Common use of Miscellaneous Provisions Clause in Contracts

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 2 contracts

Samples: License Agreement (Princeton Video Image Inc), License Agreement (Princeton Video Image Inc)

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Miscellaneous Provisions. A. 5.1 Any modification, supplementation or alteration of this Agreement must be made in written form and becomes effective upon being signed and sealed by the Parties. 5.2 If the validity of the pledge contemplated in the original agreement is affected owing to any reasons concerning any clause in the original agreement, or the pledge of the equity fails to be established through registration because the original agreement fails to satisfy the requirements made by the competent administration for industry and commerce, then the Parties agree that under such circumstance, the Parties will modify or supplement the original agreement so as to do their utmost to enable the equity pledge stipulated in the original agreement to be established through registration with the competent administration for industry and commerce within the shortest possible time. 5.3 The rights Parties do hereby acknowledge and licenses granted accept that this Agreement is fair and just stipulations made by RESEARCH the Parties on the basis of equality and mutual benefit. If any clause of this Agreement becomes invalid or unenforceable because it is not in this agreement are personal to PVI conformity with the relevant laws, the clause will be invalid or unenforceable within the jurisdiction of the laws and may not be assigned, sublicensed or otherwise transferred without affect the written consent legal effect of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe other clauses of this Agreement. B. PVI hereby assures RESEARCH 5.4 Every member of Party B warrants that PVI will comply with all United States export controls as set forth the provisions made in this Agreement have legal binding force upon Party B, no matter how the equity proportions of any member of Party B in the Export Administration RegulationsCompany change, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of and this Agreement shall be waived and no breach excused, unless such waiver or consent shall be applicable to all the equity then held by Party B in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachCompany. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless 5.5 All the appendixes listed in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any constitute an integral part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect and have the validity and enforceability of same legal effect as the remainder body text hereof. [Signature page of this Agreement unless the part or parts which are voidAgreement] Party A: Beijing RYB Technology Development Co., invalid or unenforceable as aforesaid shall substantially impair the value Ltd. Authorized Representative: /s/Xxx Xxxxxx (Company chop: /s/Beijing RYB Technology Development Co., Ltd.) [Signature page of the whole Agreement to either party.this Agreement] Party B: /s/[name of Pledgor] [Signature page of this Agreement]

Appears in 2 contracts

Samples: Equity Pledge Agreement (RYB Education, Inc.), Equity Pledge Agreement (RYB Education, Inc.)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 27.1 This Agreement shall constitute the entire agreement between the Parties hereto relating to the subject matter hereof. In all other respects, special contracts or superseding rate schedules shall govern Transmission Owner’s transmission service to Local Distribution Company. 27.2 No failure or delay on the part of Transmission Owner or Local Distribution Company in exercising any of its rights under this Agreement, no partial exercise by either Party of any of its rights under this Agreement, and no course of dealing between the Parties shall constitute a waiver of the rights of either Party under this Agreement. No waiver shall be governed effective other than by a written instrument signed by the laws of the State of MinnesotaParty granting such waiver, and no such waiver shall operate as a waiver of, or estoppel with respect to, any subsequent failure to comply therewith. D. For purposes of mailings of notices27.3 Nothing in this Agreement, paymentsexpress or implied, is intended to confer on any person other than the Parties hereto any rights, interests, obligations or other communications, the addresses of the parties are given below. remedies hereunder. 27.4 In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term event that any clause or provision of this Agreement or any part hereof shall be waived and no breach excusedheld to be invalid, unless such waiver void, or consent unenforceable by any court or other Governmental Authority of competent jurisdiction, said holding or action shall be in writing strictly construed and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity or effect of any other provision hereof, and enforceability of the remainder of this Agreement unless the part or parts which are void, Parties shall endeavor in good faith to replace such invalid or unenforceable as aforesaid shall substantially impair provisions with a valid and enforceable provision that achieves the value purposes intended by the Parties to the greatest extent permitted by law. 27.5 The Parties hereto agree to execute and deliver promptly, at the expense of the whole Party requesting such action, any and all other and further instruments, documents and information that may be reasonably requested in order to effectuate the transactions contemplated hereby. The Parties agree to cooperate and assist each other in acquiring any regulatory approval necessary to effectuate this Agreement. 27.6 The Article and Section headings herein are inserted for convenience only and are not to be construed as part of the terms hereof or used in the interpretation of this Agreement. 27.7 In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement. Any reference to either partyany federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” in this Agreement shall mean including without limitation. 27.8 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 27.9 Each Party shall act as an independent contractor with respect to the provision of services hereunder. 27.10 Nothing in this Agreement addresses, or is intended to address, the interconnection service, and standards governing such service, provided by Transmission Owner to interconnect the Transmission System with the generating facilities of the Local Distribution Company or to any generating facilities of any entity affiliated with the Local Distribution Company.

Appears in 2 contracts

Samples: Distribution Agreement (ITC Holdings Corp.), Distribution Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this No agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulationseffective to ------------------------ change, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of noticesmodify, paymentswaive, release, discharge, terminate or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision effect an abandonment of this Agreement shall be waived and no breach excusedlease, in whole or in part, unless such waiver or consent shall be agreement is in writing writing, refers expressly to this lease and is signed by the party claimed to have waived or consented. No waiver against whom enforcement of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No the change, modification, addition waiver, release, discharge, termination or amendment effectuation of the abandonment is sought. B. 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 (i) no violation of the provisions of Article 46 shall operate to vest any rights in any successor or assignee of Tenant. C. If Owner or a successor in interest is an individual (which term as used herein includes aggregates of individuals, such as joint ventures, general or limited partnerships or associations), such individual shall be valid under no personal liability with respect to any of the provisions of this lease, and if such individual is in breach or default with respect to its obligations under this lease, Tenant shall look solely to the equity of such individual in the Land and Building of which the demised premises form a part for the satisfaction of Tenant's remedies and in no even shall Tenant attempt to secure any personal judgment against Owner or against any partner, principals (disclosed or undisclosed), employee or agent of Owner by reason of such default by Owner. D. The submission by Owner of the lease in draft form shall be deemed submitted solely for Tenant's consideration and not for acceptance and execution. Such submission shall have no binding force or effect and shall confer no rights nor impose any obligations, including brokerage obligations, on either party unless and until both Owner and Tenant shall have executed the lease and duplicate originals thereof shall have been delivered to the respective parties. E. If and to the extent that there is a conflict between the provision contained in writing the printed portion of the Lease to which this Rider is attached and signed the provisions contained in this Rider, then the provision contained in this Rider shall govern and be controlling to the extent necessary to resolve such conflict. F. If any of the Fixed Rent or Additional Charges payable under the terms and provisions of this lease shall be or become uncollectible, reduced or required to be refunded because of any act or law enacted by a governmental authority, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Owner may request and as may be legally permissible to permit Owner to collect the parties heretomaximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts reserved therefor under this lease). Upon the termination of such legal rent restriction, (a) the Fixed Rent and/or Additional Charges shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Owner promptly upon being billed, to the maximum extent legally permissible, an amount equal to (i) the Fixed Rent and/or Additional Charges which would have been paid pursuant to this lease but for such legal rent restriction less (ii) the rents paid by Tenant during the period such legal rent restriction was in effect. G. This Agreement constitutes and contains Notwithstanding anything herein contained to the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiationscontrary, correspondencewherever in this Lease there is a provision for Owner's consent or approval, understandingwhich consent or approval is not to be unreasonably withheld or delayed, and agreements, whether written Tenant's sole remedy for Owner's either withholding and/or delaying such consent or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement approval shall be deemed severableto commence an action to enforce such provision, or for specific performance, injunction or declaratory judgment and in no event shall Tenant be entitled to make, nor shall Tenant make any claim and Tenant hereby waives any claim for money damages, nor shall Tenant claim any money damages by way of set-off, counterclaim or defense based upon any claim or assertion by Tenant that Owner has unreasonably withheld or unreasonably delayed (or both) any consent or approval. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.SCHEDULE "A" ------------

