Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of Tenant’s Property in connection with such subletting (provided Landlord or Landlord’s agents shall accord reasonable care to Tenant’s Property).
35.02. Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that no violation of the provisions of Article 7 hereof shall operate to vest any rights in any successor or assignee of Tenant.
35.03. Tenant shall look only to Landlord’s estate and property in the Land and the Building (and provided that a claim was asserted within thirty (30) days following Tenant’s receipt of notice or actual knowledge, whichever occurs earlier, of such sale of the Land and/or the Building and suit with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the Building, the proceeds of such sale) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises.
35.04. The obligations of Tenant hereunder shall be in no wise affected, impaired or excused, nor shal...
Miscellaneous Provisions and Definitions. All of the terms and provisions hereof shall be binding upon and the benefits inure to the parties hereto and their respective successors and assigns. The term "Lessee" and "Lessor" shall include all parties so designated herein, their respective successors and assigns. Whenever used herein, the singular number shall include the plural, the plural the singular and the use of any gender shall include all genders. This Lease and all instruments or documents relating to same and all references herein shall be construed under Florida law.
Miscellaneous Provisions and Definitions. (a) Subject to the conditions of transfer of Stock hereunder, this Agreement shall be binding upon and shall inure to the benefit of each individual Stockholder and the Stockholder's respective heirs, executors, administrators, assigns and legal representatives and to the Company and its respective successors and assigns, by way of merger, consolidation or operation of law or otherwise. Once a Stockholder of the Company is no longer a Stockholder of the Company, all rights and benefits previously enjoyed by such party pursuant to the terms of this Agreement shall automatically terminate with respect to such party.
(b) Prior to consummation of any transfer of shares of Stock held by any Stockholder permitted under the Stockholders' Agreement, except for transfers pursuant to Rule 144 or a public offering, such party shall cause the transferee to execute an agreement in which the transferee agrees to be bound by the terms of this Agreement.
(c) The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, EXCEPT THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF ILLINOIS, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. THE PARTIES HERETO AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE STATE OF ILLINOIS OR THE UNITED STATES DISTRICT COURTS IN THE NORTHERN DISTRICT OF ILLINOIS. STOCKHOLDER AND THE COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 10(d) SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.
(e) THE PARTIES HERETO AGREE THAT ANY DISPUTE BETWEEN OR AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS AGREEMENT, ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY COURSE O...
Miscellaneous Provisions and Definitions. 34.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 34.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant’s Property in connection with such subletting unless caused by or resulting from the negligence or willful act of Landlord, its agents, servants, contractors, or employees.
34.02. Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 34 shall not be construed as modifying the conditions of limitation contained in Article 22.
Miscellaneous Provisions and Definitions. All of the terms and provisions hereof shall be binding upon and the benefits inure to the parties hereto and their respective heirs, devisees, personal representatives, successors and assigns. The term "Tenant" and "Landlord" shall include all parties so designated herein, their respective heirs, devisees, personal representatives, successors and assigns. Whenever used herein, the singular number shall include the plural, the plural the singular and the use of any gender shall include all genders. This Lease and all instruments or documents relating to same and all references herein shall be construed under Florida law. The venue of any action or suit brought in connection herewith shall be in the Country wherein the Demised Premises are situate. Time is of the essence hereof.
Miscellaneous Provisions and Definitions. All of the terms and provisions hereof shall be binding upon and the benefits inure to the parties hereto and their respective heirs, devisees, personal representatives, successors and assigns. The term "Tenant" and "Landlord" shall include all parties so designated herein, their respective heirs, devisees, personal representatives, successors and assigns. Whenever used herein, the singular number shall include the plural, the plural the singular and the use of any gender shall include all genders. This Lease and all instruments or documents relating to same and all references herein shall be construed under Florida law. The venue of any action or suit brought in connection herewith shall be in the County wherein the demised premises are situate. Time is of the essence hereof. This agreement may be executed in several counterparts, each of which shall be fully effective as an original, and all of which together shall constitute one and the same instrument.
Miscellaneous Provisions and Definitions. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 34.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant's account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant's Property in connection with such subletting unless caused by or resulting from the negligence or willful act of Landlord, its agents, servants, contractors, or employees.
Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant’s Property in connection with such subletting.
35.02. Except as otherwise expressly provided in this lease, the obligations of this lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.
35.03. Tenant shall look only to Landlord’s estate and property in the Land and the Building for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises.
(a) The obligations of Tenant hereunder shall be in no wise affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because (a) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortag...
Miscellaneous Provisions and Definitions. 122 ARTICLE 36 Partnership Tenant..............................................132 ARTICLE 37 Industrial and Commercial Incentive Program.....................133 ARTICLE 38 Layout and Finish...............................................136 ARTICLE 39 First Extension of Term.........................................140 ARTICLE 40 Second Extension of Term........................................144 -ii- ARTICLE 41 Historic Tax Credits............................................147 ARTICLE 42 Building Surface Signage and Advertising Rights.................152 ARTICLE 43 Building Name...................................................157 ARTICLE 44 Right of First Offer on Certain Dispositions of Real Property...157
Miscellaneous Provisions and Definitions of the model company agreements includes miscellaneous provisions similar to those in most transaction agreements, including notice provisions and definitions of defined terms. (See Section II.B. above.) The notice provisions for the multi-member company agreements201 require notice to be in writing mailed or transmitted, among other methods, by electronic message. The exhibits to the multi-member company agreements setting out the addresses for notice of members recognize that a member might want to use a cell phone text number as a notice address. The model agreements contain a definition of “written” and “writing” that tracks the definition in BOC § 1.002(89), under which a “writing” includes “an expression of words … or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form….”202 Thus, the authors think that the notice requirements and other provisions of the agreement requiring a writing203 would encompass cell phone text messages. Each model agreement provides that the agreement may be amended by a vote of all members except that (in the case of the agreements for multi-member companies) the list of owners may be modified to reflect changes of ownership otherwise satisfying the provisions of the agreement.204 The model agreements for multi-member companies also give the managers or members a limited power of attorney to execute any governmental certificates requiring the signature of the members or an amendment to the list of owners to reflect changes in ownership in accordance with the agreement.205 The BOC was amended in the 2015 legislative session to add a provision that creates a conclusive presumption that a power of attorney such as that included in the model agreements is coupled with an interest sufficient to support an irrevocable power.206 The authors did not include a provision in the model agreements providing for recovery of attorney’s fees by a prevailing party in a suit to enforce a provision of the agreement, but the drafter may want to consider doing so. Although Texas law provides for the recovery of attorney’s fees in a suit on an oral or written contract, the statute only provides for recovery from “an individual or corporation.”207 Under the statutory provision, any “person” may recover attorney’s fees, and a “person” includes any type of entity in addition to individuals. However, recent cases have held that the reference to r...
