Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Brilliant Technologies, CORP), Securities Purchase Agreement (Advanced Technology Industries Inc), Securities Purchase Agreement (Advanced Technology Industries Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York Nevada as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission .
e. An e m a i l of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 14 contracts
Samples: Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York Nevada as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 9 contracts
Samples: Purchase Agreement (Solar Wind Energy Tower, Inc.), Purchase Agreement (Solar Wind Energy Tower, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(b) Each Holder hereby represents that it is the owner of the Prior Note issued to be wholly performed in it and that such state and without giving effect to the principles thereof regarding the conflict of lawsPrior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.
(c) This Amendment contains the entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Company and the Holder. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of assigns.
(d) Each Holder has been advised and had the parties heretoopportunity to consult with an attorney or other advisor prior to executing this Amendment. All pronouns The undersigned Holder understands, confirms and any variations thereof refer agrees that counsel to the masculineCompany and its counsel are not acting as counsel to the Holder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.
(e) This Amendment is subject to the Company's receipt of a comparable amendment agreement executed on behalf of VER 83, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto LLC with respect to amending the subject matter hereofmaturity date of the promissory note held by it in the aggregate principal amount of $950,000.
Appears in 9 contracts
Samples: Note Amendment Agreement (Lazarus Management Co LLC), Note Amendment Agreement (Lazarus Management Co LLC), Note Amendment Agreement (Lazarus Management Co LLC)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Helix TCS, Inc.), Securities Purchase Agreement (Helix TCS, Inc.), Bridge Loan Agreement (Infinium Labs Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City and County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyers for any reasonable legal fees and disbursements incurred by the Lender Buyers in enforcement of or protection of any of its rights under any of the Transaction Agreements. Documents.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by the written consent of a majority in interest of the holders of the Debentures and an instrument in writing signed by the party to be charged with enforcement thereof. Company.
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Wound Management Technologies, Inc.), Securities Purchase Agreement (Inhibiton Therapeutics, Inc.), Securities Purchase Agreement (Amacore Group, Inc.)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Imaging Diagnostic Systems Inc /Fl/), Securities Purchase Agreement (Advanced Viral Research Corp), Securities Purchase Agreement (Computerized Thermal Imaging Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York Nevada as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission .
e. An email of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 6 contracts
Samples: Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 6 contracts
Samples: Securities Purchase Agreement (American Champion Entertainment Inc), Securities Purchase Agreement (American Champion Entertainment Inc), Securities Purchase Agreement (American Champion Entertainment Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City State of New York Jersey or the state courts of the State of New York sitting in the City of New York Jersey in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile or scanned and emailed transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Helix TCS, Inc.), Securities Purchase Agreement (Helix TCS, Inc.), Securities Purchase Agreement (Helix TCS, Inc.)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City and County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Documents.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by the written consent of a majority in interest of the holders of the Debentures and an instrument in writing signed by the party to be charged with enforcement thereof. Company.
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fuelstream INC), Securities Purchase Agreement (Fuelstream INC), Securities Purchase Agreement (Fuelstream INC)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(b) Each Holder hereby represents that it is the owner of the Prior Note issued to be wholly performed in it and that such state and without giving effect to the principles thereof regarding the conflict of lawsPrior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.
(c) This Amendment contains the entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Company and the Holder. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of assigns.
(d) Each Holder has been advised and had the parties heretoopportunity to consult with an attorney or other advisor prior to executing this Amendment. All pronouns The undersigned Holder understands, confirms and any variations thereof refer agrees that counsel to the masculine, feminine or neuter, singular or plural, Company and its counsel are not acting as counsel to the context may require. A facsimile transmission Holder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.
(e) This Amendment is subject to the Company’s receipt of this signed Agreement shall be legal and binding a comparable amendment agreement executed on all parties hereto. This Agreement may be signed in one or more counterparts, each behalf of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto Lazarus Investment Partners LLLP with respect to amending the subject matter hereofmaturity date of the promissory note held by it in the aggregate principal amount of $500,000.
Appears in 3 contracts
Samples: Note Amendment Agreement, Note Amendment Agreement (Authentidate Holding Corp), Note Amendment Agreement (Authentidate Holding Corp)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Pluristem Life Systems Inc), Securities Purchase Agreement (Skystar Bio-Pharmaceutical Co), Securities Purchase Agreement (Amedia Networks, Inc.)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Medix Resources Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents The Company and each Purchaser hereby submit to the exclusive jurisdiction of the federal courts whose districts encompass any part state court of the City of competent jurisdiction in and for New York County, New York, or in the state courts of United States District Court for the State Southern District of New York sitting in the City of at New York City in connection with any dispute action or proceeding arising under out of or relating to this Agreement or any and agree that all claims in respect of the action or proceeding may be heard and determined in any such court; agree not to bring any action or proceeding arising out of or relating to this Agreement in any other Transaction Agreements and hereby waives, court; waive any defense of inconvenient forum to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing maintenance of any such action or proceeding in such jurisdictions. To the extent determined by such courtso brought and waive any bond, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of surety, or protection other security that might be required of any of its rights under other party with respect thereto; and agree that a final judgment in any of action or proceeding so brought shall be conclusive and may be enforced by suit on the Transaction Agreements. judgment or in any other manner provided by law or in equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 3 contracts
Samples: Note Agreement, Securities Purchase Agreement (Provectus Pharmaceuticals Inc), Securities Purchase Agreement (Provectus Pharmaceuticals Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 3 contracts
Samples: Purchase Agreement (Neah Power Systems, Inc.), Purchase Agreement (Neah Power Systems, Inc.), Purchase Agreement (Beyond Commerce)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Saliva Diagnostic Systems Inc), Securities Purchase Agreement (Provectus Pharmaceuticals Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Florida for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York Broward or the state courts of the State of New York Florida sitting in the City County of New York Broward in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
f. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all parties hereto.
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Omnicomm Systems Inc), Securities Purchase Agreement (Omnicomm Systems Inc), Securities Purchase Agreement (Omnicomm Systems Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Wilmington or the state courts of the State of New York Delaware sitting in the City of New York Wilmington in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement (TTR Inc), Securities Purchase Agreement (Colormax Technologies Inc), Securities Purchase Agreement (Ambient Corp /Ny)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements OR ANY OF THE OTHER TRANSACTION DOCUMENTS and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. .. To the extent determined by such court, the Company shall reimburse the Lender Investor for any reasonable legal fees and disbursements incurred by the Lender Investor in enforcement of or protection of any of its rights under any of the Transaction Agreements. Documents.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Preferred Securities Purchase Agreement (Markland Technologies Inc), Securities Purchase Agreement (Eurotech LTD)
Governing Law Miscellaneous. A. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Henley Healthcare Inc), Securities Purchase Agreement (Henley Healthcare Inc)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(b) Each Holder hereby represents that it is the owner of the Prior Note issued to be wholly performed in it and that such state and without giving effect to the principles thereof regarding the conflict of lawsPrior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.
(c) This Amendment contains the entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Company and the Holder. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of assigns.
(d) Each Holder has been advised and had the parties heretoopportunity to consult with an attorney or other advisor prior to executing this Amendment. All pronouns The undersigned Holder understands, confirms and any variations thereof refer agrees that counsel to the masculine, feminine or neuter, singular or plural, Company and its counsel are not acting as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect counsel to the subject matter hereofHolder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.
Appears in 2 contracts
Samples: Note Amendment Agreement (Lazarus Management Co LLC), Note Amendment Agreement (Lazarus Management Co LLC)
Governing Law Miscellaneous. A. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Wilmington or the state courts of the State of New York Delaware sitting in the City of New York Wilmington in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ambient Corp /Ny), Securities Purchase Agreement (Ambient Corp /Ny)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission. The Holder agrees that this Amendment shall be affixed by each Holder to be wholly performed in such state its Note and without giving effect to become a part thereof.
(b) This Amendment contains the principles thereof regarding the conflict of laws. Each entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Borrower and the Holder. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of assigns.
(c) The Holder has been advised and had the parties heretoopportunity to consult with an attorney or other advisor prior to executing this Amendment. All pronouns The undersigned Holder understands, confirms and any variations thereof refer agrees that counsel to the masculine, feminine or neuter, singular or plural, Borrower is not acting as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect counsel to the subject matter hereofHolder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.