Appears in 2 contracts

Samples: Lease Agreement (Reading Entertainment Inc), Store Lease (Craig Corp)

Miscellaneous Provisions. A. 6.1 The rights, powers and remedies given to Bank hereunder shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Bank by law against Borrower or any other person, including but not limited to Bank's rights of setoff and licenses granted banker's lien. 6.2 Any forbearance or failure or delay by RESEARCH Bank in this agreement are personal to PVI and may exercising any right, power or remedy hereunder shall not be assigneddeemed a waiver thereof and any single or partial exercise of any right, sublicensed power or otherwise transferred remedy shall not preclude the further exercise thereof. No waiver shall be effective unless it is in writing and signed by an officer of Bank. 6.3 The benefits of this Agreement shall inure to the successors and assigns of Bank and the permitted successors and assigns of Borrower without the written consent of RESEARCH. Any attempted assignment or transfer without such Bank's consent shall be null and void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 6.4 This Agreement and all other agreements and instruments required by Bank in connection herewith shall be governed by and construed according to the laws of the State of MinnesotaCalifornia. D. For purposes of mailings of notices, payments, 6.5 Should any one or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision more provisions of this Agreement be determined to be illegal or unenforceable, all other provisions nevertheless shall be waived effective. 6.6 Except for documents and no breach excusedinstruments specifically referenced herein, unless such waiver this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan and all prior communications, verbal or consent written, between Borrower and Bank shall be in writing and signed by the party claimed to have waived of no further effect or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachevidentiary value. F. 6.7 The section and subsection headings herein are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 6.8 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless amended only in writing and signed by the all parties hereto. G. This Agreement constitutes 6.9 Borrower and contains Bank may execute one or more counterparts to this Agreement, each of which shall be deemed an original, but taken together shall be one and the entire Agreement same instrument. 6.10 Any notices or other communications provided for or allowed hereunder shall be effective only when given by one of the panties respecting following methods and addressed to the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between respective party at its address given with the parties respecting signatures at the subject matter hereof. H. The provisions end of this Agreement and shall be deemed severable. Thereforeconsidered to have been validly given: (a) upon delivery, if any part delivered personnally; (b) upon receipt, if mailed, first class postage prepaid, with the United States Postal Service; (c) on the next business day if sent by overnight courier service of this Agreement is rendered voidrecognized standing; and (d) upon telephoned confirmation of receipt, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyif telecopied.

Appears in 2 contracts

Samples: Business Loan Agreement (Tivoli Industries Inc), Business Loan Agreement (Tivoli Industries Inc)

Miscellaneous Provisions. A. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a written instrument expressly referring to this Agreement and to the provisions so modified or limited, and executed by the party to be charged. The execution and delivery of this Agreement and pledging of the Stock described in Section 1 hereof are within the Pledgor's power, such execution and delivery and the pledging of such Stock do not contravene any law or any rule or regulation thereunder or any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which Pledgor or any of its property is bound or constitute a default thereunder. This Agreement and all obligations of the Pledgor shall be binding upon the heirs, executors, successors and assigns of the Pledgor, and shall, together with the rights and licenses granted by RESEARCH in this agreement are personal remedies of the Pledgee hereunder, inure to PVI the benefit of the Pledgee, its successors and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCHassigns. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement and the obligations of the Pledgor hereunder shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. The descriptive section headings have been inserted for convenience of reference only and do not define or limit the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given belowprovisions hereof. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No If any term or provision of this Agreement shall be waived and no breach excusedheld to be invalid, unless such waiver illegal or consent unenforceable, the validity of all other terms hereof shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandingno way affected thereby, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severableconstrued and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. ThereforeThe Pledgor acknowledges receipt of a copy of this Agreement. To the extent permitted by applicable law, if the Pledgor and the Pledgee each hereby waive trial by jury in any part proceeding brought for the interpretation or enforcement of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability for a determination of the remainder rights of this Agreement the parties hereunder. Terms used herein without definition, but which are defined in the Uniform Commercial Code of Massachusetts, shall, unless the part context otherwise indicates or parts which are voidrequires, invalid or unenforceable as aforesaid shall substantially impair have the value of the whole Agreement meanings ascribed to either partythem in said Uniform Commercial Code.

Appears in 2 contracts

Samples: Pledge Agreement (J Jill Group Inc), Pledge Agreement (J Jill Group Inc)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal a. Any amendments to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall must be in writing and signed by both parties. b. All notices and other communications under this Agreement shall be in writing and sent by hand-delivery, reputable commercial courier (e.g., Federal Express, UPS or DHL), facsimile (with a confirmation copy sent by commercial carrier or certified U.S. mail), or electronic mail (with a confirmation copy sent by commercial carrier or certified U.S. mail) addressed to the following described addresses of the parties hereto, or to such other address as a party claimed may request in writing: Notices to have waived or consentedFBL: Notices to Service Provider: Attn: Underwriting VP Attn: General Counsel Farm Bureau Financial Services RR Donnelley& Sons Company 0000 Xxxxxxxxxx Xxxxxx 00 Xxxx Xxxxxx Xx. No waiver of a breach Xxxx Des Moines, Iowa 50266 Chicago IL 60601 Fax: (000) 000-0000 Fax: Email: Xxx.Xxxxxx@xxxx.xxx Email: xxxx.xxxx@xxx.xxx Notice pursuant to this Agreement shall be deemed given upon receipt or attempted delivery (if receipt is refused). c. No delay or omission by either party in exercising any right or remedy hereunder available to be that party shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a different bar to, or subsequent breachwaiver of, any right or remedy on any future occasion. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes d. If any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if for any part of this Agreement is rendered void, reason held to be invalid or unenforceable, such rendering invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. e. Each party will be excused from the performance of its obligations under this Agreement, except for any payment obligations accruing prior to the event, for any period to the extent that it is prevented from performing, in whole or in part, as a result of delays caused by the other party or any act of God, natural disaster, war, civil disturbance, court order or other events beyond the reasonable control of a party, except where such delay was caused by the act or omission of the non-performing party. Such non-performance will not be a default or a ground for termination as long as reasonable means are taken by the non-performing party to expeditiously remedy the problem causing such non-performance. f. This Agreement and all rights and duties hereunder, including but not limited to all matters of construction, validity and enforceability performance, shall be governed by the law of Delaware. However, if any version of the remainder Uniform Computer Information Transaction Act (UCITA) is enacted as part of the law of the aforementioned state, said statute shall not govern any aspect of this Agreement unless or any license granted hereunder, and instead the part law as it existed prior to such enactment shall govern. g. Unless this Agreement expressly states that a remedy is exclusive, no remedy is intended to be exclusive. h. The parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or parts which are void, invalid or unenforceable as aforesaid construction arises shall substantially impair not be construed to the value detriment of the whole drafter on the basis that such party or its professional advisor was the drafter, but shall be construed according to the intent of the parties as evidenced by the entire Agreement. i. The terms and conditions of this Agreement shall supersede and render ineffective in their entirety: (a) all pre- printed terms and conditions on the back of FBL”s purchase order form; (b) all terms of any “shrinkwrap”, “clickwrap”, or “browsewrap” or other Service Provider’s license included in any package, media (including the Internet), electronic version of the Software, and any other Service Provider form to signed by an authorized officer of FBL; (c) and any terms or conditions on Service Provider’s website. Nothing in the preceding sentence shall affect FBL’s obligations to pay a valid Service Provider invoice in accordance with the provisions of this Agreement. Each SOW, including the incorporated provisions of this Agreement, constitutes the entire agreement between the parties with respect to maintenance and support of the Services identified in that SOW. j. The paragraph headings in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. The wording used in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of strict construction shall apply against either party. k. This Agreement, any Statements of Work, Exhibits and any mutually-executed amendments or attachments thereto shall constitute the entire agreement between the parties regarding the subject matter hereof and any prior understanding or representation of any kind regarding the subject matter hereof preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated into this Agreement. l. Facsimile or electronic transmission of this signed, original Agreement and retransmission of any signed facsimile or electronic transmission thereof shall be the same as delivery of an original. Each party agrees that delivery of this Agreement by facsimile or electronic transmission as provided above shall be evidence of the execution and delivery of the Agreement by all parties to the same extent that an original signature could be used. The preceding notwithstanding, at the request of either party, the other party will confirm facsimile or electronically transmitted signatures by signing an original document. FBL FINANCIAL GROUP, INC. AND ITS AFFILIATED COMPANIES XX XXXXXXXXX & SONS COMPANY By: /s/ Xxx Xxxxxxxx By: /s/ Xx XxXxxx Name: Xxx Xxxxxxxx Name: Xx XxXxxx Title: Chief Operating Officer - PC Title: Chief Commercial Officer This Statement of Work and its attachments (if any) are, by this reference, subject to the terms of and made a part of the Master Agreement for Outsourced Services (“Agreement”) dated January 11, 2023 by and between FBL Financial Group, Inc. and its Affiliated Companies (hereinafter referred to as “FBL”) with an address of 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000, and XX Xxxxxxxxx & Sons Company (hereinafter referred to as “Service Provider”) whose business address is 00 Xxxx Xxxxxx Xx., Chicago IL 60601. Capitalized terms used but not defined in this SOW shall have the meanings given to them in the Agreement. Start Date: End Date: Project Leaders: {Define project leads for each party} Products, Reports, or other Deliverables to be Provided by Service Provider to FBL: {define all deliverables including pertinent milestones that may be critical to the success of the project and when they should be met.} Name: Address: City, State, Zip: Phone: Fax: Email: FBL FINANCIAL GROUP, INC. AND ITS AFFILIATED COMPANIES XX XXXXXXXXX & SONS COMPANY By: By: Name: Name: Title: Title: This Service Level Agreement (“SLA”) and its attachments (if any) are, by this reference, subject to the terms of and made a part of the Master Agreement for Outsourced Services (“Agreement”) dated January 11, 2023 by and between FBL Financial Group, Inc. and its Affiliated Companies (hereinafter referred to as “FBL”) with an address of 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000, and XX Xxxxxxxxx & Sons Company (hereinafter referred to as “Service Provider”) whose business address is 00 Xxxx Xxxxxx Xx., Chicago IL 60601. Capitalized terms used but not defined in this SLA shall have the meanings given to them in the Agreement.

