) Except as otherwise provided in Paragraph 19, Lessor and Lessee waive any claim for consequential damages which one may have against the other for breach of or failure to perform or observe the requirements and obligations created by this Lease.
(o) This Lease shall bind only not be recorded.
(p) Lessee and Lessor (each, a “Representing Party”) each represents and warrants to the trust property other (i) that neither the Representing Party nor any person or entity that directly owns a ten percent (10%) or greater equity interest in it nor any of its officers, directors or managing members is a person or entity (each, a “Prohibited Person”) with whom U.S. persons or entities are restricted from doing business under regulations of the TrustOffice of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (the “Executive Order”) signed on September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, (ii) that the Representing Party’s activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as provided in its Declaration of Trust. The execution amended from time to time, the “Money Laundering Act”), and delivery (iii) that throughout the term of this Agreement have been authorized by Lease the Trustees of Representing Party shall comply with the Trust Executive Order and this Agreement will be signed by an officer of with the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of TrustMoney Laundering Act.
Appears in 2 contracts
Samples: Lease (SITIME Corp), Lease (SITIME Corp)
General Provisions. 6.1 All notices (a) This Agreement, together with the Plan, constitutes the entire agreement between the Company and the Grantee regarding the grant of the Shares.
(b) The Committee may modify this Agreement to bring it into compliance with any valid and mandatory government regulation or exchange listing requirement. Any other communications given or made pursuant hereto amendment to this Agreement shall to be in writing and signed by the Company and the Grantee.
(c) Nothing contained in this Agreement shall be deemed to have been duly given require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or made when actually received in person to modify any agreement between the Grantee and the Company or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed its Subsidiaries relating thereto.
(d) The Committee may from time to time impose any conditions on the Shares as follows: If it deems reasonably necessary to ensure that the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Plan and this Award satisfy the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity conditions of Rule 16b-3 of the person to receive notice by providing written notice thereof to all other parties to Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the AgreementSecurities Act of 1933, as amended.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and (e) The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation intent of this Agreement.
6.4 If any term or other provision (f) Grantee hereby acknowledges receipt of this Agreement is invalid, illegal or incapable a copy of being enforced the Plan and the Plan’s prospectus and agrees to be bound by any rule of law, or public policy, all other conditions the terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance thereof. The terms of the transactions contemplated hereby is not affected Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding conflict between the parties concerning the subject matter terms of this Agreement and incorporate or the provisions of the Plan, the provisions of the Plan shall be deemed to supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (g) This Agreement shall be governed by by, and construed enforced in accordance with with, the laws of the Commonwealth of Massachusetts Pennsylvania without giving effect regard to the application of the principals of conflicts or choice of law or conflicts of law provisions thereoflaws.
6.8 (h) This Agreement may be executed executed, including execution by facsimile signature, in any number of one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute be deemed to be one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/), Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and 11.01 There shall be deemed to have been duly given no right of setoff or made when actually received counterclaim in person respect of any claim, debt or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If obligation against any payments to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxExecutive, Xxxxx 00 Xxxxxxhis dependents, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxxbeneficiaries or estate, XX 00000 Attn: Xxxxx Xxxxx Either party to provided for in this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement 11.02 The Company and the transactions contemplated hereby shall be paid Executive recognize that each party will have no adequate remedy at law for breach by the party incurring such costs and expenses.
6.3 The headings and captions other of any of the agreements contained in this Agreement are for reference purposes only and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of such agreements.
11.03 No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not affect in preclude the legal representative of his estate from assigning any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner right hereunder to the end that person or persons entitled thereto under his will or, in the transactions contemplated hereby are fulfilled case of intestacy, to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate person or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed persons entitled thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with under the laws of intestacy applicable to his estate.
(a) No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the Commonwealth of Massachusetts without giving effect immediately preceding sentence shall, to the choice full extent permitted by law, be null, void and of law or conflicts of law provisions thereofno effect.
6.8 This Agreement (b) Except as herein provided, the Executive shall not have any present right, title or interest whatsoever in or to any investments which the Company may be executed make to aid it in any number of counterparts, all of which meeting is obligations under this Agreement. Nothing contained in this agreement shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one create or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon create a trust of any kind, or give any person, other than a fiduciary relationship between the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series Executive or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolioperson.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 2 contracts
Samples: Employment Agreement (Modine Manufacturing Co), Employment Agreement (Modine Manufacturing Co)
General Provisions. 6.1 All notices (a) Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Offering Statement, any Preliminary Offering Circular and the Final Offering Circular (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
(b) The respective indemnities, contribution agreements, representations, warranties and other communications given statements of the Company and the Underwriters set forth in or made pursuant hereto to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to in writing the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling the Underwriters and the Company, the officers or employees of the Company, or any person controlling the Company (ii) acceptance of the Shares and payment for them as contemplated hereby and (iii) termination of this Agreement.
(c) Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be deemed binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Offering Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have been duly given or made when actually received in person any right under or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Shares from the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Underwriters merely because of such purchase.
(d) This Agreement may change be executed in two or more counterparts, each one of which shall be an original, with the identity same effect as if the signatures thereto and hereto were upon the same instrument.
(e) This Agreement may not be amended or modified unless in writing by all of the person parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to receive notice by providing written notice thereof to all other parties to the Agreementbenefit.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 (f) The section headings and captions contained in this Agreement herein are for reference purposes the convenience of the parties only and shall not affect in any way the meaning construction or interpretation of this Agreement.
6.4 If any term or other provision (g) For the avoidance of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforceddoubt, the parties hereto terms of (i) this Agreement, (ii) the Subscription Agreement, and (iii) the Escrow Agreements shall negotiate in good faith to modify this Agreement so as to effect govern the original intent relationship of the parties as closely as possible and any terms of use included in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning websites or subscription platforms will not apply. If the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed foregoing is in accordance with your understanding of our agreement, kindly sign and return to the laws Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. [SIGNATURE PAGE FOLLOWS] Very truly yours, By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the Commonwealth date first above written. By: Name: Title: Boustead Securities, LLC [__] Initial Closing: Offering price $5.00 per Share Number of Massachusetts without giving effect to Shares: [●] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2023. For the choice Purchase of law or conflicts [●]1 Shares of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.Common Stock
Appears in 2 contracts
Samples: Underwriting Agreement (Soliton, Inc.), Underwriting Agreement (Soliton, Inc.)
General Provisions. 6.1 All notices (a) This Agreement, together with the Plan, constitutes the entire agreement between the Company and other communications given the Participant regarding the grant of the Shares.
(b) The Committee may modify this Agreement to bring it into compliance with any valid and mandatory government regulation or made pursuant hereto exchange listing requirement. This Agreement may also be amended by the Committee with the consent of the Participant. Any such amendment shall to be in writing and signed by the Company and the Participant.
(c) Nothing contained in this Agreement shall be deemed to have been duly given require the Company and its Subsidiaries to continue the Participant’s relationship as an Employee or made when actually received in person to modify any agreement between the Participant and the Company or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed its Subsidiaries relating thereto.
(d) The Committee may from time to time impose any conditions on the Shares as follows: If it deems reasonably necessary to ensure that the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Plan and this Award satisfy the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity conditions of Rule 16b-3 of the person to receive notice by providing written notice thereof to all other parties to Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the AgreementSecurities Act of 1933, as amended.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and (e) The Participant agrees upon request execute any further documents or instruments necessary or desirable to carry out the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation intent of this Agreement.
6.4 If any term or other provision (f) Participant hereby acknowledges receipt of this Agreement is invalid, illegal or incapable a copy of being enforced the Plan and agrees to be bound by any rule of law, or public policy, all other conditions the terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance thereof. The terms of the transactions contemplated hereby is not affected Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding conflict between the parties concerning the subject matter terms of this Agreement and incorporate or the provisions of the Plan, the provisions of the Plan shall be deemed to supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (g) This Agreement shall be governed by by, and construed enforced in accordance with with, the laws of the Commonwealth of Massachusetts Pennsylvania without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according regard to the application of the rules principals of interpretation for arm’s length agreementsconflicts or choice of laws.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Restricted Stock Agreement (First Commonwealth Financial Corp /Pa/)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity Offering, except for those specific provisions of the person to receive notice by providing written notice thereof to all other parties Engagement Letter between the Company and the Representative, dated as of May 26, 2022 (the “Engagement Letter”) that are not related to the Agreement.
6.2 Unless stated otherwise hereinOffering, all costs and expenses associated with this Agreement and the transactions contemplated hereby each of which provisions shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as for the economic or legal substance term of the transactions contemplated hereby is not affected in any manner adverse to any partyEngagement Letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxxxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the Trust personallydate first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: Chief Executive Officer Univest Securities, but shall bind only the trust property of the TrustLLC
1. Free Writing Prospectus, dated [ ], link as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.follows:
Appears in 1 contract
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 a. Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment provision or term of this Agreement may be amended or any rights or obligations hereunder without waived, only with the written consent of all other parties. As used herein, the term “assignment” Parties hereto and any such amendment / waiver shall have be binding on the meaning ascribed thereto in the 1940 ActParties.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 b. This Agreement may be executed in any such number of counterparts, all of which shall constitute one as required under the applicable regulations, and this has the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than effect as if the parties hereto and their successors or assigns, any rights or remedies under or by reason signatures on the counterparts were on a single copy of this Agreement.
6.10 Any uncertainty c. Notwithstanding anything to the contrary contained in any Transaction Documents, pursuant to any guidelines / directives / notifications / Laws, the Lender may, at any time, alter or ambiguity existing herein shall not presumptively be interpreted against modify or delete any partyprovisions of the Transaction Documents, but such as a change in disbursement schedule, the Interest Rate, service charges, etc., and such alteration or modification or deletion made by the Lender shall be interpreted according intimated / conveyed to the application of Borrower/s and shall be binding on the rules of interpretation for arm’s length agreementsBorrower/s.
d. The Borrower/s agree not to distribute or disclose any information related to or connected with the Loan to any Person.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 e. The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder Lender shall not be binding upon held responsible or liable in any manner, for any non-compliance by the Borrower/s, of any Laws, regulations, circulars, etc.
f. The Borrower/s hereby declare and confirm that the Borrower/s have read and understood all the terms and conditions of this Agreement (including the details provided in the Schedule) and in the event that any of the interest holdersBorrower/s are illiterate and/or cannot read or understand English language, Trustees, officers, employees or agents of such terms and conditions have been read out and explained in the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trustlanguage (vernacular language) which they know and understand. The execution Borrower/s have understood and delivery accepted all such terms and conditions of this Agreement and have been authorized executed this Agreement evidencing the same.
g. The Borrower/s agree and undertake to forthwith comply with all additional conditions as may be specified in the Transaction Documents or as may be specified by the Trustees Lender from time to time
1. Effective Date (of the Trust and this Agreement will be signed by agreement): 06/30/2020
2. Place: Mumbai
3. Total Loan Amount Sanctioned – Rs. 79300
4. Interest To Customer – 0.00 %
5. Total Interest payable as an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.amount – Rs 0
Appears in 1 contract
Samples: Loan Agreement
General Provisions. 6.1 All notices From and other communications given or after the date of the Company’s acceptance of this subscription, as set forth on the signature page hereto, this Agreement shall remain in effect until such time as (a) the undersigned has performed the full subscription by delivering full payment of the aggregate Purchase Price for the Shares referenced above and set forth on the signature page hereto, and (b) the Company has fulfilled its obligation to the undersigned by recording the undersigned as the owner of the appropriate number of Shares in its required records and delivering a certificate representing the Shares pursuant to Section 1. The covenants made pursuant hereto shall to in writing and Section 6 shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed construed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity an agreement independent of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalidAgreement, illegal or incapable and shall survive the termination of being enforced by any rule of lawthis Agreement, or public policy, all other conditions and together with the provisions of this Agreement shall nevertheless remain in full force Section relating to severability, waiver, binding effect and effect so long as governing law. Furthermore, the economic or legal substance representations and warranties of the transactions contemplated hereby is not affected in undersigned shall survive the termination of this Agreement. If any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenantsthe application of such provision to any party or circumstances shall be held invalid, promisesthe remainder of the Agreement, agreements, conditions or understandings, either oral the application of such provision to such party or written, between them relating to the subject matter of this Agreement circumstances other than those set forth herein.
6.6 Each to which it is held invalid, shall not be affected thereby. This Agreement may be modified or amended only by a written instrument signed by both the Company and all the undersigned. No failure or delay by either the Company or the undersigned in exercising or enforcing any right or remedy under this Agreement will waive any provision of the provisions Agreement. Nor will any single or partial exercise by either the Company or the undersigned of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document. Upon acceptance by the Company, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective Company and the undersigned and to the successors and assignsassigns of the Company and to the personal and legal representatives, heirs, guardians, successors and permitted assignees of the undersigned. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts Minnesota without giving effect regard to the choice conflicts-of-law principles thereof. The venue for any action hereunder shall be in the State of law Minnesota, whether or conflicts not such venue is or subsequently becomes inconvenient, and the parties consent to the jurisdiction of law provisions thereof.
6.8 the courts of the State of Minnesota, County of Hennepin, and the U.S. District Court, District of Minnesota. This Agreement constitutes the entire agreement among the parties with respect to the Company. It supersedes any prior agreement or understanding among them, and it may not be modified or amended in any manner other than as set forth herein. Upon request, the undersigned agrees to furnish to the Company such additional information as may be deemed necessary to determine the undersigned’s suitability as an investor. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement binding on the parties hereto. Facsimile and electronically transmitted signatures shall be valid and binding to the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason extent as original signatures. In making proof of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively , it will be interpreted against any party, but shall be interpreted according necessary to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind produce only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized one copy signed by the Trustees of the Trust and this Agreement will party to be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustcharged.
Appears in 1 contract
Samples: Subscription Agreement (Uron Inc)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity Offering, except for those specific provisions of the person to receive notice by providing written notice thereof to all other parties Engagement Letter that are not related to the Agreement.
6.2 Unless stated otherwise hereinOffering, all costs and expenses associated with this Agreement and the transactions contemplated hereby each of which provisions shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as for the economic or legal substance term of the transactions contemplated hereby is not affected in any manner adverse to any partyEngagement Letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxxx Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the Trust personallydate first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: Chief Executive Officer Univest Securities, but shall bind only the trust property LLC 2,250,000 AC Sunshine Securities LLC 500,000
1. Free Writing Prospectus, dated March 17, 2023, link as follows: xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1938865/000121390023020996/ea175409-fwp_topking.htm Number of the TrustFirm Shares: 2,750,000 Number of Additional Shares: 412,500 Public Offering Price per Firm Share: $4.00 Underwriting Discount per Firm Share: $0.28 Proceeds to Company per Firm Share (before expenses): $3.72
1. XXXXXX XX
2. XXX XX
3. XXXX XXX
4. XXXXXXX KEI BIU XXXXX
5. XXXXXXX WEE XXXX XXXX 6. XXXX XXXX
1. ASTRA CAPITAL LTD 2. FERN WIN TALENT HOLDING CO., as provided in its Declaration of TrustLTD
3. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the TrustXXXXX XXX HOLDING CO., acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.LTD
4. TIANCHENGYIHAO HOLDING LTD
Appears in 1 contract
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Erayak Power Solution Group Inc. By: Name: Lingyi Kong Title: Chief Executive Officer and Chairman The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto PRIME NUMBER CAPITAL, LLC By: Name: [●] Title: [●] Underwriter Number of Firm Shares Prime Number Capital, LLC Shengang Securities Co., Ltd. Total 3,000,000 None. Pricing Information Number of Firm Shares: 3,000,000 Number of Additional Shares: 450,000 Public Offering Price per one Share: $[●] Underwriting Discount per one Share: (i) 8.0% per share (or $[●] per share) Proceeds to Company per one Share (before expenses): $[●] Lock-Up Parties Lingyi Kong Lanling Gu Xxxx-Xxxx Mak Jizhou Hou Xxxx Xxxx Xxxxxxx Xxxxx Subsidiaries of the Company Erayak Power Solution Limited British Virgin Islands Erayak Power Solution Hong Kong Limited Hong Kong Wenzhou Wenjie Information Technology Co. Ltd. PRC Zhejiang Xxxxx Electronics Co. Ltd. PRC Wenzhou New Focus Technology & Electronics Co., Ltd. PRC Testing the Waters Communications None. [●], 2022 Prime Number Capital, LLC 00 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 As Representative of the Underwriters named on Annex A to the Underwriting Agreement Dear Ladies and Gentlemen: As an inducement to the underwriters, for which Prime Number Capital, LLC is acting as representative (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of Class A ordinary shares (the “Ordinary Shares”), of Erayak Power Solution Group Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that no without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other party shall have agreement that transfers, in whole or in part, any obligation hereunder of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any liability of the Feeder Fund arising hereunder; Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The Lock-Up Period will commence on the date of this Agreement and continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Underwriting Agreement. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the Trust transferee has entered into agreed in writing to be bound by the same terms described in this Agreement solely on behalf letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfoliotransfer.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Underwriting Agreement (Erayak Power Solution Group Inc.)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings, and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have Underwriters, any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon person controlling any of the interest holdersUnderwriters, Trusteesthe Company, officers, the officers or employees or agents of the Trust personallyCompany, but shall bind only or any person controlling the trust property Company, (ii) acceptance of the Trust, Offered Securities and payment for them as provided in its Declaration of Trust. The execution contemplated hereby and delivery (iii) termination of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xxxx Xxxx Title: Chief Executive Officer and Director The foregoing Underwriting Agreement have been authorized is hereby confirmed and accepted by the Trustees Underwriters as of the Trust date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxx Xxxxx Title: President Xxxxxxxx Securities, Inc. [●] Total 1,750,000 [●] Number of Firm Shares: 1,750,000 Number of Option Shares: [●] Number of Underwriter’s Warrants: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Hoi Xxxx XXXX Xxxxxx Xxxxx KU Ving Lung MA Xxxx Pong Xxxxxxx XXX Lo Chanii XXX Xxx Ki XXXXX Deep Vision Enterprise Limited I Sparks Enterprise Limited AL Holding Group Limited CKL Holding Limited British Virgin Islands Matter Interiors Limited Hong Kong SAR [●], 2024 0 Xxxx Xxxxxx Xxxxxx, Xxxxx 000 Pensacola, FL 32502 (000) 000-0000 Ladies and this Agreement will be signed by an officer Gentlemen: The undersigned understands that Xxxxxxxx Xxxxxxxxxx, Inc., the representative of the Trustunderwriters (the “Underwriters”), acting as suchpropose to enter into an underwriting agreement (the “Underwriting Agreement”), and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed with Mint Incorporation Limited (the “Company”), in connection to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property initial public offering (the “Offering”) of the Trust as provided in its Declaration Company’s Class A ordinary shares (“Class A Ordinary Shares”), of Trustno par value per share (the “Shares”).
