Miscellaneous Provisions Clause Samples

Miscellaneous Provisions. Section 12.01

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncur...

Miscellaneous Provisions. This Amendment shall constitute one of the Loan Documents referred to in the Credit Agreement. Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument. Nothing contained in this Amendment shall be construed to imply a willingness on the part of the Lenders or the Administrative Agent to grant any similar or other future amendment of any of the terms and conditions of the Credit Agreement or the other Loan Documents or shall in any way prejudice, impair or effect any rights or remedies of the Lenders and the Administrative Agent under the Credit Agreement or the other Loan Documents. THIS AMENDMENT SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)). This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart thereof. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Headings or captions used in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. The Borrowers hereby agree to pay to the Administrative Agent on demand all reasonable costs and expenses incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment (including reasonable legal fees and disbursements of the Administrative Agent’s Special Counsel).

Miscellaneous Provisions. A. This Agreement shall constitute the full and complete commitments between both parties and may be altered, changed, added to, deleted from or modified only through the voluntary, mutual consent of the parties in a written and signed amendment to this Agreement. B. The individual teacher contract, executed between each teacher and the employer, is subject to the terms and conditions of this Agreement. It is specifically agreed that this Agreement takes precedence over and governs the individual teacher contract and the individual teacher contract is expressly conditioned upon this Agreement. Individual teacher contracts shall be mailed to teachers within three (3) weeks of the beginning of the school year. The individual contract and any supplemental contract hereafter executed shall be provided to the association. C. This Agreement shall supersede any rules, regulations or practices of the Board which shall be inconsistent with its terms. The provisions of this Agreement shall be incorporated into and be considered part of the established policies of the Board. All teachers covered under this Agreement who participate in the production of tapes, publications or other produced educational material shall retain residual rights should they be copy written or sold by the District. D. If any provision of this Agreement or any application of the Agreement to any employee or group of employees shall be found contrary to law, then such provision or application shall not be deemed valid and subsisting except to the extent permitted by law, but all other provision or applications shall continue in full force and effect. E. Copies of this Agreement titled “Professional Agreement between the Gladwin School District and the Gladwin Educational Association, M.E.A./N.E.A.” shall be printed at the expense of the Board within thirty (30) days after this Agreement is signed, and presented to all teachers now employed, hereafter employed, or considered for employment by the Board. Further that the Board shall furnish twenty- five (25) copies of the Master Agreement to the Association for its use. F. The Gladwin Education Association recognizes that strikes (as defined by Section 1 of Public Act 336 of 1947, State of Michigan, as amended) by teachers, are contrary to law and public policy. The Board and the Association subscribed to the principle that differences shall be resolved by appropriate and peaceful means in keeping with the high standards of the profession, witho...

Miscellaneous Provisions. (a) Nothing herein shall be construed to constitute the parties hereto partners or joint ventures, nor shall any similar relationship be deemed to exist between them. (Revised 7/3/03) 7 (b) The rights herein granted are personal to the Licensee and shall not be transferred or assigned, in whole or in part, without the prior written consent of the Licensor. (c) No waiver of any condition or covenant of this Agreement by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other conditions. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, and assigns. (d) Whatever claims Licensor may have against Licensee hereunder for royalties or for damages shall become a first lien upon all of the items produced under this Agreement in the possession or under the control of the Licensee upon the expiration or termination of this Agreement. (e) This Agreement shall be construed in accordance with the laws of the State of Hawaii. The Licensee hereby consents to submit to the personal jurisdiction of the First Circuit Court, State of Hawaii County, and U.S. District Court for the District of Hawaii for all purposes in connection with this Agreement. (f) All notices and demands shall be sent in writing by certified mail, return receipt requested, at the address above written in paragraph one of this agreement. Royalty statements and payments shall be sent in writing by regular mail to the address above written in 3(g). Copies of royalty statements and samples of Licensed Products and related materials shall be sent by regular mail to the agent and address below written in 15(h). (g) This Agreement constitutes the entire agreement between the parties hereto and shall not be modified, amended, or changed in any way except by written agreement signed by both parties hereto Licensee shall not assign this Agreement. (h) Lydia Carriere (Agent) is ▇▇▇ ▇▇▇▇▇ ▇▇▇ the Licensor and shall be copied on all notices and demands, royalty statements, payments and any other correspondence as it relates to this Agreement. Such information shall be sent to agent at: LYDIA CARRIERE P.O. BOX 12605 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or faxed to 808-669-4933 or e-mailed to LYDIA@GUYBUFFET.COM ------------------- IN WITNESSES HEREOF, the parties have executed this Licensing Agreement on the (Revised 7/3/03) 8 date first set forth above. KNIGHTSBRIDGE FINE WINES BY: -------------------------------------- Name:...