Appears in 2 contracts

Samples: Master Agreement for Print Services (Farm Bureau Life Variable Account), Master Agreement for Print Services (Farm Bureau Life Variable Account)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 7.1 In the event that any one or more of the provisions contained in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent instrument shall be voidinvalid, illegal, or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 7.2 This Agreement instrument shall be governed by and construed in accordance with the laws of the State of MinnesotaColorado. D. For purposes 7.3 This Deed of mailings Trust is executed in multiple original counterparts, all of noticeswhich are identical and constitute but one and the same instrument. 7.4 All terms, paymentsconditions, covenants, warranties and agreements contained herein shall be binding upon and inure to the benefit of the successors and assigns of Borrower, and shall be deemed and construed to be covenants running with the estate or interest in the land, and all said provisions shall likewise inure to the benefit of and be binding upon Beneficiary, its successors and assigns. 7.5 No failure of the Beneficiary to declare any default or to exercise any right or remedy herein provided in any one or more instances or for any period of time, and no acquiescence in or acceptance by the Beneficiary of any later defective notice or performance hereunder, shall be deemed a waiver or agreement to modify any provision hereof. The Beneficiary shall at all times have the right, notwithstanding any such prior acquiescence or forbearance, without any prior notice or demand, to require strict performance of each and every term and provision hereof. At any time when any Event of Default is continuing hereafter, the Beneficiary may, without any prior notice to the Borrower except such notice as may be herein otherwise required, exercise any right or remedy of the Beneficiary arising by reason of such default, notwithstanding the length of time such Event of Default has been continuing, or the occurrence in the past of similar events, or other communicationsEvents of Default for which no remedy has been invoked. 7.6 The liens provided for herein shall not affect or be affected by any other security or guaranty now or hereafter existing with respect to the Indebtedness, nor shall they be affected by the release of any such other security or guaranty. 7.7 Each and every covenant herein contained shall be performed and kept by the Borrower solely at the Borrower's expense. If the Borrower shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this instrument, the addresses Beneficiary or any receiver appointed hereunder may, but shall not be obligated to, make advances to perform the same on the Borrower's behalf, and the Borrower hereby agree to repay such sum upon demand plus interest at the rate of interest set forth in the parties are given below. In Notes or, in the case of RESEARCH: Theseus Researchevent any other Notes evidencing such indebtedness exists, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In at the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consentedinterest rate set forth therein. No waiver of a breach such advance shall be deemed to be a waiver of a different or subsequent breachrelieve the Borrower from any default hereunder. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 2 contracts

Samples: Deed of Trust, Assignment of Production, Security Agreement and Financing Statement (Beard Co /Ok), Deed of Trust (Beard Co /Ok)

Miscellaneous Provisions. A. The No delay or omission by us in exercising any of our rights and licenses granted occurring upon any noncompliance or default by RESEARCH in this agreement are personal you with respect to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws any of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision terms and conditions of this Agreement shall will impair any such right or be waived construed to be a waiver thereof, and no breach excuseda waiver by us of any of the covenants, unless such waiver conditions or consent shall agreements to be in writing and signed performed by the party claimed to have waived or consented. No waiver of a breach shall you will not be deemed construed to be a waiver of a different any succeeding breach thereof or subsequent breach. F. This Agreement may not be modifiedof any other covenant, changed condition or terminated orallyagreement herein. No changewaiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, modification, addition or amendment shall then this Agreement will remain in full force and effect and will be reformed to be valid unless in writing and signed by enforceable while reflecting the intent of the parties hereto. G. This to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement constitutes and contains sets forth the entire Agreement of the panties respecting the agreement between us and you regarding its subject matter hereof matter, and supersedes any and all prior negotiationspromises, correspondence, understanding, and agreementsagreements or representations, whether written or oral, between regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the parties respecting benefit of the subject matter hereof. H. The parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be deemed severable. Therefore, if any part of no third party beneficiaries to this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyAgreement.

Appears in 2 contracts

Samples: Terms of Service, Terms of Service

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH Nothing in this agreement are personal to PVI and may not be assigned, sublicensed Agreement shall prevent the Tribe or otherwise transferred without CDSS from entering into Agreements with the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidfederal government regarding the services incorporated herein. B. PVI hereby assures RESEARCH that PVI will comply Nothing in this Agreement shall be construed to prevent either the Tribe from contracting with all United States export controls a county as set forth in a service provider, or a county from separately contracting with the Export Administration Regulations, 15 C.F.R. Tribe as a service provider for Indian families under Welfare and Institutions Code section 770 et seq16501. C. This Nothing in this Agreement shall be governed by affects the laws application or implementation of the State ICWA to any Indian child as defined therein or relieves any public entity, person or party of Minnesotatheir obligation to follow and implement the ICWA when applicable. D. For purposes This Agreement is the product of mailings of notices, payments, mutual negotiations between the Parties and should not be interpreted strictly for or other communications, the addresses against any of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000Parties. E. No term or Should any provision of this Agreement be declared or be determined, by any court of competent jurisdiction, to be illegal or invalid, the remaining parts, terms or provisions shall not be waived affected thereby and no breach excusedsaid illegal or invalid part, unless such waiver term or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach provision shall be deemed not to be part of this Agreement. F. Nothing in this Agreement shall be construed as a waiver of a different or subsequent breach. F. This Agreement the sovereign immunity of the Tribe except as provided for in Section XIII, that the Tribe's insurance company may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by raise the parties heretodefense of sovereign immunity. G. This Agreement constitutes confers no rights or benefits on any third parties and contains shall in no way be binding on any other sovereign Indian Tribe located within the State of California. H. This Agreement and its addenda sets forth the entire Agreement of understanding between the panties respecting the subject matter hereof Parties hereto and fully supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written Agreements or oral, understandings between the parties respecting Parties hereto pertaining to the subject matter hereof. H. I. The provisions of undersigned, being duly authorized to enter into this Agreement on behalf of CDSS and the Tribe, respectively, and having consulted with their advisors and counsel, and having read the foregoing, understand its contents and hereby execute this Agreement. This Agreement shall be deemed severable. Thereforebecome effective upon submission and approval of all necessary documents, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair listed after the value of the whole Agreement to either partyand incorporated herein by reference.