Appears in 2 contracts
Samples: Note Amendment Agreement, Note Amendment Agreement (Authentidate Holding Corp)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(b) Each Holder hereby represents that it is the owner of the Prior Note issued to be wholly performed in it and that such state and without giving effect to the principles thereof regarding the conflict of lawsPrior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.
(c) This Amendment contains the entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Company and the Holder. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of assigns.
(d) Each Holder has been advised and had the parties heretoopportunity to consult with an attorney or other advisor prior to executing this Amendment. All pronouns The undersigned Holder understands, confirms and any variations thereof refer agrees that counsel to the masculineCompany and its counsel are not acting as counsel to the Holder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.
(e) This Amendment is subject to the Company’s receipt of a comparable amendment agreement executed on behalf of VER 83, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto LLC with respect to amending the subject matter hereofmaturity date of the promissory note held by it in the aggregate principal amount of $950,000.
Appears in 2 contracts
Samples: Note Amendment Agreement (Authentidate Holding Corp), Note Amendment Agreement (Authentidate Holding Corp)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company non-prevailing party shall reimburse the Lender prevailing party for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Remote MDX Inc), Securities Purchase Agreement (Remote MDX Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (New Visual Corp), Securities Purchase Agreement (Markland Technologies Inc)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts York, without regard to be wholly performed in such state and without giving effect to the principles thereof regarding the of conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements transactions contemplated hereby, and hereby waives, to the maximum extent permitted by law, any objection, including any objection objections based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, of this Agreement. This Agreement and each of the Primary Documents have been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability unenforceability of this Agreement in any other jurisdiction. This Agreement shall inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto, including any transferees of the Initial Shares, the Initial Warrants, the Supplemental Warrant, and, if the Supplemental Warrant shall be exercised, the Additional Shares and the Additional Warrants. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
Governing Law Miscellaneous. 16.1. Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by Alfaleads to enforce the terms of this Agreement. This Agreement contains the entire agreement between Alfaleads and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Alfaleads shall not be subject to or bound by any other agreement between Affiliate and Alfaleads, any insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Alfaleads "clicks through" or otherwise indicates its acceptance thereof. In case of any contradictions between this Agreement and any other signed or written agreements between Alfaleads and Affiliate this Agreement has priority. Affiliate may not assign all or any part of this Agreement without Alfaleads's prior written consent. Alfaleads may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent Partner in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership (in legal meaning), joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights here under shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
16.2. This Agreement shall be governed by and interpreted construed according to the laws of Estonia. The Parties agree that any controversy or claim arising out of or relating to Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waivesits International Dispute Resolution Procedures, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred as modified by the Lender ICDR Online Protocol for Manufacturer/Supplier Disputes then in enforcement of or protection of any of its rights under any of effect (please find the Transaction AgreementsInternational Dispute Resolution Procedures and the ICDR Online Protocol for Manufacturer/Supplier Disputes at xxx.xxxx.xxx).
16.3. Failure of any party By submitting and application to exercise any right or remedy under this Agreement or otherwiseAffiliate Program, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of you affirm and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of acknowledge that you have read this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party its entirety and agree to be charged with enforcement thereofbound by all of its terms and conditions. This If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement supersedes all prior agreements on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and understandings among the parties hereto with respect authority to the subject matter hereofbind such business entity to this Agreement.
Appears in 2 contracts
Samples: Affiliate Program Operating Agreement, Affiliate Program Operating Agreement
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Minnesota for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Minneapolis or the state courts of the State of New York Minnesota sitting in the City of New York Minneapolis in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dotronix Inc), Securities Purchase Agreement (Broadview Media Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Loan Agreement (Millennium Biotechnologies Group Inc), Bridge Loan Agreement (Neah Power Systems, Inc.)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts York, without regard to be wholly performed in such state and without giving effect to the principles thereof regarding the of conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements transactions contemplated hereby, and hereby waives, to the maximum extent permitted by law, any objection, including any objection objections based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, of this Agreement. This Agreement and each of the Primary Documents have been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability unenforceability of this Agreement in any other jurisdiction. This Agreement shall inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto, including any transferees of the Initial Shares, the Initial Warrants, the Conditional Warrant, and, if the Conditional Warrant shall be exercised, the Additional Shares and the Additional Warrants. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Intelliquis International Inc), Securities Purchase Agreement (Lmki Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements OR ANY OF THE OTHER TRANSACTION DOCUMENTS and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Investor for any reasonable legal fees and disbursements incurred by the Lender Investor in enforcement of or protection of any of its rights under any of the Transaction Agreements. Documents.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
f. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
g. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
h. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
i. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Preferred Securities Purchase Agreement (Markland Technologies Inc), Preferred Securities Purchase Agreement (Markland Technologies Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Oxford Media, Inc.), Bridge Loan Agreement (World Health Alternatives Inc)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requireCalifornia. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement. This Any notices required or permitted to be given under the terms of this Agreement supersedes all prior agreements shall be sent by mail or delivered personally or by courier and understandings among shall be effective five days after being placed in the parties hereto mail, if mailed, or upon receipt, if delivered personally or by courier, in each case addressed to a party at such party's address shown in the introductory paragraph or on the signature page of this Agreement or such other address as a party shall have provided by notice to the other party in accordance with this provision. The Buyer shall have the right to assign its rights and obligations under this Agreement with respect to the subject matter hereofpurchase of all or any portion of the principal amount of the Note either with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, or to one or more funds advised by Genesee Advisers, in which case no consent is required; provided, in either case, such assignee, by written instrument duly executed by such assignee, assumes all obligations of the Buyer hereunder with respect to the purchase of the portion of the principal amount of the Note so assigned and makes the same representations and warranties with respect thereto as the Buyer makes in this Agreement, whereupon the Buyer shall be relieved of any further obligations, responsibilities and liabilities with respect to the purchase of all or the portion of the principal amount of the Note the obligation for the purchase of which has been so assigned. In the case of any such assignment, the Company shall agree in writing with such assignee to make available to such assignee the benefits of the Registration Rights Agreement with respect to the Shares issuable on conversion of the Note or the portion of the principal amount thereof with respect to which the purchase under this Agreement has been so assigned.
Appears in 2 contracts
Samples: Note Purchase Agreement (Indenet Inc), Note Purchase Agreement (Indenet Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Los Angeles or the state courts of the State of New York California sitting in the City of New York Los Angeles in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Esat Inc), Securities Purchase Agreement (Esat Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (New Visual Corp), Securities Purchase Agreement (New Visual Corp)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Wilmington or the state courts of the State of New York Delaware sitting in the City of New York Wilmington in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Rim Semiconductor CO), Bridge Loan Agreement (Rim Semiconductor CO)
Governing Law Miscellaneous. This The rights and duties of the parties to this Agreement shall shall, pursuant to New York General Obligations Law Section 5-1401, be governed by and interpreted in accordance with the laws law of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofYork. This Agreement shall be binding upon, and inure solely to the benefit of of, the Company and be binding upon the Underwriters except to the extent provided in Section 9(e) hereof, and their respective heirs, executors, administrators, successors and assigns assigns, and no other person shall acquire or have any right under or by virtue of each this Agreement. No person who purchases any of the parties hereto. All pronouns and any variations thereof refer to Securities from the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement Underwriters shall be legal and binding on all parties heretodeemed a successor or assign by reason merely of such purchase. This Agreement may be signed in executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the SEC’s office in Washington, D.C. is open for business. The headings of word “or” shall not be exclusive, and all references in this Agreement to the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or subdivision hereof, and the captions to such Sections and subdivisions are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity construction hereof. The Company is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal or enforceability state income tax benefits expected to be claimed with respect to such transaction, without the Underwriters imposing any limitation of any kind. In all dealings hereunder, the Representatives of the remainder Underwriters of this Agreement or the validity or enforceability Securities shall act on behalf of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements each of such Underwriters, and understandings among the parties hereto with respect shall be entitled to the subject matter hereofact and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly.
Appears in 2 contracts
Samples: Underwriting Agreement (Ameren Corp), Underwriting Agreement (Ameren Corp)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Failure of any party to exercise Nothing in this Section shall affect or limit any right or remedy under to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or otherwise, the other Transaction Documents were not performed in accordance with their specific terms or delay by a party in exercising such right were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or remedy, shall not operate as a waiver thereof. This Agreement shall inure injunctions to the benefit of and be binding upon the successors and assigns of each prevent or cure breaches of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings provisions of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation ofother Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this Agreement. being in addition to any other remedy to which any of them may be entitled by law or equity.