Appears in 1 contract
General Provisions. 6.1 All notices and other communications given (a) In the event that a dispute arises regarding past practice or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or if it is mutually agreed by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If the parties to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxAgreement that an omission in contract terminology is cause for a dispute, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to past Civil Service rules and procedures will serve as a common law basis for settling the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party dispute.
(b) It is agreed by the parties to this Agreement may change the identity of the person to receive notice that all Civil Service rules, regulations, rights or obligations are superseded by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and that this Agreement will be the transactions contemplated hereby shall basis by which all matters pertaining to wages, hours and working conditions will be paid by the party incurring such costs and expensesdetermined.
6.3 The headings (c) For the purposes of job description and captions contained definition, the Civil Service classification plan will be utilized.
(d) All existing Administrative Regulations governing City policy will remain in this Agreement effect and future Administrative Regulations may from time to time be adopted. Said regulations are for reference purposes only and shall not affect in any way to conflict with the meaning or interpretation provisions of this Agreement.
6.4 (e) All employees who take and complete training courses that will benefit them in their work will, for the purpose of computing salary increments, be given credit for an additional year spent in that position occupied, provided that no increment will be allowed that will raise the salary beyond the maximum for the class, and further provided, that such credit will not be allowed unless the course is approved by the Personnel Officer.
(f) No employee shall be appointed, demoted or removed, or be in anyway favored or discriminated against because of his political or religious opinions or affiliations or national origin.
(g) All employees governed by this Agreement will maintain residence within twenty (20) miles from the corporate limits of the City of Escanaba.
(h) If any term Article or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment Section of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed supplements thereto in the 1940 Act.
6.7 This Agreement shall should be governed held invalid by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice operation of law or conflicts by any tribunal of law provisions thereof.
6.8 This Agreement may competent jurisdiction, or if compliance with or enforcement of any Article or Section should be executed in any number restrained by such tribunal, the remainder of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder supplements shall not be binding affected thereby and the parties shall enter into immediate collective bargaining negotiations for the purpose of arriving at a mutually satisfactory replacement for such Article or Section.
(i) It shall be expressly understood by both parties that this contract may be revised, amended or otherwise altered to include new agreements, or effect changes in the existing contract language, when mutually agreed upon any by the Union and the Employer.
(j) It shall not be obligatory on either party, however, to reopen negotiations during the agreed upon three-year period for effectuation of this contract.
(k) Both parties shall exchange written proposals with each other at the first (1st) meeting held to commence negotiations on a new contract.
(l) Employees of the interest holdersElectric Department will be entitled to meal allowances in the amount of $11.00 per meal under the following conditions:
(1) Whenever an employee in the Electric Department works overtime beyond 5:30 p.m. in the evening, Trusteeshe shall receive a meal allowance. For call back situations between 4:15 p.m. and 6:00 p.m. on any day, officersthe employee shall receive a meal allowance.
(2) When an employee is called out in the morning between the hours of 4:00 and 9:00 a.m., the employee shall receive a meal allowance.
(3) When an employee works between the hours of 11:00 a.m. and 1:00 p.m., not on his regular shift, the employee shall receive a meal allowance.
(4) All meals shall be eaten on the employee’s own time, except when an employee would lose time from his regular shift.
(m) There shall be monthly safety meetings for all employees or agents covered by this Agreement; said meetings to be attended by all personnel during the course of the Trust personally, but shall bind only regular work day.
(n) Employees will be required to comply with the trust property provision of the TrustMichigan Commercial Drivers License requirements. Employees will be required to possess a valid driver’s license and the appropriate endorsement (Group Designation) for the vehicle they are required to drive. Fees for the renewal of the regular driver’s license will be the responsibility of the employee. Any fees for required endorsements (designations) will be paid for by the employer.
(o) Safety Shoes/Clothing. All employees designated by the City shall be required to wear approved safety -toed shoes/boots and specified shirts, as provided jackets and bibs at all times. To help defray the cost of said shoes and clothing, the City will provide to each employee required to wear said safety shoes and clothing a clothing allowance in its Declaration the amount of Trust$375.00 per fiscal year. If future State or Federal regulations require the employer (City) to purchase compliant, flame retardant, clothing for the employees covered by this agreement, then this provision shall become null and void. The execution and delivery of this Agreement have been authorized by the Trustees City will reimburse Electric Custodian up to 25% of the Trust and this Agreement cost of purchasing safety toe footwear upon evidence of the purchase of qualifying footwear. This will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustallowed once each fiscal year.
Appears in 1 contract
Samples: Collective Bargaining Agreement
General Provisions. 6.1 All notices 1. The parties acknowledge that each had the unrestricted right and other communications given opportunity to make demands and proposals during the course of negotiations which resulted in the Agreement with respect to any subject or made pursuant hereto shall matter pertaining to in writing wages, hours, or working conditions. The parties voluntarily and without reservation waive, for the duration of this Agreement, their right to bargain collectively with respect to any subject or matter referred to or covered by this Agreement or with respect to any matter not specifically referred to or covered by this Agreement even though such subject or matter may not have been within the knowledge or contemplation of either or both of the parties at the time this Agreement was negotiated or signed.
2. No rule, regulation or practice of the Town shall be deemed contrary to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to inconsistent with the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation terms of this Agreement.
6.4 If 3. The Town shall make no agreement or contract with an individual member of the negotiating unit.
4. It is understood and agreed by both parties that benefits conferred by this Agreement are subject to the applicable provisions of law and to the appropriation of funds by the Town Board.
5. All rules and regulations of the Brighton Police Department not covered in this contract shall be covered by General Orders of the Police Department, and/or administrative regulations promulgated by the Chief of Police or Supervisor, and as are included in the Rules and Procedures of the Police Department of the Town of Brighton, dated June 1971, and as amended from time to time, except in the event said Rules and Procedures are consistent with the terms of this Agreement then and in such event, the terms of this agreement shall control.
6. This agreement and all provisions herein are subject to all applicable laws, and in the event any term or other provision of this Agreement is invalidheld to violate such laws, illegal or incapable said provision shall not bind either of being enforced by any rule of lawthe parties, or public policy, all other conditions and provisions but the remainder of this Agreement shall nevertheless remain in full force and effect so long as if the economic invalid or legal substance of the transactions contemplated hereby is illegal provision had not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason been a part of this Agreement.
6.10 Any uncertainty 7. Wherever the word(s) "patrolman," "police officer," "officer," "policeman," or ambiguity existing herein shall not presumptively "policewoman" are used, it is intended that reference be interpreted against any party, but shall be interpreted according made to the application all uniformed employees of the rules Police Department of interpretation for arm’s length agreementsthe Town, including both males and females.
6.11 Each party expressly acknowledges 8. The Town, during the provision term of this Agreement, will institute a Deferred Compensation Plan for all employees in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust which employees of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectivelyPolice Department may participate.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust9. The execution benefits of Local Law Number 2-1980, entitled Legal Defense of Town Officers and delivery of Town Employees is hereby extended to employees covered by this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of TrustAgreement.
Appears in 1 contract
Samples: Collective Bargaining Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and The Notes shall be deemed to have been duly given or made when actually received in person or executed by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If Authorized Officers of each of the Issuers and delivered to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Indenture Trustee for authentication and thereupon the Master Portfolio: State Street Master Funds c/o State Street Bank same shall be authenticated and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change delivered by the identity Indenture Trustee upon an Issuer Order upon receipt by the Indenture Trustee of the person following:
(a) copies of each of the Transaction Documents, duly executed and delivered by each of the parties thereto (other than the Indenture Trustee);
(b) a Board Resolution of each of the Issuers, the Servicer, the Manager and each Seller authorizing, as applicable, the execution, delivery and performance of the Transaction Documents to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement which it is a party and the transactions contemplated hereby shall thereby;
(c) a certificate or other official document evidencing any authorization, approval or consent of each government body or bodies required for valid issuance of such Notes or the execution, delivery and performance of any of the Transaction Documents;
(d) one or more Opinions of Counsel with respect to each Issuer, each Seller, Holdco, the Servicer and the Manager, as applicable (which may rely upon one or more Officer's Certificates from the related Person as to matters of fact and which may be paid by the party incurring based on such costs assumptions and expenses.
6.3 The headings subject to such exceptions, limitations and captions qualifications as are customarily contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation opinions of this Agreement.
6.4 If any term or other provision nature) substantially to the effect that, and with such modifications as may be necessary under the laws of this Agreement Canada and Mexico, (i) such Person has been duly formed and is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions validly existing and provisions of this Agreement shall nevertheless remain in full force and effect so long as good standing under the economic or legal substance laws of the transactions contemplated hereby respective jurisdiction identified in this Indenture and is not affected duly qualified to do business in any manner adverse said jurisdiction and has the power and authority to any enter into and perform its obligations under the Transaction Documents to which such Person is a party. Upon ; (ii) this Indenture and each other Transaction Document to which such determination that any term or Person is a party (other provision is invalidthan the Notes) has been duly authorized, illegal or incapable executed and delivered by such Person and constitutes the valid, legal and binding agreement of being enforcedsuch Person, enforceable in accordance with its terms; (iii) with respect to each Issuer, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto Notes have been duly authorized by such Issuer and, except as otherwise specifically provided in this Agreement, their respective successors when issued and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed authenticated in accordance with the laws terms of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may Indenture, will be executed in any number of counterpartsvalid and binding, all of which shall constitute one joint and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the several obligations of the Trust hereunder shall Issuers enforceable in accordance with their terms; (iv) the execution, delivery and performance by such Person of its obligations under the Indenture, the Notes or any other Transaction Document to which such Person is a party will not be binding upon conflict with or violate any of the interest holdersorganizational documents of such Person or any applicable Law or order, Trusteesrule or regulation of any court, officersadministrative agency or other governmental authority having jurisdiction over such Person; (v) no consent, employees approval or agents authorization of any governmental authority is required for the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Person of the Indenture, the Notes or any other Transaction Document to which such Person is a party except as shall be deemed to have been therefore received and except as may be required under the securities or "blue sky" laws of various jurisdictions in connection with the delivery of the Notes; (vi) such Person has full power and authority to assign, pledge, hypothecate and deposit all of its right, title and interest in and to the Leases, the Railcars and the other Collateral owned thereby to the Issuers, in the case of the Sellers, and to the Indenture Trustee, in the case of the Issuers, free from any Lien (other than any Permitted Lien), security interest, encumbrance or other right, title or interest of any person, subject, however, to the rights of the Lessees in the Railcars under the related Leases; (vii) to the extent Article 9 of the UCC is applicable, the Indenture, together with the filing of UCC-1 financing statements in the filing offices to be identified in such opinion or opinions is effective to Grant to and create in favor of the Indenture Trustee for the benefit of the Secured Parties as security for the Notes, a perfected security interest in the Leases, the Railcars and the other Collateral owned by such Issuer; (viii) the offer and sale of the Notes under the circumstances contemplated by each Purchase Agreement is exempt from the registration requirements of the Securities Act, and no qualification of the Indenture is required under the Trust Indenture Act of 1939, as amended; and (ix) with respect to each Issuer, such Issuer is not an "investment company" required to register as such under the Investment Company Act of 1940, as amended;
(e) an Opinion of Counsel with respect to certain matters relating to filings required to be made with the STB in respect of the security interest of the Indenture Trustee in each Railcar and any related Existing Lease (other than Excepted Leases) (which opinions may rely upon one or more Officer's Certificates from the related Issuer as to matters of fact and which may be based on such assumptions and subject to such exceptions, limitations and qualifications as are customarily contained in opinions of this nature) and substantially to the effect that (a) the U.S. Filed Documents have been prepared for filing with the STB in compliance with the relevant STB Filings Requirements; (b) except for the filing of the U.S. Filed Documents, no consent, approval, authorization or order of, or registration with, the STB or with any other governmental authority or regulatory body is required with respect to perfection of the assignments of the Existing Leases and the security interest in the Existing Leases and the Railcars contemplated by the Indenture; (c) other than the U.S. Filed Documents and such exceptions as may be agreed upon by the Class A Note Insurer, no document evidencing a Lien and encumbrance on, or security interest in, the Initial Railcars appears in the recordation files and records maintained by the STB pursuant to the relevant STB filing requirements; and (d) under the relevant STB filing requirements, upon the STB's recordation of the U.S. Filed Documents, such filing and recordation constitutes notice to, and such U.S. Filed Documents will be enforceable against, all persons (subject to such exceptions as may be agreed upon by the Class A Note Insurer and no other filing, depositing, registering or recording under any law of the United States, a state within the United States (or its political subdivisions) or territory or possession of the United States, is necessary to protect the interests of the parties to the U.S. Filed Documents in the Initial Railcars, and no re-recording, re-filing or re-registering of any of them individually the foregoing documents with the STB is necessary to continue such notice and enforceability under present law and regulations;
(f) an Opinion of Counsel with respect to certain matters relating to filings required to be made with the Canadian Regulator in respect of the security interest of Indenture Trustee in each Canadian Railcar and Canadian Lease (which opinions may rely upon one or more Officer's Certificates from CARCAT as to matters of fact and which may be based upon such assumptions and subject to such exceptions, limitations and qualifications as are customarily contained in opinions of this nature) and substantially to the effect that
(i) the Canadian Filed Documents have been prepared for filing with the Canadian Regulator in compliance with the requirements of the Canadian Regulator;
(ii) the deposit of the Canadian Filed Documents will protect the rights of the Indenture Trustee in and to the Canadian Railcars and Canadian Leases and no other filing, recording, deposit or registration is necessary in Canada or in any province or territory thereof to protect such rights;
(iii) the Canadian Filed Documents are valid against all persons; and
(iv) no document evidencing a currently outstanding lease, mortgage, hypothec, bailment or security interest or any amendment or assignment thereto was located in the database maintained by the Canadian Regulator with respect to the Railcars;
(g) an Opinion of Counsel (which may rely upon one or more Officer's Certificates as to matters of fact and which may be based on such assumptions and subject to such exceptions, limitations and qualifications as are customarily contained in opinions of this nature) substantially to the effect that, in the event that The Andersons were to become a debtor under the bankruptcy laws of the United States or Canada, a court would not order the substantive consolidation of Holdco, any Seller or any Issuer with any such debtor;
(h) an Officer's Certificate of each Issuer stating that such Issuer is not in Default under this Indenture and there is no Event of Default hereunder and that the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, such Issuer's Certificate of Formation or other corporation formation document, as applicable, or operating agreement or other organizational or constitutional document, as applicable, or any indenture, mortgage, deed of trust or other agreement or instrument to which such Issuer is a party or by which such Issuer is bound, or any order of any court or administrative agency entered in any Proceeding to which such Issuer is a party or by which it may be bound or to impose any liability on any of them personally, but shall bind only which it may be subject; and that all conditions precedent provided in this Indenture relating to the trust property authentication and delivery of the Trust Notes have been complied with and an Officer's Certificate of each Seller to the effect that all of such Seller's representations and warranties in the Sale Agreements were accurate as of the time made;
(i) a copy of an officially certified document, dated not more than 30 days prior to the Closing Date, evidencing the due organization and good standing of each Issuer, the Servicer, the Manager and each Seller in their respective jurisdictions of incorporation or formation, as applicable;
(j) copies of the corporate formation documents of each Issuer, the Servicer, the Manager and each Seller;
(k) the initial Lease and Railcar Schedule;
(l) except in respect of those Leases identified on Schedule IV hereto, the sole original executed counterpart of each Lease, including any amendments or modifications thereto, subject to such exceptions as shall have been approved by the Controlling Party, as provided in Section 7.13 (and the Indenture Trustee shall have delivered to the Servicer, the Manager, the Issuers, the Class A Note Insurer and the Holders a certificate in the form attached hereto as Exhibit C to the effect that the Indenture Trustee has received each such Lease);
(m) evidence that the Indenture Trustee has established the Collection Accounts, the Cash Collateral Accounts, the Operating Expense Reserve Account (including the NARCAT OER Subaccount and the CARCAT OER Subaccount), the Prefunding Account and the Policy Payment Account (including the NARCAT Policy Payment Subaccount and the CARCAT Policy Payment Subaccount) and evidence of the funding of the Cash Collateral Accounts and the Prefunding Account;
(n) a certificate from each Issuer to the effect that, in the case of each Lease, Railcar and other Railcar Assets being transferred pursuant to its Declaration related Sale Agreement immediately prior to the delivery thereof to the Indenture Trustee:
(i) each Issuer (A) is the owner of Trusteach Lease and Railcar transferred to it pursuant to its respective Sale Agreement free from any Lien, security interest, encumbrance or other right, title or interest of any Person known to the Issuer, other than the rights of the Lessee or sublessee under the Lease and the security interest assigned to the Indenture Trustee pursuant to the Indenture, (B) has not assigned any interest or participation in such Lease or Railcar (or, if any such interest or participation has been assigned, it has been released), and (C) has full right to Grant such Lease and Railcar to the Indenture Trustee;
(ii) the information set forth with respect to each such Lease, Railcar and other Railcar Assets transferred to it pursuant to its respective Sale Agreement in the initial Lease and Railcar Schedule is correct in all material respects;
(iii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in each Lease, Railcar and other Railcar Assets transferred to it pursuant to its respective Sale Agreement; and
(iv) each lease, railcar and other related asset transferred to it pursuant to its respective Sale Agreement constitutes a Lease, Railcar or Railcar Asset;
(o) a rating letter issued by each of the Rating Agencies to the Issuers, the Class A Note Insurer and the Indenture Trustee assigning a rating to the Class A Notes of "AAA" by S&P and "AAA" by Fitch and a rating to the Class B Notes of "B" by S&P;
(p) such lien searches and releases of liens as the Indenture Trustee or the Class A Note Insurer deems necessary to establish that the Non-Mexican Collateral of each Issuer and the Seller (including, without limitation, the Non-Mexican Collateral owned by each Issuer on the Closing Date) are free and clear of any Liens other than Permitted Liens;
(q) appraisals of the Railcars issued by RailSolutions, Inc., and X. X. Xxxxx & Associates, Inc., together with letters reaffirming the values set forth therein as of January 30, 2004; and
(r) such other documents as the Indenture Trustee, the Class A Note Insurer or the Holders may reasonably require.