Appears in 2 contracts

Samples: Title Iv E Intergovernmental Agreement, Title Iv E Intergovernmental Agreement

Miscellaneous Provisions. A. 6.1 The rights parties will, at the other party’s request and licenses granted without further consideration, use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable laws, including obtaining any necessary consents or approvals from, or making any necessary filings with, any domestic or foreign regulatory agencies, and execute, acknowledge and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by RESEARCH this Agreement. 6.2 Should any provision of this Agreement be declared by any court of competent jurisdiction to be in contradiction with the laws of any jurisdiction in which it is to be performed or unenforceable for any reason, such provision will be deemed null and void, but this agreement are personal Agreement will remain in full force in all other respects. Should any provision of this Agreement be or become ineffective because of changes in applicable laws or interpretations thereof, or should this Agreement fail to PVI and may include a provision that is required as a matter of law, the validity of the other provisions of this Agreement will not be assignedaffected thereby. If such circumstances arise, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidparties hereto will negotiate in good faith appropriate modifications to this Agreement to reflect those changes that are required by law. B. PVI hereby assures RESEARCH that PVI 6.3 In the event of a breach or threatened breach by any party of the provisions of this Agreement, the other party will comply with all United States export controls be entitled to specific performance. Nothing herein will be construed as set forth in prohibiting any party from pursuing any other remedies available for such breach or threatened breach, including the Export Administration Regulations, 15 C.F.R. section 770 et seqrecovery of damages. C. 6.4 This Agreement shall and the other documents delivered pursuant hereto and the legal relations between and among the parties will be governed by and construed in accordance with the laws of the State Province of MinnesotaBritish Columbia and the parties attorn to the jurisdiction of the Courts of British Columbia. D. For purposes 6.5 This Agreement may be executed in any number of mailings counterparts, each of notices, payments, or other communications, which when so executed will be deemed an original but all of which together will constitute one and the addresses of the parties are given belowsame instrument. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision A facsimile counterpart of this Agreement shall will be waived and no breach excused, unless such waiver or consent shall be in writing and signed by sufficient to bind a party hereto to the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachsame extent as an original. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 2 contracts

Samples: Contract Assignment (Olie Inc), Letter Agreement (Olie Inc)

Miscellaneous Provisions. A. 7.1. The Parties acknowledge that each of them has fully discussed the contents of this Agreement with their chosen representatives and/or legal counsel and has had the benefit of legal counsel in negotiating and drafting the terms of this Agreement. Accordingly, this Agreement shall not be construed as having been drafted by one Party or the other. 7.2. This Agreement and the attachments hereto and the documents specifically incorporated into the Agreement by reference, constitute the entire agreement between the District and Company. No other promises, agreements, or statements between the Parties shall be binding unless made in writing and signed by the Parties. 7.3. This Agreement and the rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without obligations of the written consent of RESEARCH. Any attempted assignment or transfer without such consent Parties hereunder shall be void. B. PVI hereby assures RESEARCH that PVI will comply construed and interpreted in accordance with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of MinnesotaCalifornia. Any action or proceeding to enforce this agreement shall be commenced and maintained in the County in which the District’s administrative offices are located. D. For 7.4. The Parties hereby agree to execute all such other documents and to take all such other action as may be reasonably necessary to affect the purposes of mailings this Agreement. 7.5. This Agreement may be executed in several counterparts and shall be deemed legally effective at such time as counterparts thereof have been duly executed on behalf of notices, payments, all Parties. Signature of copies and facsimile or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision electronic versions of this Agreement shall have the same force and effect as signature of the original. 7.6. All notices to be waived and no breach excused, unless such waiver or consent given under this Agreement shall be in writing to the address of the appropriate Party as set forth below or as provided by written notice to the other Party. ACCEPTED AND AGREED to on and signed by as of , 2018. Xxxxxxx Community College District By: Print Name: Print Title: Address: 000 Xxxx 0xx Xxxxxx Xxxxxxx, XX 00000 KONE INC. By: Print Name: Print Title: Address: 00000 Xxxxx Xxxx. San Leandro, CA 94577 (a) The Legislature finds and declares that it is in the party claimed best interests of the state and its citizens to have waived or consented. No waiver of ensure that all construction business performed on a breach shall be deemed to be public works project in the state that is complete and not in dispute is paid in full and in a waiver of a different or subsequent breachtimely manner. F. This Agreement may (b) Notwithstanding any other law, including, but not be modifiedlimited to, changed or terminated orally. No changeArticle 7.1 (commencing with Section 10240) of Chapter 1 of Part 2, modificationChapter 10 (commencing with Section 19100) of Part 2, addition or amendment and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall be valid unless apply to any claim by a contractor in writing and signed by the parties heretoconnection with a public works project. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions (c) For purposes of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.section:

Appears in 2 contracts

Samples: Service Agreement, Elevator Repair Agreement

Miscellaneous Provisions. A. 9.1 The rights Consultant acknowledges and licenses granted by RESEARCH in agrees that the Consultant is an independent contractor, that the Consultant is not an employee of the Corporation and that this agreement are personal to PVI Agreement shall not create at partnership, joint venture, employer/employee, mater/servant or any other relationship between the Corporation and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidConsultant. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations9.2 No amendment, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws modification or waiver of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed to any departure by the party claimed to have waived or consented. No waiver parties from any provisions of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This this Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid is effective unless it is in writing and signed by the parties heretoand the amendment, modification, waiver or consent is effective only in the specific instance and for the specific purpose for which it is given. G. 9.3 The Consultant and the Corporation shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts and documents as shall be reasonably required to accomplish the intention of this Agreement. 9.4 This Agreement constitutes and contains the entire Agreement all of the panties respecting rights and obligations arising herefrom shall be interpreted and applied in accordance with the subject matter hereof laws of the Province of Ontario and supersedes any the courts of the Province of Ontario shall have exclusive jurisdiction to determine all disputes relating to this Agreement and all prior negotiations, correspondence, understanding, of the rights and agreements, whether written or oral, between obligations created hereby. The Consultant and the parties respecting Corporation hereby irrevocably attorn to the subject matter hereofjurisdiction of the courts of the Province of Ontario. H. The provisions 9.5 In the event that any provision or any part of any provision is deemed to be invalid by reason of the interpretation placed thereon by a court, this Agreement shall be deemed severable. Therefore, if any construed as not containing such provisions or part of this Agreement is rendered void, invalid such provisions and the invalidity of such provision or unenforceable, such rendering part shall not affect the validity and enforceability of any other provisions or the remainder of this Agreement unless the part or parts such provision hereof. All other provisions here of which are voidotherwise lawful and valid shall remain in full force and effect. (a) Except as otherwise expressly provided herein, invalid all notices shall be in writing and either delivered personally, by registered or unenforceable as aforesaid shall substantially impair certified mail or by facsimile or electronic communication. In the value case of the whole Corporation notice shall be at the Corporation's office set out in the front page hereof. In the case of the Consultant notice shall be delivered to the most current address of the Consultant's residence on file with the Corporation. (b) Any notice which is delivered personally shall be effective when delivered, any notice which is sent by registered or certified mail shall be effective on the fifth business day following the date of mailing and any notice which is delivered by facsimile or electronic communication shall be effective on the first business day following the day of sending. (c) Any notice given by facsimile or electronic communication shall immediately be confirmed by regular mail. 9.7 This Agreement constitutes the entire agreement between the parties as to either partythe matters dealt with herein. There are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the parties. 9.8 This Agreement and all of its provisions shall inure to the benefit of and the binding upon the parties, the successors and assigns of the Corporation and to the legal personal representatives of the Consultant. 9.9 This Agreement will be effective as of March 1, 2011.

