Miscellaneous 16. CUSTODY AGREEMENT This agreement made as of this 21st day of March, 2003, between UMB Bank, n.a., a national banking association with its principal place of business located at Kansas City, Missouri (hereinafter "Custodian"), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").
Miscellaneous 16. CUSTODY AGREEMENT This agreement made as of this 1st day of January, 1995, as amended September 24, 1998, between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and each of the Funds which have executed the signature page hereof together with such additional Funds which shall be made parties to this Agreement by the execution of a separate signature page hereto (individually, a "Fund" and collectively, the "Funds").
Miscellaneous 16. This Microsoft Academic Select Plus Agreement is entered into between the entities identified on the signature form. Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier. This agreement consists of (1) the terms and conditions of this agreement and the signature form, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement. The parties agree to be bound by the terms of this agreement.
Miscellaneous 16. This agreement is entered into between the entities identified on the signature form. Effective Date. The effective date of this agreement is the effective date of the first Enrollment or the date Microsoft accepts this agreement, whichever is earlier. This agreement consists of (1) these terms and conditions and the signature form, (2) the Product List, (3) the Product use rights, (4) any Enrollment entered into under this agreement, (5) any order submitted under this agreement, and (6) the eligibility criteria for Campus and School Agreement at xxxx://xxx.xxxxxxxxx.xxx/licensing/contracts as of the effective date of this agreement. Please note: Documents referenced in this agreement but not attached to the signature form may be found at xxxx://xxx.xxxxxxxxx.xxx/licensing/contracts and are incorporated by reference, including the Product List, Product use rights and the Qualified Educational User definition. These documents may contain additional terms and conditions for Products licensed under this agreement and may be changed from time to time. Institution should review such documents carefully, both at the time of signing and periodically, to ensure a full understanding of all terms and conditions applicable to Products licensed.
Miscellaneous 16. This Agreement is entered into between the Institution and Microsoft on the date identified on the signature form. Effective Date. The effective date of this agreement will be the date it is accepted by Microsoft; however, if the first Enrollment entered into under this agreement is given a Licensed Period with a starting date that is earlier than the date this agreement is accepted by Microsoft, the effective date of this agreement will be that earlier date. This agreement consists of (1) these terms and conditions and the signature form, (2) the Product List, (3) the Product use rights applicable to Products licensed under this agreement, (4) any Enrollment entered into under this agreement, (5) any order submitted under this agreement, and (6) the eligibility criteria for Campus and School License program at xxxx://xxxxxxxxx.xxx/licensing/contracts as of the effective date of this agreement. Terms and Conditions
Miscellaneous 16. Section 12.1 Notices. 16 Section 12.2 Captions. 16 Section 12.3 Remedies Cumulative. 17 Section 12.4 Entire Agreement. 17 Section 12.5 Non-Waiver. 17 Section 12.6 Severability. 17 Section 12.7 Survival of Covenants, Representations and Warranties. 17 Section 12.8 Governing Law. 18 Section 12.9 Costs. 18 Section 12.10 Counterparts. 18 Section 12.11 Assignment. 18 Section 12.12 Independent Contractor. 18 Section 12.13 Further Assurances. 18 Section 12.14 Time of the Essence. 19 Section 12.15 Construction. 19
Miscellaneous 16. 1 In the event that any provision, term, condition or object of this Sub-License Agreement may be in conflict with any law, measure, ruling, court judgment (by consent or otherwise), or regulation of the government of China or of any political subdivision thereof, and the legal counsel of either party shall advise that in their considered opinion such conflict, or a reasonable possibility of such conflict exists, then either party may propose to the other appropriate modifications of the allegedly offending provision, term, condition or object to avoid such conflict. In such case, if an agreement or modification is not reached within sixty (60) days, the offending provision, term, condition or object shall be cancelled, but the remaining part of this Sub-License Agreement shall be preserved to the fullest possible extent, if this can be done without frustration of the purpose of this Sub-License Agreement, giving due consideration to all lawful provisions, terms conditions and objects of this Sub-License Agreement. 16.2 It is the intent of the parties that the preceding Section 16.1 and any other part of this Sub-License Agreement shall be governed by the principle of severability permitting invalidation of any provision, term, clause or section for illegality without impairment of the lawful remainder of this Sub-License Agreement which shall remain in full force and effect. <PAGE> 16.3 Nothing in this Sub-License Agreement shall be construed to permit or entitle Sub-Licensee to use said Trademarks, any subsisting Trade Secret, any confidential Know-how, any trade dress, any get-up or any notice referring to Sub-Licensor or License Holder, beyond the termination of this Sub-License Agreement or of the particular Trademark or Trade Secret license. Sub-Licensee shall cease production of the Beverage promptly after such termination or notice of termination. 16.4 The waiver by either party of any right or the failure by either party to exercise any power hereunder shall not be deemed as a waiver of any other right or power of such party hereunder whether of a similar nature or otherwise. 16.5
Miscellaneous 16. 1.1 Purpose 1 6.1 Expenses 16
Miscellaneous 16. Section 5.1 Amendments, Etc. 16 Section 5.2 Notices, Etc. 16 Section 5.3 Assignability 16 Section 5.4 Costs, Expenses and Taxes 18 Section 5.5 No Proceedings; Limitation on Payments 18 Section 5.6 Confidentiality 18 Section 5.7 GOVERNING LAW AND JURISDICTION 19 Section 5.8 Execution in Counterparts 19 Section 5.9 Survival of Termination 19 Section 5.10 WAIVER OF JURY TRIAL 19 Section 5.11 Entire Agreement 20 Section 5.12 Headings 20 Section 5.13 Issuer’s, Administrator’s, Seller’s and Servicer’s Liabilities 20 Section 5.14 Purchase Option 20 EXHIBIT I Definitions EXHIBIT II Conditions of Purchases EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events EXHIBIT VI Supplemental Perfection Representations, Warranties and Covenants SCHEDULE I Credit and Collection Policy SCHEDULE II Lock-Box Banks and Lock-Box Accounts SCHEDULE III Trade Names SCHEDULE IV Location of Records of Seller ANNEX A-1 Form of Information Package (Settlement Date) ANNEX A-2 Form of Information Package (Inter-Settlement Date) ANNEX B Form of Purchase Notice ANNEX C Form of Paydown Notice
Miscellaneous 16. Section 11.1 Parties Obligated and Benefited 16 Section 11.2 Publicity 16 Section 11.3 Notices 16 Section 11.4 Attorney’s Fees 17 Section 11.5 Headings 17 Section 11.6 Choice of Law 17 Section 11.7 Rights Cumulative 17 Section 11.8 Further Actions 18 Section 11.9 Counterparts 18 Section 11.10 Entire Agreement 18 Section 11.11 Survival of Representations 18 SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION THIS SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 19, 2012 (the “Agreement”), by and among Oraco Resources, Inc., a Nevada corporation (“ORACO”), Oracom, Inc., a Nevada corporation and wholly-owned subsidiary of ORACO (“ORACOM”), and iAlarm, Inc., a Utah corporation (“IALARM”). Together, ORACO, ORACOM and IALARM are referred to collectively as the “Parties.”
