Miscellaenous Sample Clauses
Miscellaenous. (a) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, relating to the subject matter hereof, including, but not limited to, the Original Letter Agreement, which is hereby terminated and of no force or effect. You acknowledge and agree that you are not entitled to any further fees or other compensation under the Original Letter Agreement and all obligations of the Company under the Original Letter Agreement have been satisfied in full.
(b) The terms, provisions and conditions of this Agreement are solely for the benefit of the parties hereto and their respective heirs, successors and permitted assigns and no other person or entity shall acquire or have a right by virtue of this Agreement. This Agreement may not be assigned by any party without prior written consent of the other parties.
(c) No provision of this Agreement may be waived or amended except in a writing signed by the parties. A waiver or amendment of any term or provision of this Agreement shall not be construed as a waiver or amendment of any other term or provision.
(d) This Agreement may be executed by facsimile signatures and in multiple counterparts, each of which shall be deemed an original. It shall not be necessary that each party executes each counterpart, or that any one counterpart be executed by more than one party so long as each party executes at least one counterpart.
(e) This Agreement shall be governed by and constructed under the laws of the State of Delaware without regard to such state’s conflicts of law principles, and may be amended, modified or supplemented only by written instrument executed by parties hereto.
Miscellaenous. This Agreement contains all agreements, promises and understandings between the Parties regarding this transaction, and no oral agreement, promises or understandings shall be binding upon either party in any dispute, controversy or proceeding.
Miscellaenous. The Company hereby represents and warrants to the Holders that other than as contemplated by this Amendment (i) no Event of Default (as defined in the Purchase Agreement) exists on the date hereof, (ii) on the date hereof, all representations, warranties and covenants made by the Company under the Documents are true, correct and complete, and (iii) on the date hereof, the Company’s covenant requirements have been met under the Documents.
Miscellaenous. This Agreement is binding upon the parties hereto and their successors and assigns. This Agreement may only be amended by a writing signed by all of the parties hereto and may be waived only by a writing signed by the party charged with such waiver. This Agreement may be signed in more than one counterpart, each of which shall be considered to be an original, but all of which shall constitute one and the same Agreement. This Agreement is government by and shall be construed in accordance with the laws of the State of Delaware.
Miscellaenous. This MoU shall be appended to and form an integral part of the SLA (with necessary changes if agreed upon by the Parties). (The Remainder of This Page Intentionally Left Blank) Agreement No.: GEE21-009 4 / 7 Appendix A Work Flow （Note: This is a temporary process and will be replaced by an updated one upon agreement between both parties.） Payable (Prepay) Application（应（预）付款审批） 10 1 40 30 20 50 70 60 Step Executor operation Submit （申请） Controller Approval （管控人审核） Audit Accounting （审核会计） Finance Approval （财务部审核） Approve （审批） Cashier （出纳） System: the OrganizationHeader of Department、the OrganizationGeneralManager of Department (系统：部门的组织负责人、部门的组织分管领导) Business: the header of Department、Departmental Leadership （业务：总监、总工） Automatic acquisition, can be modified （自动带出，可以修改） System: the G/L accountant expense of applicant (系统：申请人组织总账会计（费用类）) Business: Accounting （业务：总账会计（费用类）） Automatic acquisition, can be modified （自动带出，可以修改） System: the FinanciallyResponsiblePerson of applicant (系统：申请人组织财务负责人) Business: Financial header （业务：财务部长） Automatic acquisition, can be modified （自动带出，可以修改） 当╛ 与╜ 一致时：跳过该步骤 System: the OrganizationHeader of applicantĎ s 2nd Level Organization (系统：申请人2级组织负责人) Business: General manager （业务：总经理） Temporary approval by Project General Director 临时交由项目总指挥代为审批 Automatic acquisition, can be modified （自动带出，可以修改） System: the Teller of applicant (系统：申请人组织出纳) Business: Teller （业务：出纳） Automatic acquisition, can be modified （自动带出，可以修改） Approve （同意） Reject （驳回） GoBack （返回） Approve （同意） Reject （驳回） GoBack （返回） 填写实报金额 Approve （同意） Reject （驳回） GoBack （返回） Approve （同意） Reject （驳回） GoBack （返回） Approve （同意） Reject （驳回） GoBack （返回） End （结束） Mail notic l mailAddress of applicant (邮件通知申请人) General Xxxxxx （总账） System: the Level 2 Extended Attributes of applicant about General Ledger Accounting (Transaction) (系统：提起人2级扩展属性总账会计-往来类) Business: General Ledger （业务：总账会计） Approve （同意） GoBack （返回） Polestar Geely Initiate payment application 发起付款申请 Relevant vouchers must be uploaded, such as settlement documents(if applicable), Invoice copies, receipts, PO/contracts(only information relevant for payment), budget approval forms(like budget No.), fund plans, and Approval Form by Polestar; *Supplier information relevant for payment like bank infomation needs to provided. 需上传相关凭证证明，如：结算单(如适用)、发票复 印件、收货单、PO/合同(仅与付款相关的信息)、预 算审批表(如预算号)、资金计划表、极星方审批单； *需要提供和付款相关的供应商信息，如银行信息； Agreement No.: GEE21-009 5 / 7 (Signature page) The Parties may execute this MoU in counterparts, including elec...