Appears in 2 contracts

Samples: Consulting Agreement (American Paramount Gold Corp.), Consulting Agreement (American Paramount Gold Corp.)

Miscellaneous Provisions. A. The rights 7.1 This Compromise Agreement and licenses granted its Appendices constitutes the whole and only agreement between the parties regarding the termination of the Contract of Employment and supersedes and extinguishes any other agreement, document or pre-contractual statement relating thereto. Each party acknowledges that it has not relied upon any pre-contractual statements in agreeing to enter into this Compromise Agreement. For the purposes of this clause 7.1, “pre-contractual statement” includes, without limitation, any agreement, undertaking, warranty, arrangement or draft of any nature whatsoever, whether or not in writing, made by RESEARCH any person at any time before the date of this Compromise Agreement relating to the subject matter of this Compromise Agreement which is not repeated in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidCompromise Agreement. B. PVI hereby assures RESEARCH that PVI will comply with 7.2 Save where the context requires otherwise, all United States export controls as set forth in references to clauses and Appendices are to the Export Administration Regulationsclauses of and the appendices to this Compromise Agreement, 15 C.F.R. section 770 et seqand words importing the singular number shall include the plural and vice versa. C. 7.3 This Compromise Agreement shall may only be governed validly amended or varied by the laws means of the State of Minnesotaa written instrument, which has been properly executed by both parties. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or 7.4 If any provision of this Compromise Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be waived severed from this Compromise Agreement and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The remaining provisions of this Agreement shall remain in full force and effect. The Compromise Agreement shall in such case be deemed severable. Thereforeamended by the parties in such manner so as to achieve, if without illegality, the intention of the parties with respect to that severed provision. 7.5 No failure or delay by any part party to exercise any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as herein provided. 7.6 For all purposes of the implementation of this Compromise Agreement on behalf of the Employer, Employer hereby appoints Xxxxxxx Xxxxx (email: Xxxxxxx.Xxxxx@xxxxx.xxx, telephone + 00 00 000 0000 and fax + 00 00 000 0000 as its representative. 7.7 This Compromise Agreement is rendered void, invalid or unenforceable, such rendering shall not affect an agreement within the validity meaning of article 7:900 and enforceability further of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyDutch Civil Code (vaststellingsovereenkomst).

Appears in 2 contracts

Samples: Compromise Agreement, Compromise Agreement (Royal Dutch Shell PLC)

Miscellaneous Provisions. A. The rights Parties agree that venue for any and licenses granted by RESEARCH all matters or disputes arising out of this Agreement shall lie solely in this agreement are personal to PVI and may not be assignedLeon County, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidFlorida. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls STORESONLINE shall not effect any change in their organizational identity as a method of avoiding the terms and conditions set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqthis Agreement. C. STORESONLINE's nonperformance or noncompliance with any agreement, covenant, condition or stipulation contained in this agreement, where such nonperformance or noncompliance continues for a period of thirty (30) days after written notice from the Attorney General, shall not be a default if after notice STORESONLINE has commenced diligent efforts to cure such nonperformance or noncompliance within the thirty (30) day period and thereafter diligently and continuously prosecutes the cure of STORESONLINE's nonperformance or noncompliance to completion, including offering full refunds to any consumers affected by the nonperformance or noncompliance and making full refunds to all consumers who request it. D. No representations, warranties or inducements have been made to the Parties concerning this Agreement other than those representations, warranties and covenants contained in this Agreement. E. No waiver, modification or amendment of the terms of this Agreement shall be valid or binding unless made in writing and signed by both parties. F. Any failure by any Party to the Agreement to insist on strict performance by any other Party of any provision of this Agreement shall not be deemed a waiver of any of the provisions of this Agreement, and such Party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Agreement. G. This Agreement shall be governed by by, construed and enforced in accordance with the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereofFlorida. H. The provisions If any clause, provision or section of this the Agreement shall shall, for any reason, be deemed severable. Therefore, if any part of this Agreement is rendered voidheld illegal, invalid or unenforceable, such rendering illegality, invalidity or unenforceability shall not affect the validity and enforceability of the remainder any other clause, provision or section of this Agreement, and this Agreement unless the part or parts which are voidshall be construed and enforced as if such illegal, invalid or unenforceable clause, section or other provision had not been contained herein. I. STORESONLINE does not admit that they have violated any law or misled consumers, and the Attorney General and STORESONLINE agree that this Agreement shall not constitute evidence or admission regarding the existence or non-existence of any issue, fact or violation of any law. J. iMergent, Inc., and StoresOnline, Inc., enter this Agreement without any admission of liability or violation of law. iMergent, Inc., and StoresOnline, Inc., have caused this Agreement to be executed by authorized representatives of iMergent, Inc., and StoresOnline, Inc., as aforesaid shall substantially impair the value a true act and deed, as of the whole date affixed next to his signature. Said representatives and iMergent, Inc., and StoresOnline, Inc., affirm and warrant that they are acting in their capacity and within their authority as corporate officers of iMergent, Inc., and StoresOnline, Inc., and that by their signatures said representatives are binding said entities to the terms and conditions of this Agreement. K. The Parties to this Agreement have read and understand its terms and content and agree to either partybe bound by all the provisions it contains. L. The Parties enter into this Agreement of their own free will, voluntarily and with full knowledge and understanding of the proceedings and the obligations and duties imposed. M. This Agreement shall become effective upon its acceptance by the Deputy Attorney General, who may refuse to accept it at his discretion or at the discretion of the Attorney General. The receipt or deposit by the Office of the Attorney General of any monies pursuant to this Agreement does not constitute acceptance by the Office of the Attorney General and any monies received will be returned if the Agreement is not accepted.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Miscellaneous Provisions. A. The rights Qualifying Grantee shall provide the Town with a certification that the construction and licenses granted by RESEARCH sale of homes to Eligible Buyers is in this agreement are personal to PVI compliance with all applicable federal, state and may not be assignedlocal laws, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidrules and ordinances. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls If any provision of this Agreement or the application thereof to any person or circumstances is held to be invalid or unenforceable by any court of competent jurisdiction, such decision shall not impair or otherwise affect any other provision of this Agreement, or the application of such provision to persons or circumstances other than those as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqto which it is held invalid or unenforceable. C. This Agreement shall be governed by construed and enforced in accordance with the laws Laws of the State of MinnesotaNew Mexico. In the event of a dispute between the parties concerning this Agreement, the exclusive venue shall be the Eighth Judicial District State Court, Taos County, New Mexico. The Qualifying Grantee consents to jurisdiction as stated pursuant to Section 5.8 of the Rules. D. For purposes No actions taken by the parties following a breach of mailings of notices, payments, or other communications, the addresses any of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of terms contained in this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed construed to be a waiver of a different any claim or subsequent breachconsent to any succeeding breach of the same or any other term. E. This Agreement incorporates all the agreements, covenants, and understandings between the parties hereto concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this written Agreement. No prior or contemporaneous agreement, covenant or understandings, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. F. Nothing in this Agreement shall not relieve the Qualifying Grantee from complying with present or future Town ordinances, duly adopted resolutions or regulations applicable to development within the Town. G. This Agreement may shall not be modifiedaltered, changed or terminated orally. No change, modification, addition or amendment shall be valid unless amended except by instrument in writing and signed executed by the parties thereto. H. The parties do not intend to create any third-party beneficiaries to this Agreement, which may only be enforced by the parties hereto. G. I. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Thereforefiled and recorded in the records of the County Clerk of the County of Taos. J. No water rights are conveyed with the pursuant to this Agreement, if any part of and all water rights present on the property attached to the properties) identified in this agreement, whether conveyed pursuant to this Agreement is rendered voidor not, invalid or unenforceable, such rendering shall not affect be reserved to the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyTown.