Miscellaneous Provisions. Section 11.01 Amendment.................................................... Section 11.02

Miscellaneous Provisions. 16.1 This Agreement shall be construed, governed, interpreted and applied in accordance with the laws of the State of Florida, U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted. 16.2 The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding, and supersedes and makes null and void any and all prior understandings and agreements, of the parties hereto as to the subject matter hereof (including without limitation the Original Agreement and the letter between the RESEARCH FOUNDATION and LICENSEE dated April 29, 2003), and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto. 16.3 The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 16.4 LICENSEE agrees to ▇▇▇▇ the Licensed Products sold in the United States (or their respective packagings or packaging inserts) with all applicable United States patent numbers. All Licensed Products shipped to or sold in other countries (or their respective packagings or packaging inserts) shall be marked in such a manner as to conform with the patent laws and practice of the country of manufacture or sale. 16.5 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. 16.6 This Agreement will be binding and inure to the benefit of the parties hereto and their respective affiliates and permitted successors and assigns. 16.7 The representations, warranties, covenants, and undertakings contained in this Agreement are for the sole benefit of the parties hereto and their permitted successors and assigns and such representations, warranties, covenants, and undertakings will not be construed as conferring any rights on any other party, other than the University. 16.8 Nothing contained in this Agreement will be deemed to place the parties hereto in a partnership, joint venture or agency relationship and neither party will have the...

Miscellaneous Provisions. Section 10.01 Amendment.................................................... Section 10.02 Recordation of Agreement; Counterparts....................... Section 10.03

Miscellaneous Provisions. Section 9.01 Successor to the Special Servicer. 52 Section 9.02 Costs. 54 Section 9.03 Protection of Confidential Information. 54 Section 9.04 Notices. 54 Section 9.05 Severability Clause. 56 Section 9.06 No Personal Solicitation. 56 Section 9.07 Counterparts. 56 Section 9.08 Place of Delivery and Governing Law. 57 Section 9.09 Further Agreements. 57 Section 9.10 Intention of the Parties. 57 Section 9.11 Successors and Assigns; Assignment of Special Servicing Agreement. 57 Section 9.12 Assignment by the Seller. 57 Section 9.13 Amendment. 57 Section 9.14 Waivers. 58 Section 9.15 Exhibits. 58 Section 9.16 Intended Third Party Beneficiaries. 58 Section 9.17 General Interpretive Principles. 58 Section 9.18 Reproduction of Documents. 59 EXHIBIT A FORM OF NOTICE OF TRANSFER EXHIBIT B CUSTODIAL ACCOUNT CERTIFICATION NOTICE EXHIBIT C ESCROW ACCOUNT CERTIFICATION NOTICE EXHIBIT D-1 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT D-2 STANDARD MONTHLY DEFAULTED LOAN REPORT EXHIBIT E [SERIES NO.] TRUST AGREEMENT EXHIBIT F RESERVED EXHIBIT G FORM OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER BY THE SPECIAL SERVICER EXHIBIT H FORM OF POWER OF ATTORNEY EXHIBIT I TRANSFER INSTRUCTIONS EXHIBIT J FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE EXHIBIT K TRANSACTION PARTIES EXHIBIT L FORM OF ANNUAL OFFICER’S CERTIFICATE This SPECIAL SERVICING AGREEMENT (this “Agreement”), entered into as of the [___] day of [_______], 200[_], by and among ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., a Delaware corporation (the “Seller”), [SPECIAL SERVICER], a [FORM OF ENTITY] (the “Special Servicer” or “[SPECIAL SERVICER]”) and AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), and acknowledged by [TRUSTEE], as trustee (the “Trustee”) STRUCTURED ASSET SECURITIES CORPORATION, as Depositor (the “Depositor”) under the Trust Agreement (as defined herein), recites and provides as follows: