Miscellaneous Additional Provisions. A. This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder ("Guarantor") and their successors and assigns hereby subject themselves to the jurisdiction of any state or federal court located within such county, waive the personal service of any process upon them in any action or proceeding therein and consent that such process be served by certified or registered mail, return receipt requested, directed to the Tenant and any successor at Tenant's address hereinabove set forth, to Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two (2) business days after such process is so mailed.
B. By lease of even date herewith (the "Companion Lease") Landlord leased to Tenant the entire tenant occupancy area of the 13th floor of the Building. Tenant agrees that any default under the Companion Lease shall be deemed a default under this lease and that any default under this lease shall be deemed a default under the Companion Lease. In the event that Landlord shall exercise any right to cancel this lease or the Companion Lease for default of Tenant, the term of this lease and/or the Companion Lease, as the case may be, shall expire.
C. Supplementing Rule 5 and Part L of Article 44, Landlord will permit Tenant to display the name of Tenant's subtenant on the entrance door of the Demised Premises and in the elevator lobby of the Demised Premises, subject to the reasonable approval of Landlord as to size, color and style of such display. [ILLEGIBLE] [GRAPHIC] ================================================================================ 0 Xxxx 00xx Xx. XXX XXXX, XXX XXXX FLOOR - 6 ================================================================================ EXHIBIT B RULES AND REGULATIONS
1. The rights of tenants in the entrances, corridors, elevators and escalators of the Building are limited to ingress to and egress from the tenants' premises for the tenants and their employees, licensees and invitees, and no tenant shall use, or permit the use of, the entrances, corridors, escalators or elevators for any other purpo...
Miscellaneous Additional Provisions. 36A. Notwithstanding anything herein to the contrary, and so long as the Tenant is current in the payment of the Rent, the parties agree that any dispute arising out of or related to this Lease shall be resolved exclusively by arbitration in Roanoke, Virginia, provided however that neither Landlord nor Tenant shall commence an arbitration proceeding unless and until such party shall first give a written notice (a “Dispute Notice”) to the other party setting forth the nature of the dispute. The parties shall first attempt in good faith to resolve the dispute without resorting to arbitration. If the dispute has not been resolved by the parties within thirty (30) days after delivery of a Dispute Notice, then either party may proceed with the filing of a demand for arbitration. The arbitration shall be initiated and administered according to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect on the date of the Dispute Notice, and the parties agree that a single arbitrator, mutually selected by the parties, will preside over the proceeding. The arbitration will be initiated by the certified mailing of a Demand for Arbitration by one party to the other. If the parties cannot agree upon an arbitrator within thirty (30) days after a Demand for Arbitration has been made, the parties shall seek appointment of an arbitrator by the Circuit Court for the City of Roanoke. The arbitrator shall base the award on applicable law and judicial precedent and, unless both parties agree otherwise, shall include in such award the findings of fact and conclusions of law upon which the award is based. The ruling of the arbitrator shall be final and binding on the parties, and any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The losing party shall pay the costs of the arbitration, the legal fees and all other reasonable costs incurred by the winning party.
Miscellaneous Additional Provisions. A. This lease is offered for signature by Tenant and it is understood that this Lease shall not be binding upon Owner or Tenant unless and until Owner and Tenant shall each have executed and unconditionally delivered a fully executed copy of this Lease to the other.
B. This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this Lease shall be litigated only in courts located within the County of New York. Tenant, and its successors and assigns hereby subject themselves to the jurisdiction of any state or federal court located within such county, waive the personal service of any process upon them in any action or proceeding therein and consent that such process be served by certified or registered mail, return receipt requested, directed to the Tenant and any successor at Tenant’s address hereinabove set forth, and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made three (3) business days after such process is so mailed.
C. All agreements provided for in this Lease, whether between the parties or between either or both of the parties hereto and one or more other parties shall be in writing.
D. Subject to force-majeure, Tenant shall have access to the demised premises 24 hours per day, seven days per week, 365 days per year.
Miscellaneous Additional Provisions. The Parties hereby add the following terms and conditions to the Contract:
A. Licensed Program
1. Contractor hereby grants to System Agency:
i. a non-exclusive, subscription based (subject only to termination sections under the Contract) non-transferable license to use Netsmart’s RevConnect software (“Licensed Program”) in object code form only for System Agency’s internal business purposes and not to process the data of any other entity;
ii. the foregoing license to support one production System Agency database and the number of named users of the Licensed Program;
iii. the foregoing license on the number of servers, operating system and for access by the maximum number of simultaneous users in accordance with the Contract. The foregoing license grant may be exercised by System Agency and its employees and independent contractors (provided that such independent contractors undertake in writing to be bound by all applicable restrictions in the Contract) on System Agency’s equipment for System Agency’s internal business purposes or authorized government purposes provided they are added as named users for the Licensed Program.