Appears in 2 contracts

Samples: Affordable Housing Agreement, Affordable Housing Agreement

Miscellaneous Provisions. A. The rights 7.1 These covenants and licenses granted by RESEARCH in this agreement are personal agreements as set forth herein, fully executed, shall be filed within Land Records of Xxxxxxx County, Maryland, and the filing of the same shall constitute constructive notice to PVI all heirs, successors, transferees, and assigns of the Property Owner of these covenants and agreements running with the land and notice of all stipulations made thereto. This document may not be assignedamended or modified in any way without the prior written approval of the authorized officials of the County, sublicensed and approval must be indicated on the face of any subsequently recorded document amending or otherwise transferred modifying this document. 7.2 Notwithstanding other provisions of this document placing rights, duties, obligations, and responsibilities on the Property Owner, as that term is defined herein, those rights, duties, obligations, and responsibilities shall only be exercised or enforced in the following manner: When the property is owned by the current owner, or by a succeeding developer, those requirements shall only be exercised or enforced by or against those legal entities. When an approved Association takes over ownership of the Property, those rights, duties, obligations, and responsibilities shall succeed to that Association as provided in the legal documents creating the same. It is not the intent of this document to create or impose any rights, duties, obligations, and responsibilities directly on subsequent owners of individual lots within the Subdivision, unless or until the Homes Association is unwilling or unable to exercise or comply with and enforce the terms of this document and fully meet all the duties, obligations, and responsibilities set forth herein, including, without being limited to, payment of any costs imposed by this document by all means specified in the documents creating the Association, including assessment of individual lot owners when necessary. If that Association ceases to exist or be in default of its duties, obligations, or responsibilities as set forth herein, the County shall have the option of directly enforcing them against individual owners of lots within the subdivision. 7.3 The County, at the Property Owner’s expense, shall cause this Agreement to be filed within Land Records of Xxxxxxx County, Maryland. 7.4 It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of this Agreement to create in the public or any member thereof, third-party beneficiary status in connection with the performance of the obligations herein without the written consent of RESEARCH. Any attempted assignment the County and notwithstanding its concurrence in or transfer without such consent approval of the award of any contract or subcontract or the solicitation thereof in fulfilling the obligations of the Agreement. 7.5 No elected official, appointed official, employee, servant, agent, or law enforcement officer shall be voidheld personally liable under this Agreement and any extension or renewals thereof because of its enforcement or attempted enforcement, provided they are acting within the course and scope of their employment or governmental duties and responsibilities. B. PVI hereby assures RESEARCH 7.6 In the event any portion of this Agreement is found to be unconstitutional, illegal, null, or void, by a court of competent jurisdiction, it is the intent of the Board of County Commissioners to sever only the invalid portion or provision, and that PVI will comply the remainder of the Agreement shall be enforceable and valid, unless deletion of the invalid portion would defeat the clear purpose of the Agreement, or unless deletion of the valid portion would produce a result inconsistent with all United States export controls as set forth the purpose and intent of the Board of County Commissioners in the Export Administration Regulations, 15 C.F.R. section 770 et seqentering into this Agreement. C. 7.7 The parties hereto agree that the above writing constitutes the entire agreement between them concerning this matter and that there are no understanding, promises, or arrangements binding either party hereto that have not been written herein. The parties further agree that this Agreement can be amended only by written agreement signed by the parties hereto. 7.8 This Agreement shall be governed by the internal laws of the State Maryland, without giving effect to its choice of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandinglaw provisions, and agreements, whether written any action brought by or oral, between the parties respecting shall vest jurisdiction and venue exclusively in the subject matter hereofCourts located in Xxxxxxx County, Maryland. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 2 contracts

Samples: Off Site Stormwater Facility Maintenance Agreement, Off Site Stormwater Facility Maintenance Agreement