Appears in 1 contract
Samples: Indenture (Andersons Inc)
General Provisions. 6.1 All notices The following general provisions apply to this Lease:
(a) The Lessor is not for any purpose a partner or joint venture participant of the Lessee in the development or operation of the Premises or in any business conducted on the Premises. Under no circumstances will the Lessor be responsible or obligated for any losses or liabilities of the Lessee. The Lessee may not publicize, or otherwise circulate, promotional or other material of any nature that states or implies endorsement of the Lessee or its services or products by the Lessor or any other governmental agency.
(b) This Lease is not intended to, and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in does not, confer upon any person or entity, other than the parties hereto, any right or interest, including any third party beneficiary status or any right to enforce any provision of this Lease.
(c) This Lease provides no right of renewal or extension to the Lessee, nor does it provide the Lessee with the right to award of a new lease upon termination or expiration of this Lease. No rights will be acquired by faxvirtue of this Lease entitling the Lessee to claim benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, Public Law 91-646.
(d) The Lessee warrants that no person or selling agency has been employed or retained to solicit or secure this Lease upon an agreement or understanding for a commission, percentage, brokerage, or three days after being sent by certified contingent fee. For breach or registered United States mailviolation of this warranty, return receipt requested, postage prepaid, addressed as follows: If the Lessor will have the right to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to immediately terminate this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the AgreementLease for default.
6.2 Unless stated otherwise herein(e) If one or more provisions of this Lease are held to be invalid for any reason, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall invalidity will not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement Lease, and this Lease will be construed as if the invalid provisions had not been contained in this Lease.
(f) The following rules of construction and interpretation will apply to this Lease: (a) the use of the term “including,” “include,” “such as,” or words of similar import will be interpreted to be followed by the phrase “but not limited to;” (b) all exhibits that may be referenced in this Lease, including those exhibits which become attached to or referenced in this Lease during the Lease Term, are hereby attached to and incorporated in this Lease; and (c) captions and headings in this Lease are for convenience only and are not to be construed as a part of this Lease or in any way limiting or amplifying the provisions of this Lease.
(g) Time is invalidof the essence to this Lease and all of its terms and conditions.
(h) The laws of the United States govern the validity, illegal construction, and effect of this Lease.
(i) This Lease constitutes the entire agreement between the Lessor and the Lessee with respect to its subject matter and supersedes all prior offers and negotiations, oral or incapable written. This Lease may not be amended or modified except by a written instrument executed by the Lessor and the Lessee.
(j) The voluntary sale or other surrender of being enforced this Lease by the Lessee to the Lessor, or a mutual cancellation, or the termination by the Lessor pursuant to any rule provision of this Lease, will not work a merger, but, at the option of the Lessor, may either terminate any or all existing Subleases hereunder or operate as an Assignment to the Lessor of any or all Subleases.
(k) If more than one lessee is named in this Lease, each lessee is jointly and severally liable for performance of the obligations of this Lease.
(l) Any and all remedies available to the Lessor for the enforcement of the provisions of this Lease are cumulative and are not exclusive, and the Lessor may pursue either the rights enumerated in this Lease or remedies authorized by law, or public policy, all other conditions and provisions both. The Lessee will be liable for any costs or expenses incurred by the Lessor in enforcing any term of this Agreement shall nevertheless remain Lease, or in full force and effect so long as pursuing legal action for the economic or legal substance enforcement of the transactions contemplated hereby is Lessor’s rights, including court costs.
(m) The Lessee may not affected construct new buildings or structures on the Premises, except that, with the prior written approval of the Lessor, the Lessee may construct minor additions, buildings, or structures determined by the Lessor to be necessary for support of the uses authorized by this Lease.
(n) Nothing contained in this Lease binds the Lessor to expend, in any manner adverse to fiscal year, any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate sum in good faith to modify this Agreement so as to effect the original intent excess of the parties as closely as possible in an acceptable manner to the end appropriation made by Congress for that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning fiscal year or administratively allocated for the subject matter of this Agreement and incorporate Lease, or supersede all prior negotiations and understandingsto involve the Lessor in any contract or other obligation for the future expenditure of money in excess of such appropriations. There are no covenantsMoreover, promises, agreements, conditions or understandings, either oral or written, between them relating to nothing in this Lease prevents the subject matter cancellation of this Agreement other than those set forth hereinLease by the Lessor in the exercise of its sovereign authority, subject to any constraints imposed on it by Applicable Laws.
6.6 Each (o) Initial Improvements or Alterations made by the Lessee without required notification and all approvals from Lessor described in this Lease are prohibited. In the event any such Initial Improvements or Alterations are made by the Lessee without such required notice and approvals, the Lessor may terminate this Lease for default and/or require removal by the Lessee, at its sole expense, of the provisions non-compliant Initial Improvements or Alterations. Lessee costs for non-compliant Initial Improvements or Alterations are not eligible for Rent Offset.
(p) In the event of the expiration or termination of this Agreement shall be binding upon legal authorization for any reason and inure the Lessee is not to continue the benefit of operations authorized under this current legal authorization after the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement Expiration or any rights or obligations hereunder without the written consent of all other parties. As used hereinTermination Date, the term “assignment” shall have Lessor and the meaning ascribed thereto Lessee in good faith will fully cooperate with one another and with the 1940 Act.
6.7 This Agreement shall be governed new lessee or lessees selected by the Lessor to continue such operations to achieve an orderly transition of operations in order to avoid disruption of services to Park Area visitors and construed minimize transition expenses in accordance with the laws terms of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterpartsExhibit G: Transition Between Leases. IN WITNESS WHEREOF, all of which shall constitute one the, Regional Director, National Park Service, Interior Regions 8, 9, 10 and the same instrument12, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely acting on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability United States, in the exercise of the Feeder Fund arising hereunder; (b) delegated authority from the Trust has entered into this Agreement solely on behalf Secretary of the Master Portfolio Interior, as the Lessor; and that no other series the Lessee have executed this Lease by proper persons thereunto duly authorized as of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holdersdate heretofore written. LESSOR: THE UNITED STATES DEPARTMENT OF THE INTERIOR, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.NATIONAL PARK SERVICE By: Print Name: Title: Date: LESSEE:
Appears in 1 contract
Samples: Lease Agreement
General Provisions. 6.1 All notices 22.1 The Contract Documents consist of the Contract, the Proposal Forms, the Instructions to Proposers, Request for Qualifications, all Addendum(s) issued prior to execution of this Contract, these General Conditions and Specifications. Together, these documents comprise the Contract and all the documents are fully a part of the Contract as if attached to the Contract or repeated herein. Precedence of the Contract Documents shall be as follows: (i) addendum(s) to the Contract Documents, (ii) the Contract, (iii) the General Conditions, (iv) the Scope of Work , (v) the Request for Proposal, and (vii) the Bid Form.
22.2 This Contract represents the entire agreement between the parties in relation to the subject matter hereof and supersedes all prior agreements and understandings between such parties relation to such subject matter, and there are no contemporaneous written or oral agreements, terms or representation made by any party other communications given than those contained herein. No verbal or made pursuant hereto written representations shall be relied upon outside the Contract terms and amendments. Without exception, all deletions or additions to the scope of work will be set forth in a written amendment to this Contract. No amendment, modification, or waiver of this Contract, or any part thereof, shall be valid or effective unless in writing signed by the party or parties sought to be bound or charged therewith; and no waiver of any breach or condition of this Contract shall be deemed to have been duly given be a waiver of any other subsequent breach or made when actually received in person condition, whether of a like or different nature.
22.3 The Service Provider shall, during the term of this Contract, repair any damage caused t real or personal property of the City and/or its tenants, wherever situated, caused by faxthe intentional, reckless, or three negligent acts or omissions of the Service Provider’s officers, agents, or employees, and any subcontractors and their officers, agents, or employees, or , at the option of the City, the Service Provider shall reimburse the City for the cost of repairs thereto and replacement thereof accomplished by or on behalf of the City.
22.4 The Service Provider warrants to the City that no work performed or materials purchased pursuant to the Contract, whether by, from, or through the Service Provide or a subcontractor, shall cause any claim, lien or encumbrance to be made against any property of the City, and the Service Provider shall indemnify and hold the City harmless from and against any and all losses, damages and const, including attorneys’ fees, with respect thereto. If any such claim, lien or encumbrance shall be filed, the Service Provider shall, within thirty (30) days after being sent notice of the filing thereof, cause the same to be discharged of record by certified payment, deposit, bond, order of a court of competent jurisdiction or registered United States mailotherwise. This provision shall survive the expiration or termination of the Contract.
22.5 This Contract shall be deemed to be made, return receipt requested, postage prepaid, addressed as follows: If construed and performed according to the Feeder Fund: laws of the State Street Global Advisors Xxx Xxxxxxx Xxxxxxof Georgia. Any suit or proceeding initiate for the purpose of interpreting or enforcing any provision of this Contract or any matter in connection therewith shall be brought exclusively in a court of competent jurisdiction in Dekalb County, Xxxxx 00 XxxxxxGeorgia, XX 00000 Attn: Compliance Department If and the Service Provider waives any venue objection, including, but not limited to, any objection that a suit has been brought in an inconvenient forum. The Service Provider agrees to submit to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity jurisdiction of the person Georgia courts and irrevocably agrees to receive notice acknowledge service of process when requested by providing the City.
22.6 The section headings herein are for the convenience of the City and the Service Provider and are not to be used to construe the intent of this Contract or any part hereof, or to modify, amplify, or aid in the interpretation or construction of any of the provisions hereof.
22.7 The use of any gender herein shall include all genders, and the use of any number shall be construed as the singular or the plural, all as the context may require.
22.8 The delay or failure of the City at any time to insist upon a performance of any of the terms, conditions and covenants herein shall not be deemed a waiver of that breach or any subsequent breach or default in the terms, conditions, or covenants of this Contract. The Service Provider shall not be relieved of any obligation hereunder on account of its failure to perform by reason of any strike, lockout, or other labor disturbance.
22.9 The City shall have the right to recover from the Service Provider all of the City’s costs and expenses incurred in enforcing the provisions of this Contract including, but not limited to, (1) the cost of administrative investigation and enforcement ( including, without limitation, audit fees and costs, attorneys’ fees) and (2) the cost of any trial, appellate or bankruptcy proceeding (including, without limitation, investigation costs, audit fees and costs, attorney’s fees, court costs, paralegal fees and expert witness fees). This provision shall survive the expiration or termination of the Contract.
22.10 The Service Provider shall not during the term of the Contract knowingly hire or employ (on either a full-time or part-time basis) any employee of the City.
22.11 The Service Provider shall be required, during the term of the Contract at no additional cost to the City, to take such reasonable security precaution with respect to its operations at City Hall as the City in its discretion may from time to time prescribe. The Service Provider shall comply with all regulation, rules and policies of any governmental authority, including the City, relating to security issues.
22.12 The City may, but shall not be obligated to, cure, at any time, upon five (5) days written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise hereinService Provider (provided, however, that in any emergency situation to the City shall be required to give only such notice as is reasonable in light of all the circumstances), any default by the Service Provider under this Contract; whenever the City so cures a default by the Service Provider, all costs and expenses associated with this Agreement and incurred by the transactions contemplated hereby City in curing the default, including but not limited to, reasonable attorneys’ fees, shall be paid by the party incurring such costs and expensesService Provider to the City on demand.
6.3 22.13 The headings City shall, in its discretion, be entitled to deduct from the compensation to which the Service Provider is otherwise entitled hereunder, an amount equal to any liabilities of the Service Provider to the City which are then outstanding. In the event that additional work beyond the scope of this Contract is requested by the City Manager and captions it results in any extra charges to the City, the Service Provider shall so advise the City in writing of the amount of the extra charges. The City is not required to pay any extra charges for additional work unless such work and the charges therefore have been approved in advance and have been confirmed in writing within twenty-four (24) hours by the City Manager, in his or her exclusive discretion.
22.14 The Service Provider is an independent Service Provider, and nothing contained herein shall be construed as making the Service Provider an employee, agent, partner or legal representative of the City for any purpose whatsoever. The Service Provider acknowledges that it does not have any authority to incur any obligations or responsibilities on behalf of the City and agrees not to hold itself out as having any such authority. Nothing contained in this Agreement are for reference purposes only Contract shall be construed to create a joint employer relationship between the City and the Service Provider with respect to any employee of the Service Provider or of its subcontractors.