(b) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
(c) This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Trident Brands Inc), Purchase Agreement (Trident Brands Inc)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(b) In the event one or more of the provisions of this Amendment should, for any reason, be held to be wholly performed invalid, illegal or unenforceable in any respect, such state invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and without giving effect to this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
(c) This Amendment contains the principles thereof regarding the conflict of laws. Each entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Company and the Holder. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereofassigns.
Appears in 2 contracts
Samples: Warrant Amendment Agreement (Authentidate Holding Corp), Warrant Amendment Agreement (Lazarus Management Co LLC)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York, New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Lenders for any reasonable legal fees and disbursements incurred by the Lender Lenders in enforcement of or protection of any of its rights under any of the Transaction Agreements. this Agreement
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof; provided, however, that except as set forth herein, the Transaction Documents delivered in May and July 2003 shall remain in full force and effect.
k. The parties acknowledge that the Lenders are not acting as a "group" with respect to the restructuring of Veridium's obligations as such term is defined under the Securities Exchange Act of 1934.
Appears in 2 contracts
Samples: Investment Agreement (Veridium Corp), Investment Agreement (Veridium Corp)
Governing Law Miscellaneous. a) This Agreement shall be is governed by and interpreted will be construed in accordance with the laws of the State Commonwealth of New York for contracts Kentucky without regard to conflicts of law provisions, regardless of where you may conduct business, except that Section 23 will be wholly performed in such state and without giving effect to governed by the principles thereof regarding the conflict of lawsFederal Arbitration Act. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass If any part of this Agreement is not enforceable, the City remaining provisions will remain valid and enforceable. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. A waiver by us of New York or the state courts any of the State covenants, conditions, or agreements to be performed by you or any breach thereof will not be construed to be a waiver of New York sitting any succeeding breach or of any other covenant, condition or agreement contained in this Agreement.
b) WE MAKE NO WARRANTIES TO YOU, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Our sole liability to you or any third party for any claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of the delay of, or interruption in the City of New York services provided or to be provided by us hereunder, will be to use reasonable efforts to commence or resume the services as promptly as reasonably practicable. Should we be required to defend a claim brought by you and we prevail, we will be entitled to reimbursement from you, and you agree to pay us all costs, attorneys’ fees and any other expenses incurred in connection with those proceedings. No action, regardless of form, arising out of or related to this Agreement may be brought by you more than one (1) year after the cause of action has accrued.
c) You agree to comply with all applicable federal, state, and international laws and governmental rules and regulations relating to the operation of your business.
d) We, in providing services, are acting as an independent contractor and do not undertake by this Agreement or otherwise to perform any dispute arising of your regulatory or contractual obligations. We have the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by us under this Agreement.
e) You agree to comply with the Rules. The Rules are incorporated into this Agreement by reference as if they were fully set forth in this Agreement. You further agree to comply with all applicable state, federal and local laws, rules and regulations, as amended from time to time (“Laws”), including but not limited to laws and regulations regarding anti-money laundering compliance, in completing Card transactions, submitting them to us, performing your obligations under this Agreement and otherwise conducting your business. You will assist us in complying in a complete and timely manner with all Laws and Rules now or hereafter applicable to any Card transaction or this Agreement. You will execute and deliver to us all such instruments we may from time to time reasonably deem necessary. It is your responsibility to know all applicable Laws and the Rules that apply to your acceptance of the other Transaction Agreements Cards and hereby waivesfor ensuring that your equipment complies with all Laws and Rules. You agree to indemnify, to the maximum extent permitted by lawdefend and hold us harmless from and against any loss, any objection, cost or damage (including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements court costs) incurred as a result of your failure to comply with applicable Laws or Rules.
f) You will be liable for and will indemnify and reimburse us for all attorneys’ fees and other costs and expenses paid or incurred by us in the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwiseAgreement, or delay in collecting any amounts due from you to us or to any agent of ours, or resulting from any breach by you of this Agreement.
g) NPC and Bank are not a party in exercising such right or remedyto, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto have no liability with respect to the subject matter hereofto, your contractual relationships with third party service providers.
Appears in 2 contracts
Samples: Card Processing Agreement, Merchant Services Agreement
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Sonoma College Inc), Bridge Loan Agreement (Sonoma College Inc)
Governing Law Miscellaneous. This Agreement shall be governed by (including the documents and interpreted in accordance with instruments referred to herein) constitutes the laws of entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement parties, or any of the other Transaction Agreements and hereby waivesthem, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof; is not intended to confer upon any other Person any rights or remedies hereunder; and shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of New York. The parties hereto agree that the U.S. District Court for the Southern District of New York shall have exclusive jurisdiction over any dispute or controversy arising out of or in relation to this Agreement and any judgment, determination, arbitration award, finding or conclusion reached or rendered in any other jurisdiction shall be null and void between the parties hereto. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. This Agreement may be executed in one or more counterparts which together shall constitute a single agreement. If any provisions of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly.
Appears in 2 contracts
Samples: Purchase Agreement (American Home Products Corp), Purchase Agreement (Basf Aktiengesellschaft /Fa/)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted construed solely and exclusively in accordance with the internal laws of the State of New York for contracts to be wholly performed in such state and without giving effect regard to the conflicts of laws principles thereof regarding thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the conflict City, County and State of lawsNew York. Each of By its execution hereof, the parties consents hereby covenant and irrevocably submit to the exclusive in personam jurisdiction of the federal courts whose districts encompass any part of the City of New York or the and state courts of located in the City, County and State of New York sitting and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements.
(ii) The Company and the Purchasers acknowledge and agree that irreparable damage would occur in the City event that any of New York in connection with any dispute arising under the provisions of this Agreement or any the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and hereby waivesto enforce specifically the terms and provisions hereof and thereof, this being in addition to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, other remedy to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of which any of its rights under any of the Transaction Agreements. them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile or pdf transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hamptons Extreme, Inc.), Securities Purchase Agreement (DecisionPoint Systems, Inc.)
Governing Law Miscellaneous. A. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amedia Networks, Inc.), Securities Purchase Agreement (Amedia Networks, Inc.)
Governing Law Miscellaneous. This Except for issues involving Nevada law which shall be governed by and interpreted in accordance with the laws of the State of Nevada, this Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts Florida, without regard to be wholly performed in such state and without giving effect to the its principles thereof regarding the of conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Florida or the state courts of the State of New York sitting in the City of New York Florida in connection with any dispute arising under this Agreement or any of the other Transaction Agreements transactions contemplated hereby, and hereby waives, to the maximum extent permitted by law, any objection, including any objection objections based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, of this Agreement. This Agreement and each of the Primary Documents have been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability unenforceability of this Agreement in any other jurisdiction. This Agreement shall inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto, including any transferees of the Series B Preferred Stock and the Warrants. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.. All references to the "Knowledge of the Company" means the actual knowledge of any of the Company, the Insider and Xxxxxxx X. Xxxxxx, Xx. after reasonable investigation and due diligence. This Agreement, together with the other Primary Documents, including any certificate, schedule, exhibit or other document delivered to their terms, constitutes the entire agreement among the parties hereto with respect to the subject matters hereof and thereof, and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to such subject matters. If any action should arise between the parties hereto to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be reimbursed for all reasonable expenses incurred in connection with such action, including reasonable attorneys' fees
Appears in 1 contract
Samples: Securities Purchase Agreement (Tangible Asset Galleries Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Los Angeles or the state courts of the State of New York California sitting in the City of New York Los Angeles in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Documents.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rim Semiconductor CO)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law.
(b) Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(c) Each Holder hereby represents that it is the owner of the Prior Note issued to be wholly performed in it and that such state and without giving effect to the principles thereof regarding the conflict of lawsPrior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.
(d) This Amendment contains the entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. This Amendment may not be amended or modified except in the manner for amendment of the federal courts whose districts encompass Prior Notes and the Security Agreement as set forth therein. The observance of any part term of the City of New York this Amendment may be waived (either generally or the state courts of the State of New York sitting in a particular instance and either retroactively or prospectively) in the City manner set forth in the Prior Notes and the Security Agreement. The failure of New York any party at any time or times to require performance of any provision hereof shall in connection with no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any dispute arising under term, condition, or provision of this Agreement Amendment, in any one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each of assigns.