2. Except as expressly stated in the Contract, no other Licensed Program rights, express, implied or otherwise are granted to System Agency.
3. Nothing in the Contract will be deemed to convey any title or ownership interest in the Licensed Program to System Agency. System Agency will not sell, disclose, lease, sublease, lend or otherwise make the Licensed Program available to anyone who does not need access to the Licensed Program in order for System Agency to use the Licensed Program to accomplish System Agency’s intended purpose.
4. System Agency agrees to reproduce any copyright notices and/or other proprietary legends, regardless of form, contained in, affixed to, or appearing on the Licensed Program.
5. System Agency will not disassemble or reverse engineer any component of the Licensed Program nor attempt to access or modify the source code version of the Licensed Program and will not make any derivations, adaptations, or translations of the Licensed Program in whole or in part nor use the Licensed Program to develop functionally similar computer software or to otherwise compete with Contractor.
6. In the event of any conflict between this Licensed Program Section A. and Article V. Intellectual Property of the Uniform Terms and Conditions, this Licensed Program section will control.
Miscellaneous Additional Provisions a. Consistent with its operation of an incubator program, RCTC may from time to time provide business advice to and consult with Client Company either directly or through a third party. In such an event neither RCTC or the third party is responsible for the quality or correctness of the advice and Client Company shall bring no claims against RCTC and or the Third Party, on account of the advice, assistance, consultations, services, etc.
b. Consistent with it operation of an incubator program, RCTC may, from time to time require periodic information regarding the Client Company’s business. For example, such information may include identification of owners and key employees, the number of employees, amount of capital invested in company, business plans, status of business, revenues, etc. Providing this information is designed to enable RCTC to provide advice to the Client Company. Thus, Client Company shall timely comply with all such requests.
c. Client Company shall use the Demised Premises consistent with the operation of its business in the context of a shared business incubator environment and shall not disturb, disrupt or interfere with other tenants, incubator management, their guests, contractors and any other activities occurring in the Incubator.
d. No smoking or use of candles or open flames of any nature are permitted in the Building and in the demised premises at any time.
e. Actions required to be taken by Landlord under its Lease with the N.J. Economic Development Authority and/ or in compliance with Government orders and laws and regulations shall not be a default or breach of this Lease, shall not be cause for termination by Tenant and shall not subject Landlord to any liability.
Miscellaneous Additional Provisions. Waiver of Landlord's Lien.......
Miscellaneous Additional Provisions. 3.1 This Amendment shall constitute an integrated part of the Termination Agreement and all the other provisions not amended in this Amendment shall remain effective. In case of any inconsistency between the provisions of the Termination Agreement and this Amendment, the latter shall prevail.
3.2 This Amendment shall become effective upon the date of the last Party’s signature to this Amendment.
3.3 Each Party hereby releases and discharges the other from all claims or demands under or in connection with the Transition Services provided in Exhibit 5 (Transition Plan) of the Termination Agreement including without limitation claims for negligence, whether arising before or on the Effective Date of this Amendment, in each case whether known or unknown to the releasing Party. For avoidance of doubt, the foregoing is not intended to limit or amend, the Parties indemnity obligations under the Termination Agreement.
Miscellaneous Additional Provisions. The Parties hereby add the following terms and conditions to the Contract:
Miscellaneous Additional Provisions. This Agreement contains the entire Agreement of the Parties and each Party acknowledges there were no other oral agreements, representations, warranties or statements of fact made prior to or at the time of the signing of this Agreement. In the event of any disputes between the parties arising out of this Agreement, the prevailing Party shall be allowed reasonable attorney fees and costs incurred in any negotiation, mediation, arbitration, litigation or any appeal. Each Party whose signature appears below acknowledges that he has read all of the provisions of the foregoing Agreement, understands them, has sought independent advice regarding the legal effect of the provisions herein, and agrees to be bound by said provisions. This Agreement has been prepared by the joint efforts of all Parties and shall be interpreted fairly and simply and not strictly for or against either Party. If any Party to this Agreement is an entity such as a corporation, limited liability company or limited partnership, the person signing this Agreement that he or she is authorized and has authority to sign this Agreement on behalf of the entity.
Miscellaneous Additional Provisions