22.15 The Service Provider and its subcontractors if any, shall maintain complete and accurate books and records in accordance with generally accepted accounting principles, consistently applied, and shall be in a form reasonable acceptable to the City Manager or designee. The Service Provider and its subcontractors shall account for all expenses of any nature related to transactions in connection with the Contract in a manner which segregates in detail those transaction from other transactions of the Service Provider and subcontractors and which support the amounts reported and /or invoiced to the City. At a minimum, the Service Provider’s and subcontractor’s accounting for such expenses and transactions shall include such records in the form of electronic media compatible with or convertible to a format compatible with computers utilized by the City at its offices; a computer run hard copy; or legible microfilm or microfiche, together with access to the applicable reader. All such books and records and computerized accounting systems shall upon reasonable notice from the City be make available in Dekalb County, Georgia, for inspection, examination, audit and copying by the City through and by its duly authorized representatives at any time for up to four (4) years after the year to which books and records pertain. Such inspection, examination, or audit may include, but is not affect limited to a review of the general input, processing and output controls of information systems, using read only access, for all computerized applications used to record financial transactions and information. The Service Provider and subcontractor shall freely lend its own assistance in any way a timely manner in making such inspection, examination, audit, or copying and, if such records are maintained in electronic and other machine-readable format, shall provide the meaning City and/or its representative such assistance as may be required to allow complete access to such records. The City Manager may require the Service Provider and subcontractors to provide other records the City Manager, in his or interpretation her sole discretion, deems necessary to enable the City to perform an accurate inspection, examination or audit of expenses incurred in and transactions related to performance of this Agreement.
6.4 If Contract. Such records shall be provided within thirty (30) days or request thereof. In the event that expenses incurred or reimbursed are found by such inspection, examination, or audit to have been overpaid, the Service Provider and its subcontractors agree that such amounts shall be payable to the City. If, prior to the expiration of the above-state four (4) year record retention period, any term audit or other investigation is commenced by the City, or any claim is made or litigation commenced relating to this Contract by the City, the Service Provider, or third party, the Service Provider shall continue to maintain all such records, and the City shall continue to have the right to inspect such records in the manner stated above, until the inspection, examination, audit, claim, or litigation is finally resolved (including the determination of any and all appeals or the expiration of time for an appeal). This provision shall survive the expiration or earlier termination of this Contract. In the event of any conflict between any provision of this Agreement is invalidContract and generally accepted accounting principles or generally accepted auditing standards, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Contract shall control even where this Contract references such provisions or standards. In particular, without limitation, the Service Provider and subcontractors shall maintain all records required under this Contract to the full extend required hereunder, even if some or all such records would not be required under such generally accepted accounting principles or auditing standards. If as a result of an inspection, examination or audit, it is established that amounts are due from the Service Provider to the City, the Service Provider shall forthwith, upon written demand from the City, pay the City such amount, together with interest on the amount due at the rate of twelve (12%) percent per annum, or if less, the maximum rate of interest allowed by law, from the date such additional amounts were overpaid by the City. Further if such inspection, examination or audit establishes that the Service Provider has over billed such amounts for any Contract period by two (2%) percent or more, then the entire expense of such inspection, examination or audit shall be binding upon paid by the Service Provider.
22.16 The Service Provider and inure subcontractors shall prepare and provide the City with all detailed reports as required under the Contract on a timely basis. The City reserves the right to modify the benefit reporting procedures or the form and content of the parties hereto andany report as it deems necessary.
22.17 There are no third-party beneficiaries to this Contract, and nothing contained herein shall be construed to create such.
22.18 In computing any period of time established under this Contract, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding specified herein the foregoing, no party shall make any assignment word “days” when referring to a period of this Agreement time is ten (10) days or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrumentless means business days, and any party hereto may execute this Agreement by signing one or when referring to a period of time that is more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.ten
Appears in 1 contract
Samples: Professional Services
General Provisions. 6.1 All notices This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of this Agreement by one party to the other communications given or may be made pursuant by facsimile, electronic mail for other transmission method as permitted by applicable law, and the parties hereto shall to in writing and agree that any counterpart so delivered shall be deemed to have been duly given or made when actually received in person or by faxand validly delivered and be valid and effective for all purposes. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand. This Agreement may change the identity not be amended or modified unless in writing by all of the person parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 benefit. The section headings and captions contained in this Agreement herein are for reference purposes the convenience of the parties only and shall not affect in any way the meaning construction or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto andacknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, except as otherwise specifically provided including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks in this Agreementlight of the ability of the parties to investigate the Company, their respective successors its affairs and assigns. Notwithstanding its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), no party shall make any assignment of this Agreement or any rights or obligations hereunder without as contemplated by the written consent of all other partiesSecurities Act and the Exchange Act. As used herein, If the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed foregoing is in accordance with your understanding of our agreement, kindly sign and return to the laws Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Executive Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters in New York, New York as of the Commonwealth date first above written. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Acting individually and as a representative of Massachusetts without giving effect the several Underwriters named in the attached Schedule A hereto By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director Acting individually and as a representatives of the several Underwriters named in the attached Schedule A hereto By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Acting individually and as a representatives of the several Underwriters named in the attached Schedule A hereto Underwriters Principal Amount of Securities to be Purchased Xxxxx Xxxxxxx & Co. $ 112,500,000 U.S. Bancorp Investments, Inc. $ 78,750,000 PNC Capital Markets LLC $ 33,750,000 Total $ 225,000,000
1. Pricing Term Sheet, dated October 28, 2020
2. Investor Presentation, filed with the choice of law Commission on October 28, 2020 Issuer: Sterling Bancorp (the “Company”) Security: 3.875% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) Aggregate Principal Amount: $225,000,000 Expected Rating: BBB by Xxxxx Bond Rating Agency, Inc. A rating is not a recommendation to buy, sell or conflicts of law provisions thereof.
6.8 This Agreement hold securities. Ratings may be executed subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. Trade Date: October 28, 2020 Settlement Date: October 30, 2020 (T + 2) Maturity Date: November 1, 2030, if not previously redeemed Coupon: From and including the Settlement Date, to but excluding, November 1, 2025 or the date of earlier redemption (the “fixed rate period”) 3.875% per annum, payable semi-annually in any number of counterpartsarrears. From and including November 1, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party2025 to, but shall excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), a floating per annum rate equal to a Benchmark rate (which is expected to be interpreted according to the application Three-Month Term SOFR) (each as defined in the prospectus supplement under “Description of the rules of interpretation Notes — Interest”), plus 369.0 basis points, for arm’s length agreements.
6.11 Each party expressly acknowledges each quarterly interest period during the provision floating rate period, payable quarterly in arrears; provided, however, that if the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and Benchmark rate is less than zero, the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Benchmark rate shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustbe zero.
Appears in 1 contract
General Provisions. 6.1 All notices Any Notes issued by the Co-Issuers on the Closing Date or any Issuance Date shall be executed by the Co-Issuers upon compliance with the conditions of Sections 2.3, 3.2 and other communications given or made pursuant hereto shall to in writing 3.3 and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If delivered to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxIndenture Trustee for authentication, Xxxxx 00 Xxxxxxand thereupon the same shall be authenticated and delivered by the Indenture Trustee upon receipt of a Company Order and upon receipt by the Indenture Trustee and each Insurer, XX 00000 Attn: Compliance Department If if any, relating to the Master Portfolio: State Street Master Funds Series of Notes to be issued (and, in the case of items (c/o State Street Bank ), (d) and Trust Company X.X. Xxx 0000 Xxxxxx(e) below, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change also by the identity Co-Issuers, and in the case of items (a), (b), (c), (f) and (g), each other Insurer) on such Closing Date or Issuance Date (as applicable) of the person following items:
(a) an Officer’s Certificate of each of the Co-Issuers (A) with respect to receive notice by providing written notice thereof (1) the due authorization, execution and delivery of each of the Transaction Documents and any other related transaction documents to all other parties to which either is a party and (2) the Agreement.
6.2 Unless stated otherwise hereinexecution, all costs authentication and expenses associated with this Agreement delivery of the relevant Notes and related Series Supplement and (B) certifying that (1) the attached copy of the resolutions of the Board of Managers or Board of Directors, as applicable, of each of the Co-Issuers authorizing the Transaction Documents and the transactions contemplated hereby shall be paid by the party incurring issuance of such costs Notes is a true and expenses.
6.3 The headings complete copy thereof, (2) such resolutions have not been rescinded and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long on and as of such Issuance Date, (3) the economic or legal substance attached copy of each of the transactions contemplated hereby Co-Issuers’ limited liability company agreement or certificate of incorporation and by-laws, as applicable, is a true and complete copy thereof, (4) such limited liability company agreement or certificate of incorporation and by-laws, as applicable, has not been rescinded and is in full force and effect on and as of such Issuance Date, (5) the Authorized Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon and (6) if the Issuance Date is not affected the Closing Date, the continued accuracy on such Issuance Date (as if made with reference to such Issuance Date) of each representation made by the Co-Issuers on the Closing Date herein, in the applicable Series Supplement and in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable Transaction Document;
(b) an Opinion of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent Counsel of the parties as closely as possible Co-Issuers reasonably satisfactory in an acceptable manner form and substance to the end that the transactions contemplated hereby are fulfilled Indenture Trustee and to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenantseach Insurer, promisesif any, agreements, conditions or understandings, either oral or written, between them relating to the subject matter Series of this Agreement other than those set forth herein.
6.6 Each and all Notes to be issued, if any, to the effect that no authorization, approval or consent of any governmental body is required for the valid issuance of the provisions relevant Notes except such as may have been given and covering such other matters as the Indenture Trustee or the Insurers, if any, may reasonably request; provided that such Opinion of this Agreement Counsel shall state, among other things, the necessary events upon the occurrence of which the security interest of the Indenture Trustee in the Indenture Collateral shall be binding upon and inure a perfected security interest with respect to the benefit of the parties hereto and, except as otherwise specifically provided Indenture Collateral in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall which a Lien can be governed by and construed in accordance with perfected under the laws of the Commonwealth United States (or the applicable states), and confirm, with respect to IP Lien Filings, that the IP security agreements substantially in the form of Massachusetts Exhibit I have been executed by each Co-Issuer (as appropriate) and delivered for filing to the Servicer with the appropriate Intellectual Property registry office with copies to the Indenture Trustee; and provided, further, that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Co-Issuers, shall be deemed to be satisfactory counsel for purposes of this subclause (b);
(c) an Opinion of Counsel to the Indenture Trustee, dated such Closing Date or Issuance Date (as applicable), in form and substance reasonably satisfactory to each of the Co-Issuers and to each Insurer, if any, relating to the Series of Notes to be issued, if any;
(d) an Opinion of Counsel to the relevant Hedge Counterparty, if any, dated such Issuance Date, in form and substance reasonably satisfactory to each of the Co-Issuers and to each Insurer, if any, relating to the Series of Notes to be issued, if any;
(e) an Opinion of Counsel to each Initial Purchaser or Placement Agent, as applicable, or their representative, in form and substance satisfactory to each Initial Purchaser or Placement Agent, as applicable, or their representative, as applicable, to the effect that (1) any additional Senior Notes will be treated as debt for tax purposes (and any additional Subordinated Notes will be treated for tax purposes in the manner described in the related Offering Memorandum) and (2) the Additional Notes will not cause any Series of Senior Notes Outstanding to be treated as other than debt (and will not cause any Subordinated Notes Outstanding to be treated other than in the manner described in the related Offering Memorandum), and will not cause any Co-Issuer that is not a corporation to be treated as a corporation, for U.S. federal income tax purposes;
(f) an Officer’s Certificate of each of the Co-Issuers to the effect that (i) no Default or Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event under this Base Indenture has occurred and is continuing, or is likely to occur as a result of such proposed issuance, and all representations and warranties of the Co-Issuers in this Base Indenture and the other Transaction Documents are true and correct and will continue to be true and correct after giving effect to such issuance in all material respects (other than any such representation and warranty that, by its terms, speaks only as of the Closing Date); (ii) if any Series 2007-1 Senior Notes are Outstanding, a pro forma Three-Month DSCR for the Payment Date preceding such Issuance Date and the two immediately preceding Payment Dates, assuming the issuance of Additional Notes, together with all other Series of Notes Outstanding, on the first day of the sixth full month preceding the Payment Date immediately preceding the date of the issuance thereof, is at least 0.1 higher than the Three-Month DSCR as of the Closing Date unless otherwise agreed by the Series 2007-1 Class A Insurer; (iii) no Servicer Termination Event has occurred and is continuing, or will occur with notice or the lapse of time or both, or shall occur as a result of such proposed issuance; (iv) no Cash Trap Reserve Event has occurred and is continuing, or shall occur as a result of such proposed issuance; (v) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under Article VIII; (vi) no Change of Control without the prior written consent of each of the Insurers, if any, has occurred and is continuing, or shall occur as a result of such proposed issuance; (vii) unless otherwise agreed by the Lead Insurer with respect to each Series 2007-1 Senior Notes, the Senior ABS Leverage Ratio is at least 0.25 lower than the Senior ABS Leverage Ratio as of the Closing Date prior to and after giving effect to the choice proposed issuance; provided, that the Lead Insurer with respect to the Series 2007-1 Notes may elect to waive such condition; (viii) in the case of law Additional Notes of any existing Series to be issued, either (1) each Insurer, if any, insuring such Series has consented thereto in writing or conflicts (2) without the consent of law provisions each Insurer, if any, insuring such Series, the aggregate principal amount to be issued is not greater than the excess, if any, of the maximum authorized principal amount of such Series as set forth in the applicable Series Supplement, over the aggregate principal amount of Notes of such Series that have previously been issued (whether or not still Outstanding); (ix) all expenses with respect to the offering of such Notes or relating to actions taken in connection therewith which are required to be paid on the Closing Date or Issuance Date (as applicable) have been paid or will be paid in full from the proceeds thereof.
6.8 This Agreement may be executed ; (x) such other applicable conditions set forth in the Series Supplement for any number Series of counterparts, Notes (for so long as such Series of Notes is Outstanding) have been satisfied; and (xi) all of which shall constitute one and the same instrument, applicable conditions under this Base Indenture and any party hereto may execute this Agreement by signing one or more counterparts.Series Supplement have been satisfied;
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give (g) on any person, issuance date other than the parties hereto Initial Issuance Date, an Accountant’s Certificate (i) confirming the calculation of the Three-Month DSCR or Three-Month Adjusted DSCR for each Outstanding Series of Notes (as specified in this Base Indenture or the related Series Supplement), the Pro forma Three-Month DSCR, and their successors or assignsthe Senior ABS Leverage Ratio for the most recent Accounting Date, any rights or remedies under or (ii) after giving effect to such proposed issuance, confirming compliance with all Senior ABS Leverage Ratio conditions, as applicable and (iii) specifying the procedures undertaken by reason them in connection with the data and computations in clauses (i) and (ii); and
(h) an executed counterpart of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according each of the Transaction Documents (to the application of the rules of interpretation for arm’s length agreementsextent not previously provided).
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Base Indenture (Ihop Corp)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and The following provisions shall be deemed applicable at all times throughout the term of this Loan Agreement:
(a) The Issuer, the Bondowner Representative and the Servicer shall, at all times, be free to have been duly given establish independently to their respective satisfaction and in their respective absolute discretion the existence or made when actually received in person nonexistence of any fact or by fax, facts the existence of which is a condition of this Loan Agreement or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to any other Loan Document.
(b) The Bonds and the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank obligations and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity undertakings of the person to receive notice Issuer hereunder do not constitute a general obligation of the Issuer or the State or any political subdivision thereof, and recourse on the Bonds and on the instruments and documents executed and delivered by providing written notice thereof to all other parties to or on behalf of the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated Issuer in connection with this Agreement and the transactions contemplated hereby may be had only against certain moneys due and to become due under the Loan Documents (and not against any moneys due or to become due to the Issuer pursuant to the Reserved Rights). No recourse shall be paid had for the payment of the principal of or interest on the Bonds, or for any claim based thereon or on this Loan Agreement or any other Loan Document, any Issuer Document or any instrument or document executed and delivered by or on behalf of the party incurring such costs and expenses.
6.3 The headings and captions contained Issuer in this Agreement are for reference purposes only and shall not affect in connection with the transactions contemplated hereby, against the Issuer or any way the meaning or interpretation of this Agreement.
6.4 If any term member, officer, employee or other provision elected or appointed official, past, present or future, of this Agreement is invalidthe Issuer or any successor body, illegal as such, either directly or incapable of being enforced by through the Issuer or any such successor body, under any constitutional provision, statute or rule of law, or public policy, by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise and all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance such liability of the transactions contemplated Issuer or any such incorporation, member, officer, director, employee, any other elected or appointed official or trustee as such is hereby is not affected expressly waived and released as a condition of and consideration for the adoption of the resolution authorizing the execution of the Issuer Documents and issuance of the Bonds and the delivery of other documents in any manner adverse to any partyconnection herewith. Upon such determination that any term No member, officer, employee or other provision is invalidelected or appointed official past, illegal present or incapable future, of being enforcedthe Issuer or any successor body shall be personally liable on the Issuer Documents, the parties hereto Bonds or any other documents in connection herewith, nor shall negotiate in good faith to modify this Agreement so as to effect the original intent issuance of the parties Bonds be considered as closely as possible misfeasance or malfeasance in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement office. The Bonds and the agreements undertakings of the Issuer under the Issuer Documents do not constitute a pledge of the general credit or taxing power of the Issuer, the State, or any political subdivision thereof, do not evidence and other documents delivered pursuant hereto set forth shall never constitute a debt of the entire understanding between the parties concerning the subject matter of this Agreement and incorporate State or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement any political subdivision thereof (other than those set forth herein.