(e) Each Holder has been advised and had the parties heretoopportunity to consult with an attorney or other advisor prior to executing this Amendment. All pronouns The undersigned Holder understand, confirms and any variations thereof refer agrees that counsel to the masculine, feminine or neuter, singular or plural, Company is not acting as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect counsel to the subject matter hereof.Holder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel. [Signature Page Follows]
Appears in 1 contract
Samples: Omnibus Amendment Agreement
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of in New York or the state courts of County in the State of New York sitting in the City of New York as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. Purchaser Initial: ______ Company Initial: ____ _
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boston Therapeutics, Inc.)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
c. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
d. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.
e. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.
f. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.
g. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.
h. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. In the event for any reason, any payment by or act of the Company or the Buyer with respect to any of the Transaction Agreements shall result in payment of interest which would exceed the limit authorized by or be in violation of the law of the jurisdiction applicable to the Transaction Agreements, then IPSO FACTO the obligation of the Company to pay interest or perform such act or requirement shall be reduced to the limit authorized under such law, so that in no event shall the Company be obligated to pay any such interest, perform any such act or be bound by any requirement which would result in the payment of interest in excess of the limit so authorized. In the event any payment by or act of the Company shall result in the extraction of a rate of interest in excess of a sum which is lawfully collectible as interest, then such amount (to the extent of such excess not returned to the Company) shall, without further agreement or notice between or by the Company or the Buyer, be deemed applied to the payment of the liquidation preference of the Preferred Stock, if any, immediately upon receipt of such excess funds by the Buyer, with the same force and effect as though the Company had specifically designated such sums to be so applied and the Buyer had agreed to accept such sums as an interest-free prepayment thereof. If any part of such excess remains after the liquidation preference has been paid in full, whether by the provisions of the preceding sentences of this paragraph (k) or otherwise, such excess shall be deemed to be an interest-free loan from the Company to the Buyer, which loan shall be payable immediately upon demand by the Company. The provisions of this paragraph (k) shall control every other provision of the Transaction Agreements.
Appears in 1 contract
Samples: Securities Purchase Agreement (Citadel Technology Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Computerized Thermal Imaging Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect regard to the principles thereof regarding the conflict of lawsconflicts of law. Each of the parties consents Company and the Buyer hereby submits to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or United States Federal and the state courts of the State of located in New York sitting in the City of County, New York in connection with respect to any dispute arising under this Agreement or any of the other Transaction Agreements Agreements, or the transactions contemplated hereby or thereby and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof.
j. In no event, except as specifically contemplated by the terms of any of the Transaction Agreements, shall either party be liable under any of the Transaction Agreements or otherwise for any consequential, incidental, indirect, punitive or special damages of any nature whatsoever (including, without limitation, any damages arising out of or in connection with any loss of profit, loss of business or anticipatory profits), even if the other party has been advised of the likelihood of such damages occurring to the non-defaulting party. The provisions of this Section 12(j) shall not limit the direct obligations of either party to the other party pursuant to a specific provision of any of the Transaction Agreements.
k. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
l. The language of this Agreement shall, in any and all cases, for any and all purposes, and in any and all circumstances be construed as a whole, according to its fair meaning, not strictly for or against the Company or the Buyer, and with no regard whatsoever to the identity or status of any person or persons who drafted all or any part of this Agreement.
Appears in 1 contract
Samples: Exchange Agreement (Univec Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of in New York or the state courts of County in the State of New York sitting in the City of New York as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the Purchaser Initial: _/s/ JF_____ maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Security Purchase Agreement (Blue Water Global Group, Inc.)
Governing Law Miscellaneous. (a) This Agreement Amendment shall be governed by and interpreted construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for contracts convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(b) In the event one or more of the provisions of this Amendment should, for any reason, be held to be wholly performed invalid, illegal or unenforceable in any respect, such state invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and without giving effect to this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
(c) This Amendment contains the principles thereof regarding the conflict of laws. Each entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the federal courts whose districts encompass Company and the Holders. The failure of any part party at any time or times to require performance of any provision hereof shall in no manner affect the City rights at a later time to enforce the same. No waivers of New York or the state courts exceptions to any term, condition, or provision of the State of New York sitting this Amendment, in the City of New York in connection with any dispute arising under this Agreement one or any of the other Transaction Agreements and hereby waivesmore instances, shall be deemed to the maximum extent permitted by lawbe, any objectionor construed as, including any objection based on FORUM NON CONVENIENS, to the bringing a further or continuing waiver of any such proceeding in such jurisdictions. To the extent determined by such courtterm, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwisecondition, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofprovision. This Agreement Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns assigns.
(d) Each Holder has engaged and consulted with its own attorneys prior to the execution of each this Amendment. The Holders understand, confirm and agree that counsel to the Company is not acting as counsel to any of the parties heretoHolders and the undersigned Holders have not relied upon any legal advice except as provided by its own attorneys and counsel. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereofSignature page follows.
Appears in 1 contract
Samples: Warrant Amendment Agreement
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by lawbylaw, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. 12/09/04
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws 8.1 THIS GUARANTY AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW. GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF OHIO COURTS IN CONNECTION WITH SECURED PARTY’S ENFORCEMENT OF ANY OBLIGATIONS UNDER OR IN RESPECT OF THIS GUARANTY. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY. Time is of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting essence in the City payment and performance of New York all Secured Obligations and all of Guarantor’s obligations and liabilities owing to Secured Party hereunder. This Guaranty shall not be deemed to create any right in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate except as a waiver thereof. This Agreement provided herein and shall inure to the benefit of of, and be binding upon upon, the successors and assigns of each Guarantor and Secured Party. This Guaranty constitutes the entire agreement of the parties hereto. All pronouns Guarantor and any variations thereof refer Secured Party relative to the masculinesubject matter hereof, feminine and there are no prior or neutercontemporaneous understandings or agreements, singular whether oral or pluralin writing, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among between the parties hereto with respect to the subject matter hereof.. No subsequent modification of, or supplement to, this Guaranty shall be enforceable against any party hereto
Appears in 1 contract
Samples: Guaranty (Global Energy, Inc.)
Governing Law Miscellaneous. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to California.
(b) This Agreement may be wholly performed executed in such state counterparts and without giving effect to the principles thereof regarding the conflict of laws. Each of by the parties consents to hereto on separate counterparts, all of which together shall constitute one and the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requiresame instrument. A facsimile transmission of this signed Agreement bearing a signature on behalf of a party hereto shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterpartssuch party.
(c) The headings, each of which shall be deemed an original. The headings captions and footers of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
(d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
(e) This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement.
(f) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, or any course of dealings between the parties, shall not operate as a waiver thereof or an amendment hereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or exercise of any other right or power.
(g) Any notices required or permitted to be given under the terms of this Agreement shall be sent by mail or delivered personally (which shall include telephone line facsimile transmission) or by courier and shall be effective five days after being placed in the mail, if mailed, or upon receipt, if delivered personally or by courier, in the case of the Company addressed to the Company at its address shown in the introductory paragraph of this Agreement (facsimile number (408) 000-0000) xx, in the case of the Buyer, at its address shown on the signature page of this Agreement, with a copy to Genesee Investments, 10500 X.X. 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxxxx 00000-0000 (xxcsimile number 206-462-4645) or such other address as a party shall have provided by notice to the other party in accordance with this provision. The Buyer hereby designates as its address for any notice required or permitted to be given to the Buyer pursuant to the Certificate of Designations the address shown on the signature page of this agreement, with a copy to: GFL Advantage Fund Limited, c/o Xxxxxxx Xxxxxxxxxxx, 00000 X.X. 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxxxx 00000-0000 (xxcsimile number 206-462-4645), until the Buyer shall designate another address for such purpose.
(h) The Buyer shall have the right to assign it rights and obligations under this Agreement with respect to the purchase of all or any portion of the Preferred Shares to another investment fund, provided such assignee, by written instrument duly executed by such assignee, assumes all obligations of the Buyer hereunder with respect to the purchase of the portion of the Preferred Shares
(i) The respective representations, warranties, covenants and agreements of the Buyer and the Company contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall survive the delivery of payment for the Preferred Shares and shall remain in full force and effect regardless of any investigation made by or on behalf of them or any person controlling or advising any of them.
(j) This Agreement supersedes all prior agreements and understandings among its Annexes set forth the entire agreement between the parties hereto with respect to the subject matter hereofhereof and supersedes all prior agreements and understandings, whether written or oral, with respect thereto.
