MISCELLANEOUS GENERAL TERMS Sample Clauses

MISCELLANEOUS GENERAL TERMS. During the term of this Agreement and 24 months thereafter, Tridium or Tridium’s designee can, during normal business hours upon reasonable notice, access, inspect and audit, your compliance with the Agreement and you will furnish such information and access to personnel as Tridium may reasonably request. You may not assign or transfer this Agreement without Tridium’s prior written consent, except that you may assign this Agreement or your rights and obligations under this Agreement solely to a purchaser of the real property and/or hardware on which the software is installed, provided (i) you provide the purchaser with a copy of this Agreement and (ii) the purchaser agrees to comply with all of the terms and conditions of this Agreement. Tridium may assign this Agreement without your consent. Any descriptions of future product direction or intended updates (including new or improved features) are for informational purposes only and are not binding commitments on Tridium to deliver any material, code or functionality. The development and release of any such updates is at Tridium’s sole discretion, unless agreed upon otherwise in writing. Tridium reserves the right to charge additional fees for new or improved features or functionality. Notices must be provided in English and in writing to a party’s address (including electronic address) specified in the Order, and will be effective upon (i) three business days after sending it by reputable overnight courier; or (ii) except for notices of termination or a claim which must be sent by courier, three business days after sending it by email. Delays or failures in performance beyond a party’s reasonable control are excused (except failure to pay). Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches and waivers must be in writing. The parties are independent contractors of the other. The controlling version of the Agreement is the English language version. The Agreement is the entire agreement, superseding all prior or contemporaneous written and verbal agreements or proposals and cannot be modified except by written agreement. Conflicts among the Agreement will be resolved by giving precedence as follows: (a) any document or clause that states its precedence is before other terms of the Agreement for its subject matter; (b) XXXX; (c) Price List and (d) Order. Customer purchase orders are identifi...
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MISCELLANEOUS GENERAL TERMS 
Sample 1

Related to MISCELLANEOUS GENERAL TERMS

  • 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.

  • 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.

  • 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.

  • Miscellaneous and General Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Provisions The following miscellaneous provisions are a part of this Agreement:

  • Miscellaneous Terms and Conditions 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • Miscellaneous Items Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Line of Credit as may reasonably be requested by Lender.

  • Miscellaneous Provision It is hereby understood that, to be entitled to the benefits under this Agreement, the MEMBER hereby waives his/her consent to the disclosure and processing of his/her medical/health information which is determinative for the assessment of his/her coverage and necessary for the treatment of his/her illness. MediCard, its Medical Service Units/Teams and its Accredited Hospitals/Clinics are hereby released from any liability by reason of such disclosure.

  • Miscellaneous Rules 1 The provisions of this Agreement shall not be construed to restrict in any manner any exclusion, exemption, deduction, credit, or other allowances now or hereafter accorded: (a) by the laws of a Contracting State in the determination of the tax imposed by that State; or (b) by any other agreement entered into by a Contracting State.

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