Miscellaenous. Notices 124123 Section 9.02 Waivers; Amendments 126125 Section 9.03 Expenses; Indemnity; Damage Waiver 129127 Section 9.04 Successors and Assigns 131130 Section 9.05 Survival 135134 Section 9.06 Counterparts; Integration; Effectiveness 135134 Section 9.07 Severability 136134 Section 9.08 Right of Setoff 136134 Section 9.09 Governing Law; Consent to Service of Process 136135 Section 9.10 WAIVER OF JURY TRIAL 137135 Section 9.11 Headings 137136 Section 9.12 Confidentiality 137136 Section 9.13 Material Non-Public Information 138136 Section 9.14 Interest Rate Limitation 138137 Section 9.15 Release of Liens and Guarantees 139137 Section 9.16 Platform; Borrower Materials 139138 Section 9.17 USA PATRIOT Act 140138 Section 9.18 No Advisory or Fiduciary Responsibility 140138 Section 9.19 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 140139 Section 9.20 Acknowledgment Regarding Any Supported QFCs 141139 SCHEDULES: Schedule 1.01B – Lenders and Commitments Schedule 1.01C – Auction Procedures Schedule 1.01D – Immaterial Subsidiaries Schedule 2.16 – Payment Instructions Schedule 5.15 – Certain Post-Closing Obligations EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Borrowing Request Exhibit C – Form of Security Agreement Exhibit D – Form of Guarantee Agreement Exhibit E – Form of Perfection Certificate Exhibit F – Form of Interest Election Request Exhibit G-1 – U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-2 – U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-3 – U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-4 – U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit H – Form of Solvency Certificate CREDIT AGREEMENT (this “Agreement”) dated as of June 23, 2021, (as amended by Amendment No. 1, this “Agreement”), among MaxLinear, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Xxxxx Fargo Bank, National Association, as Administrative Agent and Collateral Agent.
Miscellaenous. 15.1. Insertion of headings are for convenience only and shall not affect the construction or interpretation of this AGREEMENT.
15.2. This AGREEMENT shall inure to the benefit of the successors and assignees of that part of the business of each of the PARTIES to which the subject matter of this AGREEMENT is related. This AGREEMENT or any right hereunder, shall not be sold, assigned, transferred by SIRION to THIRD PARTIES without first obtaining the prior express consent of THEA in writing.
Miscellaenous. 43 Section 11.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 11.2
Miscellaenous. 5.1. All communications, notices and disclosures required or permitted by this Loan Agreement shall be in writing to the following addresses or facsimile numbers and all payments to be made under this Loan Agreement shall be made to the following bank account numbers: Notices and payment to the Startup: Name: Attn.: Address: Place of residence: Bank account number (IBAN): Email: Eco Wave Power Ltd. Loan agreement PortXL Netherlands B.V. 16 Homa U’Xxxxxx St. Tel-Aviv, Israel 0000000 XX000000000000000000000 Xxxx@xxxxxxxxxxxx.xxx Notices and payments to PortXL: Name: PortXL Netherlands B.V. Attn.: Name Startup Address: Xxxxxxxxxxxxxx 000, 0000 XX Xxxxx of residence: ROTTERDAM Bank account number: XX00 XXXX 0000 0000 00 Email: xxxx@xxxxxx.xxx
5.2. No variation of this Loan Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties.
5.3. If any provisions of this Loan Agreement shall become illegal, invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be impaired.
5.4. The Startup shall not be entitled to assign, transfer, charge, encumber or other wise deal in any way whatsoever with all or any part of its benefits and obligations hereunder to any other person, unless with the prior written consent of the PortXL.
Miscellaenous. A. This IGA is solely for the benefit for These Counties and shall not be relied upon by any third party as a basis of any claim, lawsuit or complaint.
B. The validity or unenforceability of any provision of this IGA shall not affect the other provisions, and this IGA shall be construed as if such invalid or un- enforceable provisions were omitted.
C. In the event that rules promulgated by the CDHS conflict with provisions in this IGA, the state rules shall control.