(k) The Buyer shall have the right to terminate this Agreement by giving notice at any time at or prior to the Closing Date if:
(1) the Company shall have failed, refused, or been unable at or prior to the date of such termination of this Agreement to perform any of its obligations hereunder;
(2) any other condition of the Buyer's obligations hereunder is not fulfilled; or
(3) the closing shall not have occurred on a Closing Date on or before November 8, 1996, other than by reason of a breach of this Agreement by the Buyer. Any such termination shall be effective upon the giving of notice thereof by the Buyer.
Appears in 1 contract
Samples: Subscription Agreement (JTS Corp)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.
f. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on the transmitting party.
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of lawsTHIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waivesEACH OF THE PARTIES CONSENTS TO THE JURISDICTION OF THE FEDERAL COURTS WHOSE DISTRICTS ENCOMPASS ANY PART OF THE CITY OF NEW YORK OR THE XXXXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT AND HEREBY WAIVES, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, any objectionANY OBJECTION, including any objection based on INCLUDING ANY OBJECTION BASED ON FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requireTO THE BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS. A signed facsimile transmission of this signed Agreement shall constitute delivery thereof and shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement. This Agreement supersedes and the other Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Telesource International Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyers for any reasonable legal fees and disbursements incurred by the Lender Buyers in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by the written consent of a majority in interest of the holders of the Notes and an instrument in writing signed by the party to be charged with enforcement thereof. Company.
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (5 G Wireless Communications Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company losing Party shall reimburse the Lender successful Party for any reasonable legal fees and disbursements incurred by the Lender successful Party in enforcement of or protection of any of its rights or defense of its actions under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof.
j. In no event, except as specifically contemplated by the terms of any of the Transaction Agreements, shall either party be liable under any of the Transaction Agreements or otherwise for any consequential, incidental, indirect, punitive or special damages of any nature whatsoever (including, without limitation, any damages arising out of or in connection with any loss of profit, loss of business or anticipatory profits), even if the other party has been advised of the likelihood of such damages occurring to the non-defaulting party. The provisions of this Section 9(j) shall not limit the direct obligations of either party to the other party pursuant to a specific provision of any of the Transaction Agreements.
k. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eagle Supply Group Inc)
Governing Law Miscellaneous. This (a) The rights and duties of the parties to this Agreement shall shall, pursuant to New York General Obligations Law Section 5-1401, be governed by and interpreted in accordance with the laws law of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereofYork. This Agreement shall be binding upon, and inure solely to the benefit of of, the Company and be binding upon the Underwriters except to the extent provided in Section 9(e) hereof, and their respective heirs, executors, administrators, successors and assigns assigns, and no other person shall acquire or have any right under or by virtue of each this Agreement. No person who purchases any of the parties hereto. All pronouns and any variations thereof refer to Securities from the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement Underwriters shall be legal and binding on all parties hereto. deemed a successor or assign by reason merely of such purchase.
(b) This Agreement may be signed in executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The headings words “execution”, “signed” and “signature” and words of like import in this Agreement or in any certificate pursuant to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, AdobeSign).
(c) Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the SEC’s office in Washington, D.C. is open for business. The word “or” shall not be exclusive, and all references in this Agreement to the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or subdivision hereof, and the captions to such Sections and subdivisions are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity construction hereof.
(d) The Company is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal or enforceability state income tax benefits expected to be claimed with respect to such transaction, without the Underwriters imposing any limitation of any kind.
(e) In all dealings hereunder, the Representatives of the remainder Underwriters of this Agreement or the validity or enforceability Securities shall act on behalf of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements each of such Underwriters, and understandings among the parties hereto with respect shall be entitled to the subject matter hereofact and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly.
Appears in 1 contract
Samples: Underwriting Agreement (Ameren Corp)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Michigan for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties Parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Ixxxxx County or the state courts of the State of New York Michigan sitting in the City of New York Ixxxxx County in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party Party to exercise any right or remedy under this Agreement or otherwise, or delay by a party Party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties Parties hereto. The Buyer shall have the right to assign all or any portion of this Agreement, the Note, the Replacement Warrants, any Conversion Shares, and the Registration Rights Agreement to (a) any Affiliate of the Buyer, (b) any investors in the Buyer or its direct assignees or (c) any other “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1000 Xxx.
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
f. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all Parties hereto.
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party Party to be charged with enforcement thereof. ,
j. This Agreement amends and restates the Original Agreement and supersedes all prior other agreements and understandings among the parties Parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Purchase Agreement (Xg Sciences Inc)
Governing Law Miscellaneous. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed and enforced in accordance with the internal laws of the State of New York for contracts to be wholly performed in such state and York, without giving effect regard to the principles thereof regarding the conflict of lawsconflicts of law thereof. Each of the parties consents party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any dispute arising transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any of the other Transaction Agreements and hereby way any right to serve process in any manner permitted by law. Each party irrevocably waives, to the maximum fullest extent permitted by applicable law, any objection, including and all right to trial by jury in any objection based on FORUM NON CONVENIENS, to the bringing of any such legal proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement arising out of or protection of any of its rights under any of the Transaction Agreements. Failure of any party relating to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity transactions contemplated hereby. If either party shall commence an action or enforceability proceeding to enforce any provisions of this Agreement a Transaction Document, then the prevailing party in any other jurisdiction. This Agreement may such action or proceeding shall be amended only by an instrument in writing signed reimbursed by the other party to be charged for its' reasonable attorneys fees and other costs and expenses incurred with enforcement thereof. This Agreement supersedes all prior agreements the investigation, preparation and understandings among the parties hereto with respect to the subject matter hereofprosecution of such action or proceeding.
Appears in 1 contract
Samples: Securities Purchase Agreement (Stratus Services Group Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyers for any reasonable legal fees and disbursements incurred by the Lender Buyers in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by the written consent of a majority in interest of the holders of the Debentures and an instrument in writing signed by the party to be charged with enforcement thereof. Company.
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.. -14- NEXT PAGE
Appears in 1 contract
Governing Law Miscellaneous. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws, except to the extent that the Minnesota Business Corporation Act would apply to the Internal Corporate Governance of the Company. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Investor for any reasonable legal fees and disbursements incurred by the Lender Investor in enforcement of or protection of any of its rights under any of the Transaction Related Agreements. .
(b) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
(c) This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
(d) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
(e) A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
(f) This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
(g) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
(h) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. If any such invalidity, unenforceability or illegality of a provision of this Agreement becomes known or apparent to any of the parties hereto, the parties shall negotiate promptly and in good faith in an attempt to make appropriate changes and adjustments to such provision specifically and this Agreement generally to achieve as closely as possible, consistent with applicable law, the intent and spirit of such provision specifically and this Agreement generally.
(i) This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
(j) This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Exchange Agreement (Bio Key International Inc)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company prevailing party shall reimburse the Lender be reimbursed for any reasonable legal fees and disbursements incurred by relating to the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of lawsIsrael. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York Tel-Aviv courts, Israel in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Primary Documents or relating to the offer or sale of the Notes and Warrants, and Ordinary Shares, and hereby waives, to the maximum extent permitted by law, any objection, including any objection objections based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To The Purchasers are entering into this Agreement, each separately from the extent determined by such courtothers, the Company shall reimburse the Lender thus each Purchaser will not be responsible for any reasonable legal fees and disbursements incurred act or omission of the other Purchasers, including a breach by the Lender in enforcement of or protection latter of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right provisions or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties heretorepresentations contained herein. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, of this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability enforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement shall inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto, including any transferees of the Securities. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofCompany and the holders of at least sixty-six percent (66%) of principal amount of the outstanding Notes issued under this Agreement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Iis Intelligent Information Systems LTD)
Governing Law Miscellaneous. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF RHODE ISLAND, WITHOUT REFERENCE TO APPLICABLE CONFLICT OF LAW PRINCIPLES. GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF RHODE ISLAND COURTS IN CONNECTION WITH TEXTRON'S ENFORCEMENT OF ANY OF GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY. This Agreement Guaranty shall not be governed by and interpreted deemed to create any right in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate except as a waiver thereof. This Agreement provided herein and shall inure to the benefit of of, and be binding upon upon, the successors and assigns of each Guarantor and Textron. THIS GUARANTY CONSTITUTES THE ENTIRE AGREEMENT OF GUARANTOR AND TEXTRON RELATIVE TO THE SUBJECT MATTER HEREOF. NO MODIFICATION OF, OR SUPPLEMENT TO, THIS GUARANTY SHALL BIND TEXTRON UNLESS THE SAME IS IN WRITING AND IS SIGNED BY AN AUTHORIZED OFFICER OF TEXTRON. Upon the request of Textron, Guarantor shall deliver to Textron certified personal and/or business financial statement(s) and such other financial information as Textron may reasonably request. Guarantor agrees that Textron may, without the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part consent of, or affect the interpretation ofnotice to, this AgreementGuarantor, assign all or any portion of its rights hereunder to any other party to which any Guaranteed Obligation is transferred, assigned or negotiated. If any provision Guarantor shall be liable for all attorneys' fees and other costs and expenses incurred by Textron in connection with Textron's enforcement of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereofGuaranty.