Miscellaneous Provisions. A. The rights heading of the sections and licenses granted by RESEARCH in paragraphs of this agreement Settlement Agreement are personal included for convenience only and shall not be deemed to PVI and constitute part of this Settlement Agreement or to affect its interpretation. B. This Settlement Agreement, including all exhibits attached hereto, may not be assigned, sublicensed modified or otherwise transferred without amended except in writing signed by all of the written consent of RESEARCH. Any attempted assignment Parties or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqtheir counsel. C. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. D. This Settlement Agreement shall be governed by and construed in accordance with the substantive laws of Indiana, without giving effect to any choice or conflict of law provision, or rule that would cause the application of the laws of the State of Minnesotaany other jurisdiction. D. For purposes E. Except as otherwise provided in this Settlement Agreement, each party to this Settlement Agreement shall bear its own costs of mailings the Litigation. F. Named Plaintiffs, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx agree not to publicly disclose the terms of noticesthe agreement or comment publicly on the settlement reached in this matter. Class counsel agrees not to solicit media attention to discuss the resolution of this matter. However, paymentsif requested to comment by the media, media comments regarding the resolution of this matter will be restricted to information contained in the Class Notice. Class Counsel will not offer opinions in any media comments. If Class Counsel is asked questions about matters outside the information contained in the Class Notice, Class Counsel will advise the requesting media they cannot answer that question. Class Counsel will not discuss other past or future litigation against any of the Released Parties. Class Counsel will not advertise or otherwise promote itself during media comments regarding the resolution of this matter. Also, in media comments, Class Counsel will not address the Defendants’ insurance company by name or provide who is providing the settlement funds for the settlement. Nothing in this paragraph shall prohibit Class Counsel or the Settlement Administrator from distributing notices to local media outlets as described in Paragraph IV(A)(2) or providing a link to xxx.XxxxxXxxxxxXxxxXxxxxXxxxxx.xxx for the purpose of advising potential class members of their rights in this matter. G. If any clause, provision or paragraph of this Settlement Agreement is deemed illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the remaining clauses, provisions, or paragraphs of this Settlement Agreement, and this Settlement Agreement shall be construed and enforced as if such illegality, invalidity, or unenforceability had not been included herein. H. The Parties to this Settlement Agreement reserve the right, by agreement and subject to the Court's approval, to grant any reasonable time extensions that may be necessary to fully implement any of the provisions of this Settlement Agreement. I. All applications for Court approval or Court orders required under this Settlement Agreement shall be made on notice to Plaintiffs and Defendants. X. The determination of the terms of, and the drafting of, this Settlement Agreement, including its exhibits, has been by mutual agreement after mediation, with consideration by and participation of all Parties and their counsel. Since this Settlement Agreement was drafted with the participation of both Parties and their counsel, the presumption that ambiguities shall be construed against the drafter does not apply. Each of the Parties was represented by competent and effective counsel throughout the course of Settlement negotiations and in the drafting and execution of this Settlement Agreement, and there was no disparity in bargaining power among the Parties to this Settlement Agreement. In entering into this Settlement Agreement, none of the Parties relied on advice received from any outside party or their counsel. K. All of the exhibits to this Settlement Agreement are material and integral parts hereof, and are fully incorporated This Settlement Agreement and exhibits hereto constitute the entire, fully integrated agreement among the Parties and cancel and supersede prior written and unwritten agreements and understandings pertaining to the Settlement of this Litigation. L. Notice: 1. Any notice, request, instruction, or other communications, the addresses of the parties are document to be given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of by any party to this Settlement Agreement shall be waived and no breach excused, unless such waiver or consent to any other party to this Settlement Agreement (other than Class Notice) shall be in writing and signed delivered personally or sent by registered or certified mail, postage prepaid: If to Defendants: X. Xxxxxxx Xxxx Kightlinger & Gray, LLP Bonterra Building, Suite 000 0000 Xxxxxxxxxx Xxxx. New Albany, IN 47150. If to Class Counsel: Xxxxx X. Xxxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxx Xxxxxx Xxxxxx & Xxxxx PLC 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Louisville, Kentucky 40202. Dispute Resolution. The Parties agree that any disputes regarding the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing terms and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions conditions of this Settlement Agreement shall be deemed severablesubmitted to Xxx. ThereforeXxx X. Baker, who shall attempt to mediate such dispute, and if any part of this Agreement is rendered voidsuch dispute cannot be resolved via mediation, invalid or unenforceable, the Honorable Xxxxxxx Xxxxx shall decide such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partydispute.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Miscellaneous Provisions. A. The rights 8.1 This Agreement reflects, among other things, the compromise and licenses granted by RESEARCH settlement of disputed claims among the Parties hereto, and nothing in this agreement are personal Agreement nor any action taken to PVI effectuate this Agreement is intended to be an admission or concession of liability of any Party or third party or of the validity of any claim. Defendants deny the allegations in the Action and may not be assignedcontend that their conduct, sublicensed or otherwise transferred without and the written consent conduct of RESEARCH. Any attempted assignment or transfer without such consent shall be voideach of Defendants, has been lawful and proper. B. PVI hereby assures RESEARCH 8.2 This Agreement is entered into only for purposes of settlement. In the event that PVI will comply the Court enters an order preliminarily or finally approving the Settlement of the Action in a manner that is materially inconsistent with all United States export controls the terms and intent of this Agreement, the Parties shall meet and confer in good faith as to any such modifications by the Court. If it is determined by the Parties that the modifications do not materially alter the terms and intent of this Agreement, then this Agreement shall remain effective. However, if it is determined by the Parties, after meeting and conferring in good faith, that the modifications do materially alter the terms and intent of this Agreement, or if the Court refuses to grant Final Approval of this Agreement, or, if any Party has a good-faith basis to unilaterally determine that it does not want to proceed with the Settlement due to material modifications set forth in the Export Administration RegulationsCourt’s Preliminary Approval Order or Final Approval Order, 15 C.F.R. then, subject to Sections 8.4, 8.5 and 8.6, any Party shall have the option to terminate this Agreement. The Court will retain jurisdiction and will retain final authority to resolve any dispute with respect to this section 770 et seq. C. This 8.2. If this Agreement is terminated, except as otherwise set forth in Section 8.4, the Parties shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of noticesabsolved from all obligations under this Agreement, paymentsand this Agreement, any draft hereof, and any discussion, negotiation, documentation, or other communications, part or aspect of Parties’ settlement discussions leading to the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision execution of this Agreement shall have no effect and shall not be waived and no breach excused, unless such waiver or consent admissible evidence for any purpose. Any orders entered pursuant to the Settlement thereafter shall be null and void, shall not be an adjudication of any fact or issue for any purpose other than the effectuation of this Agreement, and shall not be considered as law of the case, res judicata, or collateral estoppel in writing this or any other proceeding. In addition, the status of the Action shall revert to the state it was in prior to the Settlement, and signed by the party claimed agreements contained herein (including the agreement not to have waived or consented. No waiver oppose the certification of a breach class) shall be deemed null and void, and shall not be cited or relied upon as an admission as to be a waiver the propriety of a different certification, and Parties shall have all rights, claims, and defenses that they had or subsequent breachwere asserting prior to this Agreement. F. This Agreement may not be modified8.3 In addition to Defendants’ rights set forth in Section 8.2, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severableterminable at the option of Defendants (a) if the valid opt-outs number more than three percent (3%) of the Class, or (b) if the releases set forth in Article VI are precluded, in any way, including by any objection or similar action taken by any governmental entity or court. Therefore, if This Agreement shall also be terminable at any part time upon the mutual agreement of Parties. 8.4 Notwithstanding the termination of this Agreement in accordance with the terms hereof, (a) the provisions in Sections 6.4 and 6.6 in favor of Defendants shall remain in full force and effect provided that the Chapter 11 Plan is rendered voidconfirmed, invalid or unenforceablethe Plan’s Effective Date occurs and the order confirming Chapter 11 Plan contains the Cap Re Carve-out, such rendering shall not affect and (b) the validity and enforceability provisions of 6.5 in favor of the remainder of this Agreement unless Ally Released Parties shall remain in full force and effect provided that the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair Chapter 11 Plan is confirmed and the value of the whole Agreement to either partyChapter 11 Plan’s Effective Date occurs.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in 9.1 Each party hereto agrees that it will not release any information to any third party with respect to the terms of this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred Agreement without the prior written consent of RESEARCHthe other party. Any attempted assignment This prohibition includes, but is not limited to, press releases, educational and scientific conferences, promotional materials, governmental filings, and discussions with lenders, investment bankers, public officials, and the media. Should any third party seek to obtain any information by legal process with respect to the existence or transfer without terms of this Agreement from either Party hereto, such consent Party shall promptly notify the other Party hereto, and shall take all appropriate measures to avoid and minimize the release of such information. 9.2 This Agreement will be construed, governed, interpreted, and applied in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., except that questions affecting the construction and effect of any patent will be determined by the law of the country in which the patent was granted. 9.3 In the event of an adjudication to resolve a dispute over the scope to or appropriate royalty payment (if any) under, any of the Patent Rights licensed under this Agreement, the Licensee may place any disputed royalty payments in an interest-bearing escrow account mutually satisfactory to the Licensee and Licensor, rather than paying them to the Licensor, during the pendency of the adjudication. If the determination of the adjudication is that no royalty payment is owed to the Licensor, the escrowed funds, together with any accrued interest, shall be voidreturned to the Licensee. If the determination of the adjudication is that a royalty payment is owed to the Licensor, the escrowed funds, together with any accrued interest, shall be paid to the Licensor. B. PVI hereby assures RESEARCH that PVI will comply 9.4 This Agreement constitutes the entire understanding between the Parties hereto with all United States export controls respect to the subject matter hereof. This Agreement supersedes any prior agreements between the Parties hereto as set forth to the subject matter of this Agreement except as specifically provided herein. No modification, extension or waiver of any provision hereof or any release of any right hereunder shall be valid, unless the same is in the Export Administration Regulations, 15 C.F.R. section 770 et seqwriting and is consented to by both Parties hereto. C. 9.5 The provisions of this Agreement are severable, and if any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such ineffectiveness, unenforceability and/or illegality shall not affect the validity or enforceability of any or all of the remaining portions hereof. 9.6 This Agreement shall be governed by construed in accordance with its fair meaning and not strictly for or against any Party. 9.7 This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but both of which together constitute one and the laws same Agreement. 9.8 Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement, nor the intent of any provision thereof. 9.9 Each Party acknowledges that it has or has, had the opportunity to consult with counsel of its choice and that in executing this Agreement it has not relied upon any statements, representations or agreements of any other person other than those contained herein. 9.10 Notwithstanding Paragraph 1.5 above, at anytime prior to the expiration of the State of Minnesotapatents licensed pursuant to this Agreement, Licensee may challenge in a legal proceeding the validity or enforceability the Patent Rights. Licensor may not use in said legal proceeding this Agreement, the language contained herein or the royalty payments previously made or required to be made by this Agreement as an admission by Licensee that any Patent Rights are valid, enforceable or infringed. D. For purposes of mailings of notices9.11 Licensee agrees to xxxx the Licensed Products made, paymentsused or sold in the United States with all applicable United States patent numbers. All Licensed Products used, shipped to or sold in other communications, countries will be marked in such a manner as to conform with the addresses patent laws and practice of the parties are given below. In country of use, shipment, and/or sale. 9.12 No failure or delay on the case part of RESEARCH: Theseus Researcheither Party hereto in the exercise of any power, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolisright or privilege under this Agreement shall operate as a waiver thereof, MN 55414 In the case nor shall any single or partial exercise of PVI: Princeton Video Imageany such power, Inc. Attention: President 00 Xxxxxxx Xxxxxxright or privilege preclude other or further exercise thereof or of any other right, Xxxxx 000 Xxxxxxxxx, XX 00000power or privilege. E. No term or provision of 9.13 Nothing in this Agreement shall be waived construed as: (a) a warranty or representation as to the validity, enforceability or scope of any patent by the Licensor; (b) a warranty or representation that any manufacture, sale, lease, use or importation will be free fi7om infringement of patents other than those under which and no breach excusedto the extent to which licenses or covenants are in force hereunder, unless such waiver including patents of third parties; (c) an agreement to bring or consent prosecute actions or suits against third parties for infringement; (d) conferring any right to use, in advertising, publicity or otherwise, any name, trade name, trademark, service xxxx, symbol or any other identification or any contraction, abbreviation or simulation thereof, (e) conferring by implication, estoppel or otherwise any license or other right under any patent, except as expressly granted herein; (f) a representation or warranty of any kind or the assumption of any responsibility whatsoever by any Party with respect to the manufacture, sale, lease, use or other disposition of any product or method licensed hereunder (including without limitation, claims of third parties asserting that a product is defective or unsafe for its intended purpose); and (g) a representation deemed to place Licensee and Licensor in a partnership, joint venture or agency relationship and neither party will have the right or authority to obligate or bind the other party in any manner. 9.14 All notices and communications provided for hereunder shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed mailed or delivered to be a waiver the business address of a different the respective Parties as aforementioned, or subsequent breachto such other address as any Party may designate from time to time in writing to the other. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement 9.15 Each of the panties respecting Parties agrees to perform reasonably requested actions of the subject matter hereof other Party which are required to effectuate the covenants and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions purposes of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyAgreement.

