Miscellanea. 1) Notwithstanding anything in this MoU to the contrary, neither Party shall have any legally binding obligation to the other Party as a result of the execution of this MoU, or otherwise relating to this MoU or the subject matter hereof. Although the Parties will try to reach one or more future agreements as to the matters described herein, this MoU shall not require the Parties to reach any future agreement, and, notwithstanding anything in this MoU to the contrary, neither Party shall have any liability to the other Party as a result of the Parties’ failure to reach one or more future agreements.
2) Neither Party shall reassign this MoU or any of its responsibilities without the other Party’s prior written consent.
3) The failure of either Party to enforce any term hereof shall not be deemed a waiver of any rights contained herein.
4) If any provision of this MoU is determined to be invalid or unenforceable under any controlling law, the invalidity or unenforceability of that provision shall not affect the validity or enforceability of the remaining provisions of this MoU.
Miscellanea a. This Agreement constitutes the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or proposals of the parties relating to the matter of this Agreement.
b. Any provision of this Agreement that may be deemed invalid or unenforceable shall in no way invalidate or render unenforceable the remainder of this Agreement, which shall remain in full force and effect.
c. The failure or delay of a party at any time to enforce performance of this Agreement shall not be construed as a waiver of the right of such party to enforce performance of this Agreement at any subsequent time.
d. No amendment to or waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties.
e. For purposes of this Agreement, the singular shall include the plural and vice versa.
f. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Miscellanea. 20.1. This Agreement, of which all the links referred to herein are an integral and substantive part, constitutes the entire agreement made between the Parties with respect to the subject matter hereof and fully supersedes all prior agreements, understandings, arrangements or negotiations, written or oral, between the Parties concerning the subject matter hereof.
20.2. The headings in this Agreement are for ease of reference only and shall not be construed as restricting or limiting any of the terms hereof or as affecting the meaning or interpretation of this Agreement.
20.3. The fact that either Party tolerates or fails to promptly enforce its rights under one or more provisions of this Agreement shall never be construed as a general and implied waiver by such Party of its rights as a result of such breach, nor shall it prevent such Party from subsequently requiring strict and precise compliance with any and all provisions of the Agreement.
20.4. Without prejudice to the provisions of Section 1419 of the Civil Code, if one or more of the provisions of this Agreement is or becomes invalid or unenforceable under applicable law, or as a result of rulings by competent courts or arbitral tribunals, the validity and enforceability of the remaining provisions of this Agreement shall not be affected in any way, unless such provision constituted a determining reason for entering into this Agreement and, more generally, unless the possibility to reach the purpose of this Agreement is affected.
20.5. Agile may unilaterally amend this Agreement. Subsequent use of the Service shall be deemed to constitute acceptance of the same amendments and/or additions by the Client.
20.6. The Client is expressly prohibited from assigning this Agreement and the rights arising therefrom, in whole or in part, for any reason, without Xxxxx’s prior written consent. In any case, it is understood that Agile is hereby authorised to use third parties and/or operators to provide the Service.
Miscellanea. Annex 1.
Miscellanea. The provisions of clauses 15 (Confidentiality), 16 (Announcements), 17 (Successors), 18 (Assignment), 19 (Notices), 21 (Variation and Waiver), 22 (Counterparts), 23 (Whole Agreement) and 24 (Invalidity) of the Global Settlement Deed are incorporated into this Agreement mutatis mutandis with references to “this Deed” therein to being deemed to be a reference to this Agreement.
Miscellanea. 12.1 All the obligations of the Sellers hereunder shall be joint and several.
12.2 The Sellers hereby acknowledge that Impco is listed on an official stock exchange and that, as a consequence, it is subject to severe rules in relation to release of communications to the market. As a consequence the Parties agree that no communication shall be publicly made by either of the Parties without the written consent of the other Party. The Parties shall use their best efforts to coordinate the respective communications to the public. The provisions of this Clause 11.2 shall not apply to any disclosure which any of the Parties may be forced to make for the purposes of enforcing judicially any of its rights or that is required by an order of a competent public authority or to comply with mandatory provisions of law, provided that in all such cases the disclosing Party shall give the other Party written notice of such disclosure as soon as legally possible and will be under an obligation to limit the disclosure to the extent strictly necessary for the relevant purposes.
12.3 Without prejudice to the foregoing, the Sellers hereby agree that at any moment after the Execution Date they shall not (and shall cause the Company not to) make any communication or release concerning the Parent and/or the Company, which may have a direct or indirect impact on Impco’s stock price, whether positive or negative, without the prior consent of Impco.
Miscellanea a. This Agreement constitutes the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or proposals of the parties relating to the matter of this Agreement.
b. Any provision of this Agreement that may be deemed invalid or unenforceable shall in no way invalidate or render unenforceable the remainder of this Agreement, which shall remain in full force and effect.
c. No amendment to or waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties.
d. For purposes of this Agreement, the singular shall include the plural and vice versa.
e. The section headings contained in this Agreement are for reference purposes only and shall
Miscellanea. 17.1. The invalidity of a provision of the present Agreement does not affect the validity of the other provisions of the Agreement and thus does not entail the invalidity of the entire Agreement.
17.2. If a Party refrains from invoking a default by the other Party, this shall under no circumstances mean that the former permanently refrains from invoking this default at a later point in time. If one of the Parties fails to insist on the exercise of its rights resulting from this Agreement on one or more occasions, this cannot be regarded as a waiver of these provisions or rights and these provisions and rights remain in full force. A once-only or partial exercise of rights or legal means by one of the Parties does not exclude a further or subsequent exercise of these rights or legal means or the exercise of other rights or legal means.
17.3. This Agreement covers the complete agreement between the Parties with respect to its subject and contains all items negotiated and agreed upon between the Parties. The Agreement supersedes any agreement, announcement, offer, proposal or correspondence, either oral or written, exchanged or concluded between the Parties prior to the Date of Commencement and relating to the same subject matter.
17.4. Any change to the Agreement is to be made in writing and signed by the legal representatives of the Parties.
Miscellanea. 8.1 The Agreement shall not be amended other than as explicitly provided in this Amendment; the provisions that have not been specifically amended shall therefore be regarded as unmodified by this Amendment.
8.2 This Amendment may be executed in three (3) or more counterparts, each of which will be deemed an original, but all of which together will constitute one (1) and the same instrument. For purposes of executing this agreement, a facsimile copy of this Amendment, or .pdf copy, including the signature pages, will be deemed an original.
Miscellanea. 9 This collaboration agreement (hereinafter referred to as “Agreement”) is made between: EGI Foundation, a not-for-profit foundation established under the Dutch law to coordinate the EGI federation (hereinafter referred to as “EGI”) and The University of Cape Town through the Inter-University Institute for Data Intensive Astronomy IDIA, a university incorporated in terms of the Higher Education Act, 1997, and the statute of the University of Cape Town, promulgated under Government Notice No. 1199 of 20 September 2002, as amended, herein represented by Professor Xxxxx Xxxxxxxx, in her capacity as Deputy Vice-Chancellor of the University of Cape Town and she being duly authorized thereto, having its principal place of business at Xxxxxxx Building, Lower Campus, Lovers’ Walk, Rondebosch, 7700 (hereinafter referred to as “UCT/IDIA”) EGI and University of Cape Town/IDIA shall hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