Appears in 1 contract
Governing Law Miscellaneous. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to California.
(b) This Agreement may be wholly performed executed in such state counterparts and without giving effect to the principles thereof regarding the conflict of laws. Each of by the parties consents to hereto on separate counterparts, all of which together shall constitute one and the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requiresame instrument. A facsimile transmission of this signed Agreement bearing a signature on behalf of a party hereto shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. such party.
(c) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
(d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This .
(e) No failure or delay by any party in exercising any right or remedy under this Agreement or otherwise, and no course of dealing between the parties, shall operate as a waiver thereof or amendment of this Agreement, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or exercise of any other right or power.
(f) Neither this Agreement nor any term thereof (including this paragraph) may be amended only by an instrument amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the party to be charged with enforcement thereofenforcement.
(g) Any notices required or permitted to be given under the terms of this Agreement shall be sent by mail or delivered personally (which shall include telephone line facsimile transmission) or by courier and shall be effective five days after being placed in the mail, if mailed, or upon receipt, if delivered personally or by courier, in each case addressed to a party at such party's address shown in the introductory paragraph or on the signature page of this Agreement (facsimile number 000-000-0000, in the case of the Company, and as set forth on the signature page hereof, in the case of the Buyer) or such other address as a party shall have provided by notice to the other party in accordance with this provision. This The Buyer hereby designates as its address and telephone line facsimile transmission number for any notice required or permitted to be given to the Buyer pursuant to the Certificate of Designations or the Registration Rights Agreement supersedes all prior agreements the address and understandings among telephone line facsimile transmission number set forth on the parties hereto signature page hereof, until the Buyer shall by notice to the Company designate another address or telephone line facsimile transmission number for such purpose.
(h) The Buyer shall have the right to assign its rights and obligations under this Agreement with respect to the subject matter hereofpurchase of all or any portion of the Preferred Shares and the Warrants to another investment fund, provided such assignee, by written instrument duly executed by such assignee, assumes all obligations of the Buyer hereunder with respect to the purchase of the portion of the Preferred Shares and the Warrants so assigned and makes the same representations and warranties with respect thereto as the Buyer makes in this Agreement, whereupon the Buyer shall be relieved of any further obligations, responsibilities and liabilities with respect to the purchase of all or the portion of the Preferred Shares and the Warrants the obligation for the purchase of which has been so assigned. In the case of any such assignment, the Company shall agree in writing with such assignee to make available to such assignee the benefits of the Registration Rights Agreement with respect to the Common Shares issuable on conversion of the Preferred Shares and exercise of the Warrants with respect to which the purchase under this Agreement has been so assigned.
Appears in 1 contract
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Michigan for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties Parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Xxxxxx County or the state courts of the State of New York Michigan sitting in the City of New York Xxxxxx County in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party Party to exercise any right or remedy under this Agreement or otherwise, or delay by a party Party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties Parties hereto. The Buyer shall have the right to assign all or any portion of this Agreement, the Note, the Warrant, any Conversion Shares, the Registration Rights Agreement, and (only with the written consent of the Company except with respect to an assignment to an Affiliate of the Buyer) the Voting Rights Agreement to: (a) any Affiliate of the Buyer, (b) any investors in the Buyer or its direct assignees, or (c) any other “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 0000 Xxx.
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
f. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all Parties hereto.
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party Party to be charged with enforcement thereof. This .
j. All dollar amounts referred to or contemplated by this Agreement supersedes all prior agreements and understandings among the parties hereto with respect or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the subject matter hereofcontrary.
Appears in 1 contract
Samples: Purchase Agreement (Xg Sciences Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Michigan for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties Parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Ixxxxx County or the state courts of the State of New York Michigan sitting in the City of New York Ixxxxx County in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party Party to exercise any right or remedy under this Agreement or otherwise, or delay by a party Party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties Parties hereto. The Buyer shall have the right to assign all or any portion of this Agreement, the Note(s), the Master Lease Agreement and any lease schedules thereunder, the Replacement Warrant, any Conversion Shares, and the Registration Rights Agreement to (a) any Affiliate of the Buyer, (b) any investors in the Buyer or its direct assignees or (c) any other “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1000 Xxx.
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
f. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all Parties hereto.
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party Party to be charged with enforcement thereof. .
j. This Agreement amends and restates the First Amendment Agreement and supersedes all prior other agreements and understandings among the parties Parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Purchase Agreement (Xg Sciences Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York, New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Investor for any reasonable legal fees and disbursements incurred by the Lender Investor in enforcement of or protection of any of its rights under any this Agreement
b. At the Closing Date, the Company shall reimburse the Investor for the legal fees and expenses incurred in connection with the preparation and negotiation of the Transaction Agreements by paying to up to an aggregate of $10,000 for the preparation and negotiation of the Transaction Agreements. Other than the amounts contemplated in the immediately preceding sentence, each party shall pay the fees and expenses of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
d. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
e. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
f. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
g. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
h. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
i. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
j. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
k. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Health Sciences Group Inc)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws 8.1 THIS GUARANTY AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW. GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF OHIO COURTS IN CONNECTION WITH SECURED PARTY’S ENFORCEMENT OF ANY OBLIGATIONS UNDER OR IN RESPECT OF THIS GUARANTY. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY. Time is of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting essence in the City payment and performance of New York all Secured Obligations and all of Guarantor’s obligations and liabilities owing to Secured Party hereunder. This Guaranty shall not be deemed to create any right in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate except as a waiver thereof. This Agreement provided herein and shall inure to the benefit of of, and be binding upon upon, the successors and assigns of each Guarantor and Secured Party. This Guaranty constitutes the entire agreement of the parties hereto. All pronouns Guarantor and any variations thereof refer Secured Party relative to the masculinesubject matter hereof, feminine and there are no prior or neutercontemporaneous understandings or agreements, singular whether oral or pluralin writing, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among between the parties hereto with respect to the subject matter hereof.. No subsequent modification of, or supplement to, this Guaranty shall be enforceable against any party hereto unless the same is in writing and is duly signed by an authorized officer or representative of the party against whom enforcement is sought. Guarantor agrees to maintain a minimum personal net worth of $2,000,000 during the term of this Guaranty. Guarantor agrees that Secured Party may, without the consent of, or notice to, Guarantor, assign all or any portion of this right hereunder to any other party to which all or any portion of the Secured Obligations are transferred, assigned or negotiated (an “Assignee”), and Guarantor shall execute and deliver to Secured Party upon Secured Party’s request such further and additional documents, instruments and assurances as Secured Party deems necessary (a) in order to acknowledge and confirm for the benefit of Secured Party or any Assignee all of the terms and conditions this Guaranty and Secured Party’s or Assignee’s rights with respect thereto, and Guarantor’s compliance with all of the terms and provisions hereof and (b) to preserve, protect and perfect Secured Party’s or Assignee’s right, title or interest hereunder and in any Collateral or other property securing any Secured Obligations or any obligations of Guarantor owing to Secured Party or any Assignee, including without limitation, such UCC financing statements or amendments, corporate resolutions, certificates of compliance, notices of assignment or transfers of interests, and restatements and reaffirmations of Guarantor’s obligations owing to Secured Party or any Assignee and its representations and warranties with respect thereto as of the dates requested by Secured Party from time to time. The undersigned has executed this Guaranty as of the date set forth below. Dated as of: January 19, 2004 SIGNED AND DELIVERED AS OF THIS 19th day of January, 2004. GUARANTOR: Global Energy, Inc. /s/ Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxx President STATE OF OHIO ) ) ss COUNTY OF XXXXXXXX )
Appears in 1 contract
Samples: Guaranty
Governing Law Miscellaneous. A. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (BVR Technologies LTD)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State Province of New York Alberta for contracts to be wholly performed in such state province and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the non-exclusive jurisdiction of the provincial and federal courts whose districts encompass any part of the City of New York or the state courts of the State Province of New York sitting in the City of New York Alberta as in connection with any dispute arising under this Agreement or any of the other Transaction Agreements Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction AgreementsDocuments. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Purchase Agreement (Lithium Exploration Group, Inc.)