6.6 Each the Issuer), and all shall never constitute nor give rise to a pecuniary liability of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement State or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions political subdivision thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this AgreementIssuer.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Bond Issuance and Pledge Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity Offering, except for those specific provisions of the person to receive notice by providing written notice thereof to all other parties Engagement Letter between the Company and the Representative, dated as of February 16, 2024 (the “Engagement Letter”) that are not related to the Agreement.
6.2 Unless stated otherwise hereinOffering, all costs and expenses associated with this Agreement and the transactions contemplated hereby each of which provisions shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as for the economic or legal substance term of the transactions contemplated hereby is not affected in any manner adverse to any partyEngagement Letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Bxx Xxxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the Trust personally, but shall bind only the trust property date first above written. Underwriters listed on Schedule A hereto By: Name: Bxxx Xxxxxx Title: Chairman & CEO Number of the Trust, as provided in its Declaration Offered Securities: [*] Ordinary Shares Number of TrustOption Shares: [*] Public Offering Price per one Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per one Share: $[*] Underwriting Discount per Option Share: $[*] Proceeds to Company per one Share (before expenses): $[*]
1. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.Bun Kwai
2. Pxx Xxx (Pxxxxxx) Au
3. Cxxx San Lxxxx
4. Kxx Xxxx (Jxxxxx) Xxx
5. Wxxx Xxxx (Kxxxx) Lxx
6. Axxxxxx Xxxx
7. Yxx Xxx (Ixxxxx) Cxxxxx
8. Fortune Wings Ventures Limited
9. Lasting Success Holdings Limited
10. MSB Global Capital Corp
11. Kxxx Xxxx Cxxxx Xxx
12. Grade A Global Limited 13. Witty Time Holdings Limited
14. ManyMany Creations Limited
Appears in 1 contract
General Provisions. 6.1 All notices (a) The Tenant shall, at its sole cost and other communications given expense, carry or made pursuant hereto shall cause to be carried the insurance coverages set forth in writing and this Article on each Individual Property. Copies of certificates evidencing such coverages shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If delivered to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Landlord and the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the AgreementAgent.
6.2 Unless stated otherwise herein(b) The Tenant expressly understands and agrees that any insurance protection required by this Lease shall in no way limit the Tenant's obligations assumed under this Lease, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect be construed to relieve the Tenant from liability with respect to the deductible and/or self retention provisions which may be contained therein and which may be applicable to any claim or loss for which insurance is provided, nor from any other liability in excess of such coverage, nor shall it preclude the Landlord or the Agent from taking such other actions as are available to it under any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement Lease or otherwise in law.
(c) All insurance provided for in this Lease shall nevertheless remain be effected under valid and enforceable policies, in such forms and, from time to time after the Commencement Date, issued by financially sound and responsible insurance companies authorized to do business in the Applicable State which have been approved by the Landlord and the Agent (which approvals shall not be unreasonably withheld provided such companies have a Best policyholder rating of not less than A- and a Best financial size rating of not less than VII). At least 10 days before each Individual Commencement Date, and thereafter not less than 15 days prior to the expiration dates of the policies theretofore furnished pursuant to this Article, originals of the policies (or certificates of the insurers in form reasonably satisfactory to the Landlord) for each Individual Property, accompanied by evidence satisfactory to the Landlord and the Agent of payment of the first installment of the premiums, shall be delivered by the Tenant to the Landlord, it being understood that such insurance may be provided under blanket policies maintained by the Tenant, in which event the Tenant shall provide evidence that (x) such policy is in full force and effect effect, (y) the Tenant has paid all amounts then due thereunder and (z) the Improvements are included as insurance property under the terms of such policy.
(d) The Tenant, the Landlord and the Agent will review every two years the amounts of coverage provided taking into account all material facts including inflation and the full insurable value of the Improvements. The Landlord or the Agent may require additional amounts of coverage provided such additional amounts are consistent with the amounts of insurance customarily provided by owners or tenants of similar properties.
(e) All policies of insurance provided for or contemplated by this Article shall name the Landlord and the Tenant and, for so long as the economic Letters of Credit, or legal substance any of the transactions contemplated hereby is not affected in them, or any manner adverse to any party. Upon such determination that any term or other provision is invalidObligations, illegal or incapable of being enforcedshall be outstanding, the parties hereto shall negotiate Agent as the insured, additional insured or loss payee, as their respective interests may appear.
(f) All policies of insurance provided for in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled Article shall, to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate reasonably obtainable, contain clauses or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating endorsements to the subject matter effect that:
(i) No act of this Agreement other than those set forth herein.
6.6 Each and all negligence of the provisions Tenant, or anyone acting for the Tenant, or of this Agreement shall be binding upon and inure to the benefit any space tenant which might otherwise result in a forfeiture of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement such insurance or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” part thereof shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number way affect the validity or enforceability of counterparts, all of which shall constitute one and such insurance insofar as the same instrument, and any party hereto may execute this Agreement by signing one Landlord or more counterparts.the Agent is concerned; and
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (aii) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder Such policies shall not be binding changed or canceled without at least 30 days' notice (10 days' notice for nonpayment) to the Landlord and the Agent; and
(iii) The Landlord shall not be liable for any premiums thereon or subject to any assessments thereunder.
(g) The Tenant shall not carry separate or additional insurance, concurrent in form or contributing in the event of any loss with any insurance required to be maintained by the Tenant under this Lease, unless such separate or additional insurance shall comply with and conform to all the provisions and conditions of this Article 22 and the Landlord and the Agent consent in writing to such separate additional or concurrent insurance, which consent shall not be unreasonably withheld. The Tenant shall promptly give notice to the Landlord and the Agent of such separate or additional insurance and shall promptly deliver to the Landlord and the Agent a certificate of insurance in form reasonably satisfactory to each of them.
(h) In respect of any real, personal or other property located in, at or upon any the Leased Property, and in respect of the interest holdersLeased Property, Trusteesthe Tenant hereby releases the Landlord and the Agent and the LC Lenders from any and all liability or responsibility to the Tenant or anyone claiming by, officersthrough or under the Tenant, employees by way of subrogation or agents otherwise, for any loss or damage caused by fire or any other casualty whether or not such fire or other casualty shall have been caused by the fault or negligence of the Trust personallyLandlord, but shall bind only the trust property of Trustee or anyone for whom the Trust, as provided in its Declaration of TrustLandlord or the Trustee may be responsible. The execution and delivery of this Agreement have been authorized by Tenant shall require its insurance carriers to include in the Trustees of Tenant's policies a clause or endorsement, if reasonably obtainable, whereby the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Tenant shall be deemed permitted to have been made by any of them individually or release other persons without invalidating the insurance, or, if not obtainable, the Tenant shall cause the Landlord and the Trustee to impose any liability on any of them personally, but shall bind only the trust property of the Trust be named as provided in its Declaration of Trustinsureds under such policies.
Appears in 1 contract
Samples: Master Lease (Carmike Cinemas Inc)
General Provisions. 6.1 All notices 23.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representation or promise with respect to the Premises or the Building except as expressly set forth herein, and other communications given or made pursuant hereto shall to no right is being acquired by Tenant except as expressly set forth herein. This Lease contains the entire agreement of the parties and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties and discussions between the parties. This Lease may be changed in writing and any manner only by an instrument signed by both parties.
23.2 Nothing contained herein shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed construed as follows: If to creating a relationship between the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank parties other than that of landlord and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreementtenant.
6.2 Unless stated otherwise herein, all costs and expenses associated 23.3 Each party warrants that in connection with this Agreement and Lease it has not employed or dealt with any broker, agent or finder other than the transactions contemplated hereby shall be paid by the party incurring such costs and expensesBroker(s).
6.3 The headings 23.4 From time to time upon five (5) days’ prior written notice, Tenant and captions contained in each subtenant and assignee of Tenant shall execute, acknowledge and deliver to Landlord and its designees a written statement certifying: (a) that this Agreement are for reference purposes only Lease is unmodified and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect (or that this Lease is in full force and effect as modified and stating the modifications); (b) the dates to which rent and any other charges have been paid; (c) that Landlord is not in default in the performance of any obligation (or specifying the nature of any default); (d) the address to which notices are to be sent; (e) that this Lease is subordinate to the Mortgage; (f) that Tenant has accepted the Premises and all work therefor has been completed (or specifying the incomplete work); and (g) such other matters as Landlord may request. Any such statement may be relied upon by any owner of the Building or the Land, any prospective purchaser of the Building or the Land, any holder or prospective holder of a Mortgage or any other person or entity. Time is of the essence to the delivery of such statements. Tenant’s failure to deliver timely such statements may cause substantial damages resulting from, for example, delays in obtaining financing secured by the Building. If any such statement is not delivered timely by Tenant, then all matters contained in such statement shall be deemed true.
23.5 LANDLORD, TENANT, GUARANTORS AND GENERAL PARTNERS WAIVE TRIAL BY JURY IN ANY ACTION, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE LANDLORD-TENANT RELATIONSHIP, TENANT’S USE OR OCCUPANCY OF THE PREMISES OR ANY CLAIM OF INJURY OR DAMAGE. Tenant, Guarantors and General Partners consent to service of process relating to any such action at the Premises; provided, however, that nothing herein shall be construed as requiring such service at the Premises. Landlord, Tenant, all Guarantors and all General Partners waive any objection to the venue of any action filed in any court situated in the jurisdiction in which the Building is located and waive any right under the doctrine of forum non conveniens or otherwise to transfer any such action to any other court.
23.6 Any notice or other required communication shall be in writing and deemed duly given when delivered in person (with receipt therefor) or sent (postage prepaid, return receipt requested) by Federal Express, other overnight courier, or certified mail, to the following addresses: (a) if to Landlord, at the Landlord Address for Notices; or (b) if to Tenant, at the Tenant Address for Notices. A party may change its address for the receiving of notices by notice given in accordance with this Section. If Landlord or the holder of any Mortgage notifies Tenant that a copy of each notice to Landlord shall be sent to such holder at a specified address, then Tenant shall give (in the manner specified in this Section and at the same time such notice is given to Landlord) a copy of each such notice to such holder, and no such notice shall be considered duly given unless such copy is so long given to such holder. If Tenant claims that Landlord has breached any obligation, then Tenant shall give such holder notice specifying the breach and permit such holder a reasonable opportunity (not less than sixty (60) days) to cure the breach. Such holder’s curing of Landlord’s default shall be deemed performance by Landlord.
23.7 Each provision shall be valid and enforceable to the fullest extent permitted by law. If any provision or its application to any person or circumstance shall be invalid or unenforceable to any extent (e.g., an interest rate is usurious), then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar thereto (e.g., the highest non-usurious interest rate) and the remainder of this Lease and the application of such provision to other persons or circumstances shall not be affected.
23.8 Headings are used for convenience and shall not be considered in construing this Lease. Gender appropriate pronouns and plural or singular forms shall be substituted as the economic or legal substance context may require. This Lease may be executed in multiple counterparts, each of the transactions contemplated hereby which is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the deemed an original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of which constitute one and the provisions of this Agreement same document.
23.9 This Lease shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective each party and its successors and assigns. Notwithstanding , subject to the foregoing, no party shall make any provisions restricting assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actsubletting.
6.7 23.10 Tenant shall permit Landlord, Mortgagee and their designees to enter the Premises, without rent abatement, to inspect and exhibit the Premises and make such alterations and repairs as Landlord deems necessary.
23.11 This Agreement Lease shall be governed by and construed in accordance with the laws of the Commonwealth State of Massachusetts without giving effect Maryland.
23.12 The submission to Tenant of correspondence or an unsigned copy of this document shall not constitute an offer or option to lease. This Lease shall become effective only upon execution and delivery by both parties.
23.13 Time is of the essence with respect to each obligation of Tenant.
23.14 Landlord reserves the right to make changes to the choice Building’s plans and specifications, provided such changes do not alter the Building’s character.
23.15 All amounts payable by Tenant shall be paid to Landlord by check (subject to collection) drawn upon a local clearinghouse bank and delivered to the address to which notices to Landlord are to be given or to such other party or such other address as Landlord may designate in writing. Except as otherwise specified, any amount owed by Tenant to Landlord, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable, shall be considered additional rent payable pursuant to this Lease and paid by Tenant within ten (10) days after the date Landlord notifies Tenant of law or conflicts of law provisions the amount thereof.
6.8 This Agreement may be executed in any number 23.16 Tenant’s liabilities existing as of counterparts, all the expiration or earlier termination of which the Lease Term shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one survive such expiration or more counterpartstermination.
6.9 Nothing herein expressed or implied is intended or shall be construed 23.17 Landlord reserves the right to confer upon or give any person, other than change the parties hereto location and their successors or assigns, any rights or remedies under or by reason configuration of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according the Premises subject to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that following: (a) State Street if Tenant has entered into this Agreement solely on behalf occupied the Premises, then Landlord shall provide Tenant thirty (30) days’ advance written notice of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of date Tenant must vacate the Feeder Fund arising hereunderPremises; (b) Landlord shall provide Tenant with substitute space of similar nature and size elsewhere in the Trust has entered into this Agreement solely on behalf of Building (the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder“Substitute Premises”); and (c) no series or feeder participant Landlord shall at Landlord’s expense (1) remove Tenant’s equipment and furniture from the Premises and reinstall them in the Substitute Premises, and (2) redecorate the Substitute Premises in a manner substantially similar to the manner in which the Premises were decorated. Within five (5) days after Landlord submits an amendment of this Lease indicating the location and configuration of the Master Portfolio Substitute Premises and reasonable revisions (if necessary) to the schedule specified in Exhibit B, Tenant shall execute such amendment.
23.18 If Landlord or Tenant is delayed or prevented from performing any obligation due to fire, act of God, governmental act or failure to act, labor dispute, inability to procure materials or any cause beyond Landlord’s or Tenant’s, reasonable control (whether similar or dissimilar to the foregoing), then the time for performance shall be liable excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention. The foregoing notwithstanding, this Section shall not excuse any late payment or extend the Lease Term.
23.19 Landlord’s review, approval and consent powers (including the right to review plans and specifications) are for its benefit only. Such review, approval or consent (or conditions imposed in connection therewith) shall be deemed not to constitute a representation concerning legality, safety or any other series matter. Tenant waives any right to damages based upon Landlord’s actually or feeder participant of the Master Portfolioallegedly wrongfully withholding or delaying any approval or consent. Tenant’s sole remedy therefor shall be a proceeding for specific performance, injunction or declaratory judgment.
6.13 It 23.20 From time to time upon five (5) days’ prior written notice, Tenant shall submit such information regarding the financial condition of Tenant, each Guarantor and each General Partner as Landlord may request. Tenant warrants that all such information heretofore or hereafter submitted is expressly acknowledged and agreed that the obligations shall be correct and complete.
23.21 Deletion of the Trust hereunder any printed, typed or other portion of this Lease or prior draft hereof shall not evidence an intention to contradict such deleted portion. Such deleted portion shall be deemed not to have been inserted in this Lease. Interpretation of this Lease shall not be binding upon affected by any claim that this Lease has been prepared by either party.
23.22 The person executing on Tenant’s behalf warrants due authorization to so act.
23.23 Landlord shall provide Tenant with an amount equal to five dollars ($5.00) per rentable square foot in the Premises to pay for reasonable actual out-of-pocket costs incurred by Tenant to relocate its business to the Premises (the “Relocation Allowance”). Within thirty (30) days after the written request of Tenant, Landlord shall reimburse Tenant for such expenses incurred by Tenant to the extent of the interest holdersRelocation Allowance, Trustees, officers, employees or agents provided: (i) such request is accompanied by a copy of the Trust personallyinvoice for such expenses; (ii) copies of all contracts, but bills, vouchers, and other information relating to the expenses for which reimbursement is being sought as may be reasonably requested by Landlord shall bind only be made available to Landlord by Tenant; and (iii) the trust property work and materials for which payment is requested have been physically incorporated into or are located in the Premises, free of any security interest, lien or encumbrance. Notwithstanding anything above to the contrary, Landlord shall not be required to reimburse Tenant for any invoice received later than the date which is six (6) months following the Lease Commencement Date.
