Miscellaneous Other Terms Sample Clauses

Miscellaneous Other Terms. This Agreement and all Order(s) and SOW’s constitute the entire Agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. No modification or waiver of any term of this Agreement is effective unless both parties sign it. Neither party may assign or transfer this Agreement or an Order to a third-party, except that the Agreement with all Orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party. The parties are independent contractors with respect to each other. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Balihoo rejects additional or conflicting terms of a form purchasing document. If there is an inconsistency between this Agreement and an Order or SOW, the Order or SOW prevails. Any terms that by their nature survive termination or expiration of this Agreement, will survive, including without limitation Sections 3, 6 and 7. Balihoo may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of Balihoo, which use must be in accordance with Customer’s trademark guidelines and policies provided in writing to Balihoo. Neither party is liable for force majeure events.

Miscellaneous Other Terms. A. I acknowledge that in executing this Release, I do not rely, and have not relied, upon any representation or statement made by Company, any of the Affiliates, or by any of its employees or representatives with regard to the subject matter hereof, other than documents specifically referenced in this Release. B. I acknowledge that I was advised to consult with an attorney of my choice (at my expense) before I sign this Release. Company will rely on my signature on this Agreement as my representation that I have read this Release carefully before signing it, and that I have a full and complete understanding of its terms. C. The language of all parts of this Release shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. To the extent there are any ambiguities in the terms of this Release, those ambiguities shall not be construed against one party or the other.

Miscellaneous Other Terms. This Agreement, together with the Services Order, constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. In the event of a conflict between a Services Order and this Agreement, this Agreement shall govern. No amendment of any term of this Agreement is effective unless signed in writing by each party. The terms, conditions, warranties, representations and indemnities contained in this Agreement, including the documents, instruments and agreements executed and delivered by the Parties pursuant hereto, may be waived only by a written instrument executed by the Party waiving compliance. Any such waiver shall only be effective in the specific instance and for the specific purpose for which it was given and shall not be deemed a waiver of any other provision hereof or of the same breach or default upon any recurrence thereof. No failure on the part of a Party hereto to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Customer may not assign or transfer this Agreement or a Services Order to a third party, or to an entity, business unit or division thereof other than the entity, business unit or division thereof listed in Services Order, whether by assignment or operation of law, without prior written consent of Zmags, and such consent may be conditioned upon changes in the Services Fees or Term. The parties are independent contractors, and no partnership, joint venture or franchise is created hereby. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. Any terms that by their nature survive termination or expiration of this Agreement, will survive, including Sections 4, 5, 6, 8, 9, 10 and this Section 14. Each party must comply with the export laws of the United States in providing and using the Services. The Convention on Contracts for the International Sale of Goods does not apply. Customer acknowledges Zmags may utilize third party software and services (including “cloud” services and software) when providing the Services. This Agreement may be ex...

Miscellaneous Other Terms. Neither this Amendment nor the Agreement can be amended or otherwise modified, except as agreed to in writing by each of the parties hereto. This agreement is accepted and agreed to by the following authorized representatives of the parties and each person signing below represents and warrants that he or she has the necessary authority to bind the principal set forth below.

Miscellaneous Other Terms. Unless otherwise permitted in the Contract, neither this Amendment nor the Contract can be amended or otherwise modified, except as agreed to in writing by each of the parties hereto.

Miscellaneous Other Terms. A. I acknowledge that I was advised to consult with an attorney of my choice (at my expense) before I sign this Agreement. Company will rely on my signature on this Agreement as my representation that I have read this Agreement carefully before signing it, and that I have a full and complete understanding of its terms. B. The language of all parts of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. To the extent there are any ambiguities in the terms of this Agreement, those ambiguities shall not be construed against one party or the other. C. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia without regard to Georgia’s choice of law rules. Employee consents to the personal jurisdiction of the federal and/or state courts serving the State of Georgia and waives any defenses of forum non conveniens. The parties agree that any and all initial judicial actions instituted under this Agreement or relating to its enforceability shall only be brought in the United States District Court for the Northern District of Georgia, Atlanta Division, or the Georgia State-wide Business Court, regardless of the place of Employee’s residence or work location at the time of such action. D. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms or provisions shall not be effected thereby, and said illegal, unenforceable, or invalid part, term or provision shall be deemed not to be a part of this Agreement. E. This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings, written or oral, between the parties hereto pertaining to the subject matter hereof. Norfolk Southern Corporation By: ___ ▇▇▇ ▇. Adams________________ ___/s/ ▇▇▇ ▇. Adams__________________ (Employee Signature – DO NOT PRINT) __January 29, 2024____________________ Date Signed Appendix A This Separation Agreement (“Agreement” or “Release”) is entered into by and between Norfolk Southern Corporation (“Company”) and ▇▇▇ ▇. ▇▇▇▇▇ (“Executive” or “I”).

Miscellaneous Other Terms. This agreement constitutes the agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it. Neither party may assign or transfer this agreement or an order to a third party, except that the agreement with all orders may be

Miscellaneous Other Terms