Governing Law Miscellaneous. a. This Agreement shall will be governed by and interpreted in accordance with the laws of the State of New York Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York Nevada in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall losing party will reimburse the Lender prevailing party for any reasonable legal fees and disbursements incurred by in the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. this Agreement.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall will not operate as a waiver thereof. .
c. This Agreement shall will inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. Intentionally left blank.
f. This Agreement may be signed in one or more counterparts, each of which shall will be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall will not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall will not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. written consent of both parties.
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Xumanii International Holdings Corp)
Governing Law Miscellaneous. 13.1. This Agreement shall be governed by and interpreted in accordance with shall be construed under the laws of the State Laws of New York for contracts without regard to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of lawslaws provisions thereof. Each Any provision of the parties consents this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the exclusive extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
13.2. The Company, to the extent that it may lawfully do so, hereby submits to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the York, State of New York sitting in and the City United States District Courts for the Southern District of New York in connection with York, as well as to the jurisdiction of all courts from which an appeal may be taken from the aforesaid courts, for the purpose of any dispute suit, action or other proceeding arising under this Agreement or any out of the other Transaction Agreements and hereby waives, to the maximum extent permitted breach by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights obligations under and with respect to this Agreement, and expressly waives any and all objections it may have as to venue in any of such courts.
13.3. THE COMPANY AND THE LENDER MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OR CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDER TO ACCEPT THE NOTE AND EXTEND THE TERM LOAN.
13.4. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto, shall survive the execution and delivery to the Lender of this Agreement, and shall continue in full force and effect so long as any indebtedness or obligation of the Company to the Lender hereunder is outstanding and unpaid. Whenever in this Agreement any of the Transaction Agreements. Failure parties hereto is referred to, such reference shall be deemed to include the successors and assign of any party to exercise any right or remedy under such party; and all covenants, promises and agreements contained in this Agreement by or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement on behalf of the Company shall inure to the benefit of and be binding upon the successors and assigns of each the Lender.
13.5. All notices and other communications hereunder shall be in writing, except as otherwise provided in this Agreement; and shall be sent by any one of the parties hereto. All pronouns following: certified mail, return receipt requested; overnight courier; confirmed telecopier or by hand and any variations thereof refer shall addressed (i) if to the masculineCompany, feminine or neuterto it at the Company's Address, singular or pluraland (ii) if to the Lender, as to it at the context may requireLender's Address. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which Notices shall be deemed an originaleffective three (3) days after deposit in the mail, if sent by certified mail; the next Business Day, if sent by overnight courier; upon confirmation, if sent by confirmed telecopier; and upon delivery, if sent by hand. The headings address of this Agreement are any party hereto for convenience such demands, notices and other communications may be changed by giving notice in writing at any time to the other party hereto.
13.6. No modification or waiver of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement Agreement, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be invalid in writing, and then such waiver or unenforceable consent shall be effective only in the specific instance, and for the purpose, for which given. No notice to, or demand on, the Company, in any jurisdictioncase, such invalidity shall entitle the Company to any other or unenforceability shall not affect future notice or demand in the validity same, similar or enforceability other circumstances.
13.7. Neither any failure or any delay on the part of the remainder of this Agreement Lender in exercising any right, power or privilege hereunder or under any other instrument given as security therefor, shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the validity exercise of any right, power or enforceability privilege.
13.8. The Lender may at any time pledge all or any portion of this Agreement in its rights under the loan documents including any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by portion of the party Note to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among any of the parties hereto with respect to twelve (12) Federal Reserve Banks organized under Section 4 of the subject matter hereof.Federal Reserve Act, 12 U.S.
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Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Wilmington or the state courts of the State of New York Delaware sitting in the City of New York Wilmington in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Bridge Loan Agreement (Msgi Security Solutions, Inc)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
K. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
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Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York Orange, California or the state courts of the State of New York California sitting in the City County of New York Orange in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by the written consent of a majority in interest of the holders of the Preferred Stock and an instrument in writing signed by the party to be charged with enforcement thereof. Company.
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Rubicon Financial Inc)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State Commonwealth of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requireMassachusetts. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereofenforcement. This Any notices required or permitted to be given under the terms of this Agreement supersedes all prior agreements shall be sent by mail or delivered personally (which shall include telephone line facsimile transmission) or by courier and understandings among shall be effective five days after being placed in the parties hereto mail, if mailed, or upon receipt, if delivered personally or by courier, in each case addressed to a party at such party's address shown in the introductory paragraph or on the signature page of this Agreement (facsimile number 508-921-5801, in the case of the Compxxx, xxx 000-834-6627, in the case of the Buyex) xx xxxx xther address as a party shall have provided by notice to the other party in accordance with this provision and, in the case of notice to the Company, with a copy to Foley, Hoag & Eliot, One Post Office Xxxxxe, Xxxxon, Xxxsaxxxxxxxx 00000, Xxxxxxxxx: Xxxxx Xxxxxxxx, Xxx. (xxcsimile numbex 000-000-0000) and, in the case of notice to the Buyer, with a copy to Law Offices of Brian W Pusch, Penthouse Suite, 29 Xxxx 00xx Xxreet, New York, New Yxxx 00000 (xxxxxxxxx xxxxxx 000-000-0000). The Buyer shall have the right to assign it rights and obligations under this Agreement with respect to the subject matter hereofpurchase of all or any portion of the Preferred Shares to another investment fund, provided such assignee, by written instrument duly executed by such assignee, assumes all obligations of the Buyer hereunder with respect to the purchase of the portion of the Preferred Shares so assigned and makes the same representations and -warranties with respect thereto as the Buyer makes in this Agreement, whereupon the Buyer shall be relieved of any further obligations, responsibilities and liabilities with respect to the purchase of all or the portion of the Preferred Shares so assigned. In the case of any such assignment, the Company shall agree in writing with such assignee to make available to such assignee the benefits of the Registration Rights Agreement with respect to the Common Shares issuable on conversion of the Preferred Shares with respect to which the purchase under this Agreement has been so assigned.
Appears in 1 contract
Samples: Subscription Agreement (Palomar Medical Technologies Inc)
Governing Law Miscellaneous. (a) This Agreement Consent shall be governed by and interpreted construed in accordance with the laws of the State of New York Delaware, without reference to principles of conflicts of law. Headings used herein are for contracts to convenience of reference only and shall not affect the meaning of this Consent. This Consent may be wholly performed executed in such state any number of counterparts, and without giving effect to by the principles thereof regarding parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the conflict same agreement. Executed counterparts may be delivered via facsimile or other means of laws. Each electronic transmission.
(b) This Consent contains the entire agreement and understanding of the parties consents with respect to its subject matter and supersedes all prior arrangements and understandings between the exclusive jurisdiction parties, either written or oral, with respect to its subject matter. This Consent may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by all of the federal courts whose districts encompass parties hereto. The observance of any part term of this Consent may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing party against whom enforcement of any such proceeding in such jurisdictionswaiver is sought. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure The failure of any party at any time or times to exercise require performance of any right provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or remedy under this Agreement or otherwiseexceptions to any term, condition, or delay by a party provision of this Consent, in exercising such right any one or remedymore instances, shall not operate as be deemed to be, or construed as, a further or continuing waiver thereofof any such term, condition, or provision. This Agreement Consent shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of each assigns.