23.24 Tenant warrants that (a) Tenant has delivered to Landlord a complete copy of Tenant’s lease at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx, comprised of the TrustLease dated November 27, 2002 between Montrose Office Park LLC, as provided landlord, and Parsons, Brinckerhoff, Xxxxx & Xxxxxxx, Inc. (“PBQD”), as tenant, which lease was assumed Tenant (the “Tower Lease”), (b) Tenant is in compliance with its Declaration obligations under the Tower Lease, (c) the lease expiration date of Trustthe Tower Lease is Xxxxx 00, 0000, (x) Tenant has not assigned the Tower Lease nor subleased all or any portion of the Tower Space (as defined below) and (e) Tenant has not exercised any rights granted in the Tower Lease to extend the term of the Tower Lease or expand the premises subject to the Tower Lease. The Tenant shall vacate the space leased by Tenant containing approximately 29,391 square feet of rentable area pursuant to the Tower Lease (the “Tower Space”) upon the Lease Commencement Date set forth in Section 3.2 above. Landlord grants Tenant a rent abatement of the rent due under this Lease in amounts equal to Tenant’s rental obligations (the “Tower Rent”) (including Base Rent and Additional Rent for increases in Tax Costs and Operating Expenses) under the Tower Lease with respect to the period from and after the date (the “Tower Transfer Date”) which is the later of (x) the Lease Commencement Date hereunder or (y) the date Tenant has fully vacated the Tower Space. Anything in this Section to the contrary notwithstanding, Tenant shall remain responsible for liabilities to the Tower Lease landlord due to any breach (or any act or failure to act that would be a breach if the Tower Transfer Date were the last day of the term of the Tower Lease, e.g., any obligation to remove signage or telecommunication equipment, to deliver the space in the condition required by the terms of the Tower Lease, ,etc.) of the Tower Lease caused by any act or omission of Tenant with respect to the Tower Lease prior to the Tower Transfer Date. Tenant shall give Landlord ten (10) days prior written notice of the amount of rent abatement to which Tenant claims Tenant is entitled. Without Landlord’s prior written consent, Tenant shall not: make any alteration to or sublease the Tower Space; amend or assign the Tower Lease; or exercise any right or option under the Tower Lease.
23.25 Landlord and Tenant acknowledge that the Guaranty executed by the Guarantor may not be delivered simultaneously with the execution and delivery of this Agreement have been authorized Lease by Tenant. Tenant covenants and agrees that the Guaranty in the form attached hereto shall be fully executed and delivered to Landlord by the Trustees Guarantor no later than no later than August 29, 2008. In the event that the Guaranty is not delivered to Landlord in accordance with the terms of this Section 23.25, Tenant shall be in default under the terms of this Lease and Landlord, with no further notice of default to Tenant or Guarantor being required, shall have all of the Trust rights and remedies granted to Landlord in this Agreement will be signed by an officer of the Trust, acting as such, Lease and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually available at law or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustequity.
Appears in 1 contract
Samples: Lease (Telvent Git S A)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and that payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other party person shall acquire or have any obligation hereunder right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. By: Name: Xxxx Xxxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written. By: Name: Xxx Xxxxxxxxxxx Title: Supervisory Principal XX Xxxxxx, LLC [●] Number of Firm Shares: [●] Ordinary Shares Number of Additional Shares: [●] Ordinary Shares Public Offering Price per one Share: $[●] Underwriting Discount per one Share: (i) $[●] per share Proceeds to Company per one Share (before expenses): (i) $[●] per share Xxxxxxx Xxx(1) 1,077,600 Xxxx Xxxx(2) 10,516,801 Xxxxxx Xxxxx 0 Xxxx Xxxxx 0 Danning Wang 0 Kongfei Hu 0 Superego Pulse Limited(2) 10,516,801 Columbus Information Consulting L.P. (2) 2,114,400 Brilliance Link Limited 1,197,601 EvolutionUp Limited(1) 1,077,600 Snail Forward Limited 1,055,999 Beyond the Scope Limited 648,000 Ai Xxxxx Xxxx Holdings Limited 1,000,000
(1) EvolutionUp Limited, a company formed under the laws of the British Virgin Islands, of which Xxxxxxx Xxx is the sole shareholder and director, holds 1,077,600 ordinary shares. Xxxxxxx Xxx is deemed the beneficial owner of the 1,077,600 ordinary shares held by EvolutionUp Limited.
(2) Superego Pulse Limited, a company formed under the laws of the British Virgin Islands, of which Xxxx Xxxx is the sole shareholder and director, holds 8,402,401 ordinary shares. In addition, Superego Pulse Limited is the general partner of Columbus Information consulting L.P., a limited partnership established under the laws of the British Virgin Islands and a stock incentive platform for the Company’s employees. Xxxx Xxxx is deemed the beneficial owner of the 8,402,401 ordinary shares held by Superego Pulse Limited and the 2,114,400 ordinary shares held by Columbus Information consulting L.P. Beijing Lianghua Technology Co Ltd Suzhou Lianghua Digital Technology Co., Limited Suzhou Youjiayoubao Technology Co., Limited Youjiayoubao Beijing Technology Co., Ltd. Jiangsu Jingmo Technology Co., Ltd. Xxxxxxx Xxxxxxxxxxx Technology Co., Ltd. Jiangsu Youjiayouche Technology Co., Ltd. Rudongyoujia Smart Technology Co., Ltd. Zhejiang JZSC Enterprise Management Co., Ltd. Zhejiang JZSC Technology Co., Ltd. 000 Xxxxxxx Xxxxxx, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to XX Xxxxxx, LLC, acting as the representative (the “Representative”) to the several underwriters (the “Underwriters”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between U-BX Technology Ltd., a Cayman Islands exempted holding company (the “Company”), and the Underwriters, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriters to continue their efforts in connection with the Offering, and in light of the benefits that the offering of the Ordinary Shares will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 12 months after the closing of the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) file or cause to be filed any liability registration statement with the Commission relating to the offering of any shares of the Feeder Fund arising hereunderCompany or any securities convertible into or exercisable or exchangeable for shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank (iv) enter into any swap, hedge or similar agreement or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital shares of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of the Company or such other securities, in cash or otherwise; or (v) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Trust has entered Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;
(5) [Intentionally omitted]
(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement solely Agreement;
(7) the Offering;
(8) transfers consented to, in writing by the Representative;
(9) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transfer; provided however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to the Representative, acting on behalf of the Master Portfolio and that no other series of Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery form of this Agreement have been authorized (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the Trustees immediate family of the Trust undersigned and this Agreement will be signed by an officer not to the immediate family of the Trust, acting as such, transferee) and neither such authorization by such Trustees nor such execution otherwise satisfactory in form and delivery by such officer shall be deemed substance to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of TrustRepresentative.
Appears in 1 contract
General Provisions. 6.1 All notices (a) The Company shall at all time during the term of the Non-Statutory Options reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement in respect of vested Option Shares, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall use its best efforts to comply with all laws and regulations that, in the reasonable opinion of counsel for the Company, are applicable thereto.
(b) Any notice to be given hereunder by either party to the other communications given or made pursuant hereto shall to be in writing and shall be deemed to have been duly given or made when actually received in person or either by faxpersonal delivery, telecopied with confirmed receipt, or three days after being sent by certified certified, registered or registered United States express mail, postage pre-paid, or sent by a national next-day delivery service, postage pre-paid, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxCompany, Xxxxx 00 Xxxxxxat its headquarters, XX 00000 Attn: Compliance Department If attention Vice President-Administration, or the Optionee, at such address as the Company has on record, or such address as the Optionee provides to the Master Portfolio: State Street Master Funds c/o State Street Bank Company in writing, and Trust Company X.X. Xxx 0000 Xxxxxxshall be deemed given when so delivered personally, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change or telecopied, or if mailed, two (2) days after the identity date of mailing, or if by national next-day delivery service, on the person to receive notice by providing written notice thereof to all other parties to the Agreementdate after delivery.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 (c) The headings and other captions contained in this Agreement are for convenience of reference purposes only and shall not affect be used in interpreting, construing or enforcing any way of the meaning or interpretation provisions of this Agreement.
6.4 If (d) No change or modification of this Agreement shall be valid unless the same is in writing and signed by the Company and the Optionee.
(e) No waiver of any term or other provision of this Agreement shall be valid unless in writing and signed by the person against whom it is invalidsought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, illegal promise, agreement or incapable of being enforced by any rule of law, understanding set forth herein shall not be construed as a waiver or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance relinquishment of the transactions contemplated hereby is not affected in any manner adverse right to any party. Upon such determination that any term insist upon strict performance of the same or other provision is invalidcondition, illegal promise, agreement or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possibleunderstanding at a future time.
6.5 (f) This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto. Nothing in this Agreement is intended, and it shall not be construed, to give any person or entity other than the parties hereto andany right, except as otherwise specifically provided remedy or claim under or in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment respect of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actprovisions hereof.
6.7 (g) This Agreement and all rights hereunder shall be governed by by, and construed and interpreted in accordance with with, the laws of the Commonwealth State of Massachusetts without giving effect Delaware applicable to contracts made and to be performed entirely within that State. In the event of any conflict between this Agreement and the Plan, the provisions of the Plan shall govern.
(h) This Agreement and the Plan set forth all of the agreements, warranties and representations among the parties hereto and thereto with respect to the choice of law Non-Statutory Options, and there are no other promises, agreements, conditions, understandings, representations or conflicts of law provisions thereofwarranties, oral or written, express or implied, among them with respect to the Non-Statutory Options other than as set forth herein and therein. Any and all prior agreements with respect to the Non-Statutory Options are hereby revoked.
6.8 (i) This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute be deemed to be one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Intek Global Corp)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change the identity of the person to receive notice by providing and supersedes all prior written notice thereof to or oral and all other parties contemporaneous oral agreements, understandings and negotiations with respect to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any partyOffering. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Lxx Xx Title: Chairman of the Trust personallyBoard, but shall bind only Chief Executive Officer, President, Secretary, Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the trust property Underwriters as of the Trustdate first above written. Underwriters listed on Schedule A hereto By: Name: Title: Prime Executions, as provided in its Declaration Inc. dba Freedom Capital Markets [●] [__] [●] Number of TrustFirm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to Company per one Share (before expenses): $ Lxx Xx Dxxxx X. Xxxxxxxxxx Kxxxxx X. Xxxx Bxxxxxx X. Lxxxxxx Xxxxxxx Jxxxx Xxxxxxxx XX Sxxxx Xxxxxx Name of Subsidiary Jurisdiction of Incorporation or Organization Northann Building Solutions LLC. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the TrustDelaware Benchwich Construction Products Co., acting as suchLimited Hong Kong Northann (Changzhou) Construction Products Co., and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personallyLtd. PRC Northann Distribution Center Inc California Dotfloor, but shall bind only the trust property of the Trust as provided in its Declaration of TrustInc. California Crazy Industry (Changzhou) Industry Technology Co., Ltd. PRC Changzhou Rxxxxxx International Trading Co., Ltd. PRC Changzhou Marco Merit International Trading Co., Ltd. PRC EXHIBIT A THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN PRIME EXECUTIONS, INC. DBA FREEDOM CAPITAL MARKETS, OR BONA FIDE OFFICERS OR PARTNERS OF PRIME EXECUTIONS, INC. DBA FREEDOM CAPITAL MARKETS, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).
Appears in 1 contract
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and 11.01 There shall be deemed to have been duly given no right of setoff or made when actually received counterclaim in person respect of any claim, debt or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If obligation against any payments to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx XxxxxxExecutive, Xxxxx 00 Xxxxxxhis dependents, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxxbeneficiaries or estate, XX 00000 Attn: Xxxxx Xxxxx Either party to provided for in this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement 11.02 The Company and the transactions contemplated hereby shall be paid Executive recognize that each party will have no adequate remedy at law for breach by the party incurring such costs and expenses.
6.3 The headings and captions other of any of the agreements contained in this Agreement are for reference purposes only and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of such agreements.
11.03 No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not affect preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate.
(a) No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale,, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any way claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the meaning immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.
(b) Except as herein provided, the Executive shall not have any present right, title, or interpretation of interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of . Nothing contained in this Agreement shall nevertheless remain in full force and effect so long as the economic create or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon create a trust of any kind, or give any person, other than a fiduciary relationship between the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series Executive or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolioperson.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
General Provisions. 6.1 All notices (a) This Agreement will be governed by, and other communications given or made pursuant hereto shall to construed under and in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to accordance with the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity internal laws of the person State of Maryland without reference to receive notice by providing written notice thereof rules relating to all other parties to the Agreementconflicts of laws.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 (b) This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in and their successors and permitted assigns. This Agreement is personal to you and you hereby acknowledge and agree that you may not assign your rights under this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 (c) This Agreement shall be governed by and construed in accordance constitute the sole agreement between the parties hereto with the laws of the Commonwealth of Massachusetts without giving effect respect to the choice of law subject matter hereof and shall supersede any and all prior agreements or conflicts of law provisions thereofunderstandings relating to the subject matter hereof. No change or amendment to this Agreement shall be binding unless in writing and signed by both parties.
6.8 (d) This Agreement may be executed in any number two or more counterparts (including via facsimile or PDF), each of counterpartswhich shall be deemed an original, but all of which together shall constitute one and the same instrument.
(e) The headings in this Agreement are for reference only, and any party hereto may execute this Agreement by signing one shall not affect the meaning or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason interpretation of this Agreement.
6.10 Any uncertainty (f) In the event that any provision of this Agreement shall be declared to be invalid, illegal or ambiguity existing herein unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not presumptively in any way be interpreted against affected or impaired thereby, unless such action would substantially impair the benefits to any partyparty of the remaining provisions of this Agreement.
(g) Although the Company does not guarantee the tax treatment of any payments or grants of restricted shares under this Agreement, but the intent of the parties is that payments and grants of restricted shares under this Agreement be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted according to be in compliance therewith. In no event whatsoever shall the application Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A. Any taxable reimbursement of costs and expenses by the Company provided for under this Agreement shall be made in accordance with the Company’s applicable policy and this Agreement but in no event later than December 31 of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf that provides for reimbursement of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; expenses or in-kind benefits, except as permitted by Code Section 409A, (bi) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect right to any liability of the Trust arising hereunder; reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (cii) no series the amount of expenses eligible for reimbursement, or feeder participant of in-kind benefits, provided during any taxable year shall not affect the Master Portfolio shall expenses eligible for reimbursement, or in-kind benefits to be liable to provided, in any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed taxable year, provided that the obligations of the Trust hereunder foregoing clause (ii) shall not be binding upon violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the interest holdersCode solely because such expenses are subject to a limit related to the period the arrangement is in effect. Whenever a payment under this Agreement may be paid within a specified period, Trustees, officers, employees or agents the actual date of payment within the specified period shall be within the sole discretion of the Trust personallyCompany. With regard to any installment payments provided for under this Agreement, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. If this letter accurately reflects your understanding as to have been made the terms relating to the compensation that you may be entitled to receive in connection with your service as a non-executive director on the Board, please sign and date one copy of this letter and return the same to me for the Company’s records. REUNION HOSPITALITY TRUST, INC. By: Name: Title: ACCEPTED AND AGREED:. [Name] Dated: THIS RESTRICTED SHARE AGREEMENT (this “Agreement”), is made, effective as of __________, 20____ (the “Grant Date”), by any of them individually or to impose any liability on any of them personallyand between Reunion Hospitality Trust, but shall bind only Inc. (the trust property of “Company”) and ___________ (the Trust as provided in its Declaration of Trust“Participant”).
Appears in 1 contract
Samples: Director Compensation Agreement (Reunion Hospitality Trust, Inc.)
General Provisions. 6.1 All notices and other communications given XXIV.1 This Lease may not be altered or made pursuant hereto shall to amended, except by an instrument in writing signed by both Landlord and Xxxxxx. Tenant agrees that it shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party execute such further amendments to this Agreement Lease as may change be reasonably requested by any future holder of a first mortgage on the identity Leased Premises, provided such amendments do not materially and adversely affect the interest of the person to receive notice by providing written notice thereof to all other parties to the AgreementTenant hereunder.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 XXIV.2 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement Lease shall be binding upon and inure to the benefit of the parties hereto andsuccessors and assigns of Landlord, except as otherwise specifically provided in this Agreementand to the extent assignment may be approved by Landlord hereunder, their respective Xxxxxx’s successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 XXIV.3 The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other.
XXIV.4 This Agreement Lease shall be governed by governed, construed and construed enforced in accordance with the laws of the Commonwealth State of Massachusetts without giving effect Tennessee.
XXIV.5 This Lease, including the Exhibits attached hereto, contains and embodies the entire agreement of the parties hereto with respect to the choice subject matter hereof and supersedes all prior agreements, negotiations, letters of law intent, proposals, representations, warranties, understandings and discussions between the parties hereto with respect to the subject matter hereof. Any representation inducement, warranty, understanding or conflicts agreement that is not contained in this Lease shall not be of law provisions thereofany force or effect.
6.8 XXIV.6 Any payment or notice required or permitted hereunder shall be deemed to have been duly made or given when personally delivered or received via the United States mail, or express mailed with a widely recognized, reputable overnight carrier, postage prepaid, and addressed to Landlord at the address specified in the preamble, and to Tenant at the address specified in the preamble until the commencement of the Lease Term and thereafter at the address of the Building, or to such other address as either party may have previously furnished in writing to the other party.
XXIV.7 Nothing contained in this Lease shall be construed as creating a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between the parties hereto other than that of landlord and tenant.
XXIV.8 Time is of the essence with respect to each of Tenant’s obligations under this Lease.
XXIV.9 This Agreement Lease may be executed in any number of multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterpartsdocument.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder XXIV.10 This Lease shall not be binding recorded except upon any the request of Landlord or Tenant, whereupon Landlord and Tenant shall execute, in recordable form, a short form memorandum of this Lease. Such memorandum may be recorded at the expense of the interest holdersparty
XXIV.11 The provisions of this Lease are severable, Trusteessuch that the invalidity, officersillegality or unenforceability of a provision shall not affect the validity, employees legality or agents enforceability of the Trust personallyremaining provisions. Should any provision be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be amended immediately by Landlord and Tenant in such a manner to make it valid, legal and enforceable, but keeping it as close to its original meaning as possible.
XXIV.12 This Lease may be delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format data file and the signature thereon shall bind only the trust property create a valid and binding obligation of the Trust, party executing (or on whose behalf such signature is executed) with the same force and effect as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by if such facsimile or “.pdf’ signature page were an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trustoriginal thereof.
Appears in 1 contract
Samples: Lease Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to This Agreement constitutes the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to entire agreement of the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party parties to this Agreement may change and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the identity Offering, except for those specific provisions of the person to receive notice by providing written notice thereof to all other parties Engagement Letter between the Company and the Representative, dated as of May 13, 2021 (the “Engagement Letter”) that are not related to the Agreement.
6.2 Unless stated otherwise hereinOffering, all costs and expenses associated with this Agreement and the transactions contemplated hereby each of which provisions shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as for the economic or legal substance term of the transactions contemplated hereby is not affected in any manner adverse to any partyEngagement Letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of two or more counterparts, all each one of which shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and any no condition herein (express or implied) may be waived unless waived in writing by each party hereto may execute whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and their successors or assignscontribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any rights preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or remedies under made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according statement as to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustresults thereof, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely made by or on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Underwriters, the officers or employees of the Feeder Fund arising hereunder; Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (bii) acceptance of the Trust has entered into Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely on behalf for the benefit of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the interest holdersOffered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, Trusteeskindly sign and return to the Company the enclosed copies hereof, officerswhereupon this instrument, employees or agents along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xx Xx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the Trust personallydate first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: CEO Univest Securities, but shall bind only the trust property LLC Number of the Trust, as provided in its Declaration Firm Shares: 6,250,000 Number of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be Additional Shares: 937,500 Public Offering Price per one Share: Underwriting Discount per one Share: Proceeds to Company per one Share (before expenses): * Xx Xx is deemed to have been made beneficially own 9,000,000 Class B Ordinary Shares through Silver Sky Investment Limited, a British Virgin Islands company holding 9,000,000 shares of our Class B Ordinary Shares. Xx Xx has the sole voting and dispositive power of all the shares held by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of TrustSilver Sky Investment Limited.
Appears in 1 contract
General Provisions. 6.1 a. All notices and other communications required or permitted to be given or made pursuant hereto shall to in writing and shall delivered hereunder shall. be deemed to have been duly be given or made delivered when actually received personally delivered or deposited in person or by faxthe United States mail, or three days after being sent by postage prepaid, certified or registered United States mail, return receipt requested, postage prepaidaddressed to the proper party at its address set out below, addressed or such. other address as followssuch party may have specified by written notice in accordance herewith: If to the Feeder FundEmployee, to: State Street Global Advisors Xxx If to the Company, to: 000 Xxxx Xxxxxx Xxxx 000 Xxxx Xxxx Xxxxx, XX 00000 Xxxxxxx Xxxxxx, Xxxxx 00 XxxxxxCEO iRemedy Healthcare 0000 XX Xxxxxx Street Stuart, XX 00000 Attn: Compliance Department If FL 34997
b. Headings as to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to content of particular paragraphs of this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are have been used for reference convenience purposes only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraphs to which they refer.
c. No waiver, modification or amendment of any term, condition or provision of this Agreement shall be valid or of any effect unless made in writing, signed by the party(ies) to be bound or its (their) duly authorized representative(s) and specifying with particularity the nature and extent of such waiver, modification, or amendment. Any waiver by any party of any provision hereof shall not affect in affect, or impair any way right arising from, any other provision hereof
d. Notwithstanding any termination or expiration of this Agreement, the meaning parties hereto shall perform each and every provision of this Agreement which contemplates performance following the termination or interpretation expiration of this Agreement.
6.4 If any term or other provision of e. As used in this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforcedAgreement, the parties hereto shall negotiate in good faith to modify this Agreement so term "person" means individuals as to effect the original intent of the parties well as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 corporations, partnerships, limited liability companies, trusts, unincorporated associations and other entities. f This Agreement and the agreements and other documents delivered pursuant hereto set forth contains the entire understanding between of the parties concerning Company and the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating Employee with respect to the subject matter of this Agreement other than those set forth herein.
6.6 Each addressed herein and supersedes any and all of prior agreements and understandings between the Company and the Employee with respect to such subject matter. g The provisions of this Agreement shall be binding upon applied and inure interpreted in a manner consistent with each other so as to carry out the benefit purposes and intent of the parties hereto andhereto. If for any reason any provision hereof is determined to be unenforceable or invalid, except such provision (or such part thereof as otherwise specifically provided in may be unenforceable or invalid) shall be deemed severed from this Agreement and the remaining provisions shall be carried out with the same force and effect as if the severed provision (or paii thereof) had not been a part of this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 h This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Employment Agreement (Iremedy Healthcare Companies, Inc.)
General Provisions. 6.1 All notices CCEDC shall obtain an independent audit of its financial condition in all years as determined by the CCEDC Board of Directors or as required by the CDBG Agreement as of December 31 of each calendar year and other communications given or made pursuant hereto shall to the results of operations for the preceding calendar year in writing accordance with generally accepted audit standards, which includes Business Loan Fund Program and County Economic Development Projects funds. An original of the audit report shall be deemed provided to have been duly the County not later than April 30 of the following year. A copy of the “management letter” issued by the auditor to CCEDC shall be given to the County at the same time.
6.2 This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or made when actually received written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in person or by faxthe this Agreement, the exhibits attached hereto, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party any amendments to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein6.3 It is understood and agreed by and between County and CCEDC that if any covenant, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions condition or provision contained in this Agreement are for reference purposes only is held to be invalid by any court of competent jurisdiction, or otherwise appears to County and CCEDC to be invalid, such invalidity shall not affect the validity of any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either County or CCEDC in any way its respective rights and obligations contained in the meaning remaining valid covenants, conditions or interpretation provisions of this Agreement.
6.4 If any term or other provision of this Agreement CCEDC is invalida Colorado not for profit corporation in good standing which hires its own employees, illegal or incapable of being enforced contractors, and agents. It is expressly acknowledged and understood by any rule of law, or public policy, all other conditions and provisions of the parties that nothing contained in this Agreement shall nevertheless remain in full force result in, or be construed as establishing, an employment relationship. CCEDC shall be, and effect so long as the economic shall perform as, an independent contractor. No agent, employee, or legal substance servant of the transactions contemplated hereby is not affected in any manner adverse CCEDC shall be, or shall be deemed to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforcedbe, the employee, agent or servant of County. CCEDC shall be solely and entirely responsible for its acts and for the acts of CCEDC’s agents, employees, servants and subcontractors during the performance of this Agreement..
6.5 The parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end recognize that the transactions contemplated hereby are fulfilled services to the extent possible.
6.5 This Agreement and the agreements and other documents delivered be provided pursuant hereto set forth the entire understanding between the parties concerning the subject matter of to this Agreement are professional in nature and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of that in entering into this Agreement other than those set forth herein.
6.6 Each County is relying upon the services and all reputation of CCEDC. Therefore, CCEDC may not assign its interest in the provisions Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding upon on and inure to the benefit of the parties hereto andparties, except as otherwise specifically provided in this Agreement, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Notwithstanding Unless specifically stated to the foregoingcontrary in any written consent to an assignment, no party shall make assignment will release or discharge the assignor from any assignment of duty or responsibility under the Agreement.
6.6 Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, facsimile transmission together with a “hard copy” by United States mail, or any rights first class mail, to the appropriate party at the following addresses: CCEDC: President/CEO Clear Creek Economic Development Corporation X.X. Xxx 0000 Xxxxxxxxxx, XX 00000 Tel. 000-000-0000 County: Clear Creek County Finance Director X.X. Xxx 0000 Xxxxxxxxxx, XX 00000 tel. 000-000-0000 Notice shall be deemed given on the first to occur of personal delivery, transmission by facsimile or obligations hereunder without electronic mail (if transmitted during customary business hours, or the written consent of all other parties. As used hereinfollowing business day if not), the term “assignment” shall have the meaning ascribed thereto or three calendar days after deposit in the 1940 ActUS mails, as applicable.
6.7 This Agreement does not and shall not be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect deemed to the choice of confer upon or grant to any third party any right enforceable at law or conflicts equity arising out of law provisions any term, covenant, or condition herein or the breach thereof.
6.8 This Agreement may be executed in any number of counterparts, At all of which shall constitute one and times during the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason term of this Agreement.
6.10 Any uncertainty or ambiguity existing herein , CCEDC shall not presumptively be interpreted against any party, but shall be interpreted according to the application comply with Paragraph 15 of the rules of interpretation for arm’s length agreements.CDBG Grant and maintain the following insurance with the limits set forth:
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized Commercial General Liability As required by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.CDBG Grant,
Appears in 1 contract
General Provisions. 6.1 All notices 11.1 Schedules A, B, C, D and other communications given or made pursuant hereto shall E as amended from time to in writing time are hereby incorporated into and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation form part of this Agreement.
6.4 If 11.2 VAR hereby grants COGNOS the right, which COGNOS will exercise reasonably and at its own expense, to enter VAR's premises during business hours on forty-eight (48) hours notice for the purpose of examining VAR's relevant books and records or to have such books and records examined by its certified public accountant to verify the locations and hardware into which copies of the Software have been installed by VAR as well as VAR's fulfillment of its obligations set forth herein.
11.3 VAR is an independent contractor and the parties are not agents or legal representatives of each other and have no power of attorney to represent, act for, bind or commit each other except as described in this Agreement. Neither execution nor performance of this Agreement shall be construed to have established any joint venture or partnership between COGNOS and VAR.
11.4 No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term or other of this Agreement shall constitute a consent to any subsequent breach.
11.5 In the event that any provision of this Agreement is invalidshall not be enforceable, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions the remainder of this Agreement shall nevertheless remain in full force and effect so long as effect.
11.6 VAR agrees that it shall not have the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse right to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify assign its rights under this Agreement so as to effect without the original intent prior written consent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possibleCOGNOS.
6.5 This Agreement and the 11.7 All covenants, agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure enure to the benefit of the both parties hereto and, except and their representatives as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used allowed herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 11.8 This Agreement and any matter relating thereto shall be governed by governed, construed and construed interpreted in accordance with the laws of the Commonwealth of Massachusetts without giving effect Massachusetts.
11.9 This Agreement constitutes the full and entire understanding and agreement between VAR and COGNOS with respect to the choice marketing, demonstration and sublicensing of law the Software and supersedes all negotiations, commitments, purchase order, memoranda and any other writings with respect thereto. No modifications or conflicts amendments to the terms of law provisions thereofthis Agreement shall be effective unless in writing and signed by the duly authorized representatives of VAR and COGNOS.
6.8 This Agreement may be executed in any number of counterparts11.10 Any notices, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one requests or more counterparts.
6.9 Nothing herein expressed or implied is intended or demands shall be construed in writing and delivered or mailed to confer upon or give any person, the other than at the parties hereto and their successors or assigns, any rights or remedies under or by reason address written on the front page of this Agreement.
6.10 Any uncertainty . Each party shall promptly give written notice of any change in its address or ambiguity existing herein shall not presumptively be interpreted against any party, but addressee. All notices shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trustsent either by registered or certified mail, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder postage prepaid, or by facsimile transmission with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trustanswerback. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer Notices shall be deemed to have been made be received on the fifth business day after mailing, or by any facsimile transmission with answerback, upon transmission. In the case of them individually a mail interruption such notices, requests or to impose any liability on any demands shall be delivered by prepaid courier delivery or facsimile transmission with answerback. This Agreement is effective the 18th day of them personallyFebruary, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.1994. ---------------------------- --------------------------------- SMITX-XXXXXXX & XSSOCIATES, COGNOS CORPORATION INC. /s/ Wilbxxx Xxxxx /s/ John X. Xxxxxx ---------------------------- --------------------------------- Signature Signature Wilbxxx Xxxxx John X. Xxxxxx ---------------------------- --------------------------------- Printed Name Printed Name President V.P. Partner Channels ---------------------------- --------------------------------- Title Title SCHEDULE A SOFTWARE AND TERRITORY
Appears in 1 contract
Samples: Powerhouse Value Added Reseller Agreement (Smith Gardner & Associates Inc)
General Provisions. 6.1 All notices 13.1. If any article or provision of this Agreement shall become invalid, inoperative and/or unenforceable by operation of law or by declaration of any competent authority of the executive, legislative, judicial or administrative branches of the federal or state government, the Parties shall suspend the operation of such article or provision during the period of its invalidity, and other communications given the Primary Employer and Unions shall negotiate in its place and stead an article or made pursuant hereto shall provision that will satisfy the objections to its validity and that, to the greatest extent possible, will be in writing accord with the intent and purpose of the article or provision in question. The new article or provision negotiated by the Primary Employer and Unions shall be deemed binding on all Parties signatory to have been duly given this Agreement.
13.1.1. If the Primary Employer and Unions are unable within thirty (30) calendar days to negotiate a substitute article or made when actually received in person or by faxprovision, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If any of them may at any time thereafter submit the matter directly to interest arbitration pursuant to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxxprocedures set forth in Section 8.4.3 (Step 3), Xxxxx 00 Xxxxxxand Sections 8.5 through 8.7. The arbitrator shall have the authority to modify, XX 00000 Attn: Compliance Department If to amend and alter the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof a substitute article or provision to replace the one(s) that have become invalid, inoperative or unenforceable. The arbitrator’s decision, and the new article or provision, shall be final and binding on all other parties Parties signatory to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 13.2. If any term article or other provision of this Agreement is shall be held invalid, illegal inoperative or incapable of being enforced unenforceable by any rule operation of law, or public policyby any of the above-mentioned tribunals of competent jurisdiction, all the remainder of the Agreement or application of such article or provision to persons or circumstances other conditions and than to which it has been held invalid, inoperative or unenforceable shall not be affected thereby.
13.3. The provisions of the Master Labor Agreement shall apply except to the extent they are in conflict with provisions of this Agreement. The provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance take precedence over conflicting provisions of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Master Labor Agreement or any rights other national, area or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actlocal collective bargaining agreement.
6.7 This 13.4. Each person executing this Agreement shall be governed by represents and construed in accordance with the laws warrants that he or she is authorized to execute this Agreement on behalf of the Commonwealth of Massachusetts without giving effect to the choice of law party or conflicts of law provisions thereofparties indicated.
6.8 13.5. This Agreement may be executed in any number of counterparts, all of which and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same instrumentdocument, and any party hereto signature pages may execute be assembled to form a single original document.
