MISCELLANEOUS AND DEFINITIONS Sample Clauses

MISCELLANEOUS AND DEFINITIONS. 4.1 Clause 1.2.4 of MA2 shall be amended by the insertion of the words "Online Licence agreements" after the words "Blanket Licence Agreements" 4.2 The definition of "Licensing Scheme" in Clause 16.14 shall be amended by adding the words "and Online Licensing Scheme" to the end of the definition 4.3 The existing Clauses 16.10 to 16.17 shall be renumbered 16.11 to 16.18 and the existing Clauses 16.18 to 16.31 shall be renumbered 16.22 to 16.35 as applicable. 4.4 A new definition shall be inserted as Clause 16.10 as follows:
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MISCELLANEOUS AND DEFINITIONS a. For purposes of this Agreement in the event that both Policies are in fact surrendered or cancelled on the same date, the Policy whose surrender or cancellation would result in the largest "Remaining Amount" shall be deemed to have been surrendered or cancelled prior to the other Policy. Moreover, if the Owner surrenders or cancels one but not both Policies, and if surrender or cancellation of either Policy would result in a "Remaining Amount," the Owner may surrender or cancel only that Policy whose surrender or cancellation would result in the largest "Remaining Amount." b. As used in this Agreement:
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MISCELLANEOUS AND DEFINITIONS. 8.1 As used in this Agreement, the term:
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MISCELLANEOUS AND DEFINITIONS. Many of the words and phrases used in the Annex are defined in the main Membership Agreement and members should refer to that Agreement where there is no definition in the Annex. Members should also note that, except as stated in the Annex, all the relevant provisions of the main Membership Agreement apply to online exploitation as they apply to any other Sound-Bearing Copy.
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MISCELLANEOUS AND DEFINITIONS. 10.1 Unless otherwise set forth herein, all financial ratios and reports shall be calculated and prepared in accordance with generally acceptable accounting principles consistently applied. 10.2 The captions contained in this Agreement are inserted only as a matter of convenience and shall not be construed as defining, limiting, extending, or describing the scope of this Agreement, any section hereof, or the intent of any provision hereof. 10.3 All rights of Bank hereunder shall inure to the benefit of its successors and assigns, and all obligations of Borrower shall bind Borrower's successors and assigns. 10.4 Time is of the essence with regard to each and every provision of this Agreement. 10.5 Nothing in this Agreement shall be deemed a waiver or prohibition of Bank's right of banker's lien or setoff. 10.6 This Agreement, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties, and may be amended only by a writing signed by all parties. 10.7 If any provision of this Agreement shall be held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable. 10.8 Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Loan Agreement and other Loan Documents ("Disputes") between or among parties to this Loan Agreement shall be resolved by binding arbitration as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, claims arising from Loan Documents executed in the future, or claims arising out of or connected with the transaction reflected by this Loan Agreement. Arbitration shall be conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration Association (the "AAA") and Title 9 of the U.S. Code. All arbitration hearings shall be conducted in the city in which the office of Bank first stated above is located. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to clai...
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MISCELLANEOUS AND DEFINITIONS 
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Related to MISCELLANEOUS AND DEFINITIONS

  • Construction and Definitions Unless defined below or otherwise in this Annex A, all of the capitalized terms used in this Annex A shall have the meanings assigned to them in this Agreement:

  • RECOGNITION AND DEFINITIONS Section 1 - Recognition

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Introduction and definitions 1.1 This agreement (the “Grant Agreement”) consists of 23 Clauses, 2 Schedules and 2

  • MISCELLANEOUS CLAUSES 18.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement. 18.2. If any provision in this Agreement is agreed by the Parties to be, or is deemed to be, or becomes invalid, illegal, void or unenforceable under any law that is applicable hereto, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, with effect from the date of such agreement or such earlier date as the Parties may agree, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. 18.3. The Parties shall use their respective reasonable endeavours to ensure that the Parties and any necessary Independent Third Party shall do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the other Party or such Independent Third Party to carry the provisions of this Agreement. 18.4. This Agreement shall be binding upon and enure to the benefit of the Parties hereto, their successors and permitted assigns and sub-licensees. 18.5. No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the Parties unless specifically referred to, and solely to the extent provided, in any such other agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Development Agreement, the terms of the Development Agreement shall prevail unless this Agreement specifically provides otherwise. 18.6. No amendment, modification or addition hereto shall be effective or binding on either Party unless set forth in writing and executed by a duly authorised representative of each Party. 18.7. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. 18.8. Each of the Parties undertake to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement. 18.9. Each of the Parties hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. 18.10. Nothing contained in this Agreement is intended or is to be construed to constitute Elan and the Company as partners, or Elan as an employee of the Company, or the Company as an employee of Elan. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Independent Third Party.

  • Scope and Definitions 1. The provisions of this Chapter shall apply to standards, technical regulations, and conformity assessment procedures as defined in the WTO TBT Agreement in so far as they affect trade covered by this Agreement. 2. For the purposes of this Chapter, the definitions used by the WTO TBT Agreement shall apply.

  • Other Miscellaneous Terms The provisions of Article IX (General Provisions) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

  • Purpose and Definitions 1. The purpose of this Chapter is to promote the objectives of this Agreement by simplifying customs procedures in relation to bilateral trade between the Parties. 2. For the purposes of this Chapter:

  • Basic Lease Provisions and Definitions In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this Preamble, unless such meanings are expressly modified, limited or expanded elsewhere herein.

  • Interpretation and Definitions 2.01 For the purpose of this Agreement:

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