(c) Each Senior Holder expressly represents and warrants that (a) before executing this Consent, such Senior Holder has fully informed himself or itself of the parties hereto. All pronouns terms, contents, conditions and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission effects of this signed Agreement shall be Amendment; (b) such Senior Holder has had the opportunity to seek the advice of his or its own counsel and advisors before executing this Consent; (c) this Consent is the result of arm’s length negotiations conducted by and among the parties; and (d) such Senior Holder acknowledges that the law firm of Xxxxxx & Xxxxxxxxx, LLP has been retained by the Company to prepare this Amendment as legal and binding on all parties hereto. This Agreement may be signed counsel for the Company, that Xxxxxx & Poliakoff, LLP does not represent any Senior Holder in one connection with the preparation or more counterparts, each of which shall be deemed an original. The headings execution of this Agreement are for convenience of reference Amendment, that such firm has not given any legal, investment or tax advice to any Senior Holder regarding this Consent and shall that such Senior Holder has not form part ofrelied upon any legal advice except as provided by its own attorneys. Xxxxxx & Xxxxxxxxx, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability LLP is expressly intended as a beneficiary of the remainder representations and warranties of the Senior Holder contained in this Agreement or the validity or enforceability of this Agreement in any other jurisdictionparagraph. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.[Signature Page Follows]
Appears in 1 contract
Samples: Consent and Amendment Agreement
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Bridge Loan Agreement (Brilliant Technologies, CORP)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Wilmington or the state courts of the State of New York Delaware sitting in the City of New York Wilmington in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Governing Law Miscellaneous. A. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Governing Law Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
(a) This Agreement Amendment shall be governed valid, binding, and enforceable against a party when executed and delivered by and interpreted in accordance with the laws an authorized individual on behalf of the State party by means of New York for contracts to be wholly performed (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in such Global and National -2- Commerce Act, state and without giving effect to the principles thereof regarding the conflict of laws. Each enactments of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass Uniform Electronic Transactions Act, and/or any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by relevant electronic signatures law, any objection, including any objection based on FORUM NON CONVENIENSrelevant provisions of the Uniform Commercial Code or UCC (collectively, “Signature Law”), in each case to the bringing extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any such proceeding in such jurisdictions. To other party and shall have no duty to investigate, confirm or otherwise verify the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of validity or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver authenticity thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement Amendment may be signed executed in one or more any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. The headings For the avoidance of this Agreement are for convenience of reference and shall not form part ofdoubt, or affect the interpretation of, this Agreement. If any provision of this Agreement original manual signatures shall be invalid used for execution or unenforceable indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
(b) The statements contained in the recitals to this Amendment shall be taken as the statements of the Issuer, and the Servicer, the Special Servicer, the Advancing Agent, the Trustee and the Note Administrator assume no responsibility for their correctness. None of the Servicer, the Special Servicer, the Advancing Agent, the Trustee or the Note Administrator makes any jurisdiction, such invalidity or unenforceability shall not affect representation as to the validity or enforceability of the remainder sufficiency of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement Amendment (except as may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto made with respect to the subject matter hereofvalidity of its own obligations hereunder). In entering into this Amendment, the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Trustee and the Note Administrator shall be entitled to the benefit of every provision of the Servicing Agreement relating to the conduct of or affecting the liability of or affording protection to the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Trustee and the Note Administrator.
Appears in 1 contract
Governing Law Miscellaneous. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the State Commonwealth of New York for contracts to Virginia.
(b) This Agreement may be wholly performed executed in such state counterparts and without giving effect to the principles thereof regarding the conflict of laws. Each of by the parties consents to hereto on separate counterparts, all of which together shall constitute one and the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requiresame instrument. A facsimile transmission of this signed Agreement bearing a signature on behalf of a party hereto shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. such party.
(c) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
(d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This .
(e) No failure or delay by any party in exercising any right or remedy under this Agreement or otherwise, and no course of dealing between the parties, shall operate as a waiver thereof or amendment of this Agreement, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or exercise of any other right or power.
(f) Neither this Agreement nor any term thereof (including this paragraph) may be amended only by an instrument amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in a writing signed by the party to be charged with enforcement thereofenforcement.
(g) Any notices required or permitted to be given under the terms of this Agreement shall be sent by mail or delivered personally (which shall include telephone line facsimile transmission) or by courier and shall be effective five days after being placed in the mail, if mailed, or upon receipt, if delivered personally or by courier, in each case addressed to a party at such party's address shown in the introductory paragraph or on the signature page of this Agreement, as the case may be (facsimile number 000-000-0000, in the case of the Company, and as set forth on the signature page hereof, in the case of the Buyer), or such other address as a party shall have provided by notice to the other party in accordance with this provision. This The Buyer hereby designates as its address and telephone line facsimile transmission number for any notice required or permitted to be given to the Buyer pursuant to the Certificate of Designations or the Registration Rights Agreement supersedes all prior agreements the address and understandings among telephone line facsimile transmission number set forth on the parties hereto signature page hereof, until the Buyer shall by notice to the Company designate another address or telephone line facsimile transmission number for such purpose.
(h) The Buyer shall have the right to assign its rights and obligations under this Agreement with respect to the subject matter hereofpurchase of all or any portion of the Warrants to another investment fund, provided such assignee, by written instrument duly executed by such assignee, assumes all obligations of the Buyer hereunder with respect to the purchase of the portion of the Warrants so assigned and makes the same representations and warranties with respect thereto as the Buyer makes in this Agreement, whereupon the Buyer shall be relieved of any further obligations, responsibilities and liabilities with respect to the purchase of all or the portion of the Warrants the obligation for the purchase of which has been so assigned. In the case of any such assignment, the Company shall agree in writing with such assignee to make available to such assignee the benefits of the Registration Rights Agreement with respect to the Common Shares issuable on exercise of the Warrants with respect to which the purchase under this Agreement has been so assigned.
Appears in 1 contract
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company and MHII shall reimburse the Lender Purchaser for any reasonable legal fees and disbursements incurred by the Lender Purchaser in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Purchase Agreement (Marshall Holdings International, Inc.)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York Los Angeles or the state courts of the State of New York California sitting in the City of New York Los Angeles in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company Seller shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. this Agreement.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cobb Resources Corp)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. NOTHING in this Section shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and an be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Bridge Loan Agreement (Brilliant Technologies, CORP)
Governing Law Miscellaneous. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
(ii) The Company and the Lender acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.
B. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
C. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
D. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
E. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
F. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
G. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
H. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
I. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
J. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
K. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
e. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
f. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all parties hereto.
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
k. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Securities Purchase Agreement (Omnicomm Systems Inc)
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City County of New York or the state courts of the State of New York sitting in the City County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictionsjurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Agreements and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.
Appears in 1 contract
Samples: Bridge Loan Agreement (Brilliant Technologies, CORP)
Governing Law Miscellaneous. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts Florida without regard to be wholly performed in such state and without giving effect to the principles thereof regarding the of conflict of laws. Each of .
(b) This Agreement may be executed in counterparts and by the parties consents to hereto on separate counterparts, all of which together shall constitute one and the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may requiresame instrument. A facsimile transmission of this signed Agreement bearing a signature on behalf of a party hereto shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterpartssuch party.
(c) The headings, each of which shall be deemed an original. The headings captions and footers of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
(d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This .
(e) No failure or delay by any party in exercising any right or remedy under this Agreement or otherwise, and no course of dealing between the parties, shall operate as a waiver thereof or amendment of this Agreement, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or exercise of any other right or power.
(f) Neither this Agreement nor any term thereof (including this paragraph) may be amended only by an instrument amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the party to be charged with enforcement thereofenforcement.
(g) Any notices required or permitted to be given under the terms of this Agreement, the Certificate of Designations, the Securities Purchase Agreement or the Registration Rights Agreement shall be sent by mail or delivered personally, by courier or by telephone line facsimile transmission and shall be effective five days after being placed in the mail, if mailed, certified, return receipt requested, or upon receipt, if delivered personally, by courier or by telephone line facsimile transmission, in each case addressed to a party. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect The addresses for such communications shall be: If to the subject matter hereof.Company: Viragen, Inc. 800 Xxxxxxxxx 00xx Xxxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Mr. Gxxxxx Xxxxx or Mx. Xxxxxx X. Healey With a copy to: Atlas, Pxxxxxxx, Trop & Borkson, P.A. New River Center 200 Xxxx Xxx Xxxx Xxxx. Xxxx Xxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000
Appears in 1 contract
Samples: Exchange Agreement (Viragen Inc)
Governing Law Miscellaneous. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENSforum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender Buyer for any reasonable legal fees and disbursements incurred by the Lender Buyer in enforcement of or protection of any of its rights under any of the Transaction Agreements. .
b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. .
c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. .
d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. .
e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. .
f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. .
g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. .
h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. .
i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. .
j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.among
Appears in 1 contract
Governing Law Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the each Lender for any reasonable legal fees and disbursements incurred by the such Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Technology Industries Inc)