13.6. Any notices required under this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed given as follows: To BCHD: Beach Cities Health District 0000 Xxx Xxx Xxxxxx Xxxxxxx Xxxxx, XX 00000 Attention: Xxxxxx Xxxx, CFO (000) 000-0000 x0000 Xxxxxx.Xxxx@XXXX.xxx With copies to: Xxxx X. Xxxxxxxxxx, Esq. Xxxxx Xxxxx Xxxxxx Xxxxxx Senet & Xxxxxxxxx LLP 00000 Xxxxxxxx Xxxx., Xxxxx 000 Los Angeles, CA 00000 (000) 000-0000 xxxxxxxxxxx@xxxxxxxxxx.xxx To Primary Employer: With copies to: To Unions: With copies to: The Parties shall notify the other in writing if its person designated to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreementreceive notice is changed.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Appears in 1 contract
Samples: Project Labor Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to (a) This Agreement expressly sets forth all the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity duties of the person Escrow Agent with respect to receive notice by providing written notice thereof to any and all other parties to the Agreementmatters pertinent hereto.
6.2 Unless stated otherwise herein(b) The Escrow Agent shall not be liable, except for its own negligence or willful misconduct and, except with respect to claims based upon such negligence or willful misconduct that are successfully asserted against the Escrow Agent. The Company shall indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs losses, liabilities, claims, actions, damages and expenses.
6.3 The headings , including reason able attorneys' fees and captions contained disbursements, arising out of and in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of connection with this Agreement.
6.4 If (c) The Escrow Agent shall be entitled to rely upon any term order, judgment, certification, demand, notice, instrument or other provision writing delivered to it hereunder without being required to determine the authenticity or the correctness of this Agreement is invalid, illegal any fact stated therein or incapable the propriety or validity of being enforced the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any rule of lawperson purporting to give notice or advice, or public policyto accept and acknowledge receipt, all other conditions and or to make any statement or execute any documents in connection with the provisions of this Agreement has been duly authorized to do so.
(d) In the event that the Escrow Agent (i) shall nevertheless remain be uncertain as to its duties arising under this Agreement or (ii) shall receive instructions from the Company as to the funds held in full force and effect so long as the economic Escrow Account which, in its opinion, are inconsistent with each other or legal substance of the transactions contemplated hereby is not affected are in any manner adverse to conflict with any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement, the Escrow Agent shall be authorized to hold any and all Subscription Proceeds received by it, together with any other amounts which shall accrue to or be deposited in the Escrow Account, pending the settlement of any such controversy by final adjudication of a court of competent jurisdiction, or the Escrow Agent may, at its option, deposit such funds with the clerk of a court of competent jurisdiction, in an appropriate proceeding to which all parties in interest are duly joined.
(e) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering all amounts held in the Escrow Account to any successor escrow agent designated by the Company in writing, or to any court of competent jurisdiction,
(f) The parties hereto hereby irrevocably submit to the jurisdiction of the Florida state courts in and for Palm Beach County or the U.S. federal court in West Palm Beach, Florida in any action or proceeding arising out of or relating to this Agreement, and the parties hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in such state or federal court. The parties to this Agreement hereby consent to and grant to any such court jurisdiction over the persons of such parties and over the subject matter of any such dispute.
(g) This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, and their respective successors and assigns, and shall not be enforceable by or inure to the benefit of any third party. Notwithstanding Except as provided herein with respect to a resignation by the foregoingEscrow Agent, no party shall make hereto may assign any assignment of this Agreement or any its rights or obligations hereunder under this Agreement without the prior written consent of all the other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Actparties hereto.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 (h) This Agreement may only be executed in any number of counterparts, all of which shall constitute one and modified by a written instrument signed by the same instrumentparties hereto, and any no waiver hereunder shall be effective unless in writing signed by the party hereto may execute this Agreement by signing one or more counterpartsto be charged.
6.9 Nothing herein expressed (i) The Escrow Agent makes no representation as to the validity, value, genuineness or implied is intended the collectibility of any security or shall be construed other document or instrument held by or delivered to confer upon or give any person, other than such Escrow Agent pursuant to the parties hereto and their successors or assigns, any rights or remedies under or by reason terms of this Agreement.
6.10 Any uncertainty (j) For purposes hereof, "Facsimile Notice" shall mean the delivery by telephone facsimile of a notice, request, demand or ambiguity existing herein other communication provided for herein, and "Confirmation" shall not presumptively be interpreted against any partymean the delivery by hand (via commercial courier service or otherwise) or by first class mail, but shall be interpreted according if and to the application extent required hereunder, of the rules a manually-signed (if applicable) counterpart of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank any such notice, demand or other communication. All Facsimile Notices and Trust Company Investment Funds for Tax Exempt Retirement Plans Confirmations and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust communications arising hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed given when received and shall be telecopied or delivered by hand to have been made by any of them individually the parties at the facsimile telephone numbers and addresses listed below, or to impose any liability on any of them personallysuch other persons or facsimile telephone numbers/addresses as the relevant party shall designate from time to time in writing delivered by hand as aforesaid: If to the Company: Ackeeox Corp. Attention: Jerxxx X. Xxxxxxxxx Facsimile Number: 561-000-0000 Telephone Number: 561-000-0000 Confirmation Address: 2830 X. Xxxxxxxx Xxxxx Xxxx Xxxx Xxxxx, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.XX 00000
Appears in 1 contract
Samples: Escrow Agreement (Ackeeox Corp)
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 a. Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment provision or term of this Agreement may be amended or any rights or obligations hereunder without waived, only with the written consent of all other parties. As used herein, the term “assignment” Parties hereto and any such amendment / waiver shall have be binding on the meaning ascribed thereto in the 1940 ActParties.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 b. This Agreement may be executed in any such number of counterparts, all of which shall constitute one as required under the applicable regulations, and this has the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than effect as if the parties hereto and their successors or assigns, any rights or remedies under or by reason signatures on the counterparts were on a single copy of this Agreement.
6.10 Any uncertainty c. Notwithstanding anything to the contrary contained in any Transaction Documents, pursuant to any guidelines / directives / notifications / Laws, the Lender may, at any time, alter or ambiguity existing herein shall not presumptively be interpreted against modify or delete any partyprovisions of the Transaction Documents, but such as a change in disbursement schedule, the Interest Rate, service charges, etc., and such alteration or modification or deletion made by the Lender shall be interpreted according intimated / conveyed to the application of Borrower/s and shall be binding on the rules of interpretation for arm’s length agreementsBorrower/s.
d. The Borrower/s agree not to distribute or disclose any information related to or connected with the Loan to any Person.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 e. The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder Lender shall not be binding upon held responsible or liable in any manner, for any non-compliance by the Borrower/s, of any Laws, regulations, circulars, etc.
f. The Borrower/s hereby declare and confirm that the Borrower/s have read and understood all the terms and conditions of this Agreement (including the details provided in the Schedule) and in the event that any of the interest holdersBorrower/s are illiterate and/or cannot read or understand English language, Trustees, officers, employees or agents of such terms and conditions have been read out and explained in the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trustlanguage (vernacular language) which they know and understand. The execution Borrower/s have understood and delivery accepted all such terms and conditions of this Agreement and have been authorized executed this Agreement evidencing the same.
g. The Borrower/s agree and undertake to forthwith comply with all additional conditions as may be specified in the Transaction Documents or as may be specified by the Trustees Lender from time to time.
1. Effective Date (of the Trust and this Agreement will be signed by agreement): 09/28/2020
2. Place: Mumbai
3. Total Loan Amount Sanctioned – Rs 49590
4. Interest To Customer – 0.00 5. Total Interest payable as an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.amount – 0
Appears in 1 contract
Samples: Loan Agreement
General Provisions. 6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to the Master Portfolio: State Street Master Funds c/o State Street Bank and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change the identity 24.1 Each of the person to receive notice by providing written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision provisions of this Agreement is invalidseverable and distinct from the others and, illegal if one or incapable more of being enforced by any rule of lawsuch provisions is or becomes illegal, invalid or public policyunenforceable, all other conditions and the remaining provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not be affected in any manner adverse to any partyway. Upon such determination In the event that any term or other provision is invalid, illegal or incapable would be invalid if part of being enforcedthe wordings thereof were not deleted, the parties hereto provision shall negotiate in good faith to modify this Agreement so apply as to effect if the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possiblerelevant wordings were deleted.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the 24.2 The provisions of this Agreement shall be binding upon on and inure enure to the benefit of the parties successors, assigns and personal representatives (where applicable) of each party hereto andprovided that the Client may not assign, except as transfer, charge or otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding dispose of any of the foregoing, no party shall make any assignment of this Agreement or any Client's rights or obligations hereunder without the prior written consent of the Company. The Company may assign all or a part only of its rights and obligations under this Agreement to any person without the prior consent or approval of the Client.
24.3 The Client hereby authorizes the Company to conduct a credit enquiry (or a personal credit enquiry in case of an individual client) or check on the Client for the purpose of ascertaining the financial situation and investment objectives of the Client.
24.4 Nothing herein contained shall place the Company under any duty to disclose to the Client any fact or thing which comes to its notice in the course of acting in any capacity for any other parties. As used hereinperson or in its own capacity.
24.5 Whenever the Company deals with the Client, it will always be on the basis that only the Client is the Company's client and is acting as principal in all respects and so, if the Client acts on behalf of another person, whether or not the Client identifies him to the Company, he will not be the Company's client and the Company does not and will not have or accept in any circumstances whatsoever any responsibility towards any person on whose behalf the Client may act and the Client hereby acknowledges and agrees that the Client shall be solely responsible for settling all liabilities resulting from transactions effected pursuant to and in accordance with this Agreement in connection with or on behalf of any such person.
24.6 Whilst the Client expects the Company to keep confidential all matters relating to the Account(s), the term “assignment” Client hereby expressly agrees that the Company may make such disclosure of all matters relating to the Account(s) as may be required under any laws, orders, lawful requests or regulations of any relevant market, banking or governmental authority without further consent from or notification to the Client.
24.7 Time shall have the meaning ascribed thereto in all respects be of essence in the 1940 Actperformance of all of the Client's obligations under this Agreement.
6.7 24.8 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or future exercise of that right, power or privilege.
24.9 The Client hereby declares that he has read the English/Chinese version of this Agreement and that the contents of this Agreement have been fully explained to him by the Company in a language that the Client understands and that the Client accepts and agrees to be bound by this Agreement.
24.10 In the event of any difference in interpretation or meaning between the Chinese and English versions of this Agreement, the Client and the Company agree that the English version shall prevail.
24.11 This Agreement and all rights, obligations and liabilities shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect Hong Kong Special Administrative Region.
24.12 The Client hereby submits to the choice non-exclusive jurisdiction of law the courts of Hong Kong in relation to all matters arising from or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of connection with this Agreement.
6.10 Any uncertainty 24.13 At the sole option of the Company and in its absolute discretion, any dispute, controversy or ambiguity existing herein shall not presumptively be interpreted against any partyclaim arising out of or relating to this Agreement, but or the breach, termination or invalidity thereof, shall be interpreted according to settled by arbitration in accordance with the application UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 this Clause. The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio appointing authority shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of TrustHong Kong International Arbitration Centre. The execution and delivery place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). There shall be only one arbitrator. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained. The language to be used in the arbitral proceedings shall be English. Please read the following before you send us any personal data.
1. The Client understands that the Client may have been authorized or may in future be requested to supply personal information from time to time to the Company relating to the Client, and in the carrying out of transactions contemplated under this Agreement, further information shall or may be collected by the Trustees of Company (all such information is referred to as “Data” in this Schedule 1.)
2. The Client understands that a request for the Trust and this Agreement will be signed by an officer of Data on the Trust, acting as such“Client Information Form” or otherwise shall oblige the Client to complete the same, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed any failure so to have been made by any of them individually do may result in the Company being unable to open or continue the Account, or unable to impose any liability on any of them personally, but shall bind only effect transactions under the trust property of the Trust as provided in its Declaration of TrustAccount.
Appears in 1 contract
Samples: Account Agreements
General Provisions. 6.1 All notices and other communications given or made pursuant hereto The Notes to be issued on the Closing Date shall to in writing be executed by the Issuer upon compliance with Section 3.2 and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows: If delivered to the Feeder Fund: State Street Global Advisors Xxx Xxxxxxx Xxxxxx, Xxxxx 00 Xxxxxx, XX 00000 Attn: Compliance Department If to Trustee for authentication and thereupon the Master Portfolio: State Street Master Funds c/o State Street Bank same shall be authenticated and Trust Company X.X. Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Either party to this Agreement may change delivered by the identity Trustee upon Issuer Request and upon receipt by the Trustee of the person to receive notice by providing written notice thereof to all other parties to the Agreement.items described below:
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of State Street and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) State Street has entered into this Agreement solely on behalf an Officer’s Certificate of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability Issuer (i) evidencing the authorization by all necessary action on the part of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf Issuer of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Indenture, the Collateral Management Agreement, each Hedge Agreement and related documents and each other Transaction Document to which the Issuer is a party, the execution, authentication and delivery of the Notes and specifying the Stated Maturity of each Class of Notes, the principal amount of each Class of Notes and the applicable Note Interest Rate of each Class of Notes to be authenticated and delivered, and (ii) certifying that at least $10 of proceeds on account of the sale on the Closing Date of the Certificate shall have been authorized received;
(b) either (A) certificates of the Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Notes, or (B) an Opinion of Counsel of the Issuer reasonably satisfactory in form and substance to the Trustee that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Notes except as may have been given;
(c) opinions of Pxxxxx Bxxxx LLP, in a form reasonably satisfactory to the Initial Purchaser and the Trustee, special U.S. counsel to the Issuer and the Collateral Manager (which opinions may be limited to the laws of the State of New York and the federal law of the United States and may assume, among other things, the correctness of the representations and warranties made or deemed made by the Trustees owners of Notes pursuant to Sections 2.5(g) and (i)) dated the Closing Date;
(d) an opinion of counsel to each Hedge Counterparty, dated the Closing Date, in a form satisfactory to the Initial Purchaser and the Trustee;
(e) opinions, dated as of the Closing Date, in a form satisfactory to the Initial Purchaser and the Trustee, of (i) Hxxxx & Hxxxxxx LLP, special tax counsel to CapitalSource Inc. regarding its qualification and taxation as a REIT, (ii) Pxxxxx Bxxxx LLP, special counsel to CSE Mortgage, as the Seller, the Advancing Agent, the Trust Depositor, the CLO Servicer and this Agreement will be signed by the Collateral Manager and (iii) Pxxxxx Xxxxxxxx LLP, special Delaware counsel to the Owner Trustee, Trust Depositor and the Issuer;
(f) an officer Officer’s Certificate of the TrustIssuer stating that the Issuer is not in Default under this Indenture and that the issuance of the Securities will not result in a breach of any of the terms, acting as suchconditions or provisions of, or constitute a Default under, the Governing Documents of the Issuer, any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject and neither such authorization by such Trustees nor such execution that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for; and that all expenses due or accrued with respect to the offering or relating to actions taken on or in connection with the Closing Date have been paid;
(g) an executed counterpart of each initial Collateral Obligations Purchase Agreement, the Collateral Management Agreement and the Servicing Agreement;
(h) an executed copy of each Hedge Agreement;
(i) an opinion of counsel to the Trustee and Back-up Servicer, dated the Closing Date in a form satisfactory to the Initial Purchaser;
(j) an Accountants’ Report confirming the following information as of the Closing Date: (i) the information (other than the Principal Balance and the Purchase Price) with respect to each Collateral Obligation set forth on the Schedule of Closing Date Collateral Obligations attached hereto as Schedule E by reference to such officer sources as shall be deemed specified therein and (ii) specifying the procedures undertaken by the accountants to have been made by any of them individually or review data and computations relating to impose any liability the foregoing;
(k) an Officer’s Certificate from the Collateral Manager (i) confirming that each Collateral Obligation set forth on any of them personallythe Schedule E attached hereto meets the Eligibility Criteria and that Schedule E correctly lists the Collateral Obligations to be Granted to the Trustee on the Closing Date, but shall bind only (ii) stating the trust property Aggregate Principal Amount of the Trust Collateral Obligations and (iii) stating the aggregate amount of any additional funding commitments or undrawn amounts, as provided the case may be, with respect to each of Issuer Held Delayed Draw Loans, Issuer Held Revolving Loans, Third-Party Held Delayed Draw Loans and Third-Party Held Revolving Loans;
(l) evidence of preparation for filing at the appropriate filing office in its Declaration the State of TrustDelaware of a financing statement executed on behalf of the Issuer relating to the perfection of the lien of this Indenture;
(m) an Issuer Order executed by the Issuer directing the Trustee to (i) authenticate the Notes specified therein, in the amounts set forth therein and registered in the name(s) set forth therein and (ii) deliver the authenticated Notes as directed by the Issuer; and
(n) such other documents as the Trustee may reasonably require.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