Appears in 2 contracts

Samples: Collaboration and Oem Agreement (Bruker Daltonics Inc), Collaboration and Oem Agreement (Bruker Daltonics Inc)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. a. This Agreement shall be construed and governed by in accordance with the laws of the State of Minnesota. D. For purposes of mailings of noticesFlorida. All parties to this Agreement have participated fully in the negotiation and preparation hereof and, paymentsaccordingly, or other communications, the addresses this Agreement shall not be more strictly construed against any one of the parties hereto. All parties agree particularly that his Agreement is bound by the terms of the County’s Road Facilities Impact Fee Ordinance and other applicable ordinances. Any and all applicable terms of those Ordinances are to be considered incorporated herein by reference. If there is any inconsistency found between this Agreement and such Ordinances or applicable law, those Ordinances or law shall prevail and be applicable. b. The Parties agree that Road Facilities Impact Fee Ordinance Section 13 limits the total amount of impact fee credits given belowto an amount not greater than the total amount of impact fees due for the Project. The parties further agree that they will not challenge in any judicial proceeding and will accept the interpretation of the County Attorney’s Office that the Road Facilities Impact Fee Credits identified or granted by this Agreement are limited to the amount of Impact Fees which are due or become due within the Development. c. In construing the case Agreement, the singular shall be held to include the plural, and the plural shall include the singular, the use of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In any gender shall include every other and all gender and captions and paragraph headings shall be disregarded. d. All of the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision exhibits attached to this Agreement are incorporated in and made a part of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachAgreement. F. This e. The Agreement, and any Exhibits and/or addendum made a part hereof, constitute the entire Agreement may and understanding of the parties and shall not be modified, changed modified or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed amended except by written agreement duly executed by the parties hereto. G. f. This Agreement constitutes is made for the sole benefit and contains the entire Agreement protection of the panties respecting parties and no other persons shall have any right of action hereunder. This Agreement shall be binding upon the subject matter hereof parties and supersedes any their respective successors and all prior negotiationspermitted assigns. g. All covenants, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereofrepresentation and warranties made herein shall be deemed to have material and relied on by each party to this Agreement. H. h. This agreement is recognized as being subject to the laws of Florida and the Ordinances of St. Johns County, Florida and therefore all applicable provisions thereof are incorporated herein and if any provision hereof is inconsistent with such provisions, such provision shall apply. i. The provisions of Developer must be a feepayer as referenced in the applicable impact fee ordinance to receive impact fee credits under this ordinance. j. Nothing in this Agreement shall act to allow an entity to receive impact fees credits for contributions provided by a government entity including, but not limited to, a Community Development District. k. Nothing in this Agreement shall be deemed severable. Thereforeto require the County to continue to levy or collect Impact Fees, or, if levied, to levy them for any part of certain amount. l. Any notices or reports required by this Agreement is rendered voidshall be sent to the following: County: County Administrator St. Johns County 500 San Sebastian View St. Augustine, invalid or unenforceableFlorida 32084 500 San Sebastian View St. Augustine, such rendering shall not affect the validity Florida 32084 Developer: WFC Ashford Xxxxx Owner VII, L.L.C. Attn: Xxxxxx X. Xxxxxxx and enforceability of the remainder of this Agreement unless the part or parts which are voidXxxxx X. Xxxxx 000 Xxxxxxxx Xxxxxx, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.Xxxxx 0000 Boston, Massachusetts 02116

Appears in 2 contracts

Samples: Impact Fee Agreement, Impact Fee Agreement

Miscellaneous Provisions. A. The rights 9.1 This Agreement, along with the Attachments and licenses granted by RESEARCH other documents referenced in this Agreement, which the Resident hereby acknowledges having received, contain the entire agreement are personal to PVI and between the parties. This Agreement may not be assignedamended or modified except in a writing signed by the parties. Notwithstanding the foregoing, sublicensed if there are changes to Federal, State, or otherwise transferred without Local laws or regulations or regulatory guidance which require modifications to the written consent terms of RESEARCH. Any attempted assignment or transfer without this Agreement such consent modifications shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as supersede the provisions set forth in this Agreement when required by the Export Administration Regulationslaws, 15 C.F.R. section 770 et seq. C. regulations, and/or guidance. The Attachments to this Agreement, as may be amended in the future, may be distributed to residents and/or their representatives as stand alone policies of the Facility. This Agreement shall be is governed by the laws of the State of MinnesotaNew York. The parties specifically consent that the courts of the State of New York shall have exclusive jurisdiction over any dispute arising from or related to this Agreement and the venue of any such action or proceeding shall be in the County in which the Facility is physically located. This Agreement shall supersede all prior Admission Agreements, if any, between the parties; notwithstanding the foregoing, any rights or claims of either party accruing or arising under such prior Admission Agreements, if any, shall continue to survive as permitted by the provisions of such prior Admission Agreements. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or 9.2 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be waived construed so as to render it enforceable and no breach excusedeffective to the maximum extent possible in order to effectuate the intent of this Agreement and the validity, unless legality, and enforceability of the remaining provisions in this Agreement shall not in any way be affected or impaired thereby. 9.3 This Agreement remains in effect if the Resident is readmitted to the Facility after a hospitalization or other temporary absence of less than thirty (30) days duration. Notwithstanding any other term in this Agreement or the length or purpose of the Resident’s stay, this Agreement shall continue in force and effect until a new agreement is signed between the parties. 9.4 Resident acknowledges receipt of the Facility’s Bed Hold/Red Reservation Policy (see Attachment D). 9.5 By signing this Agreement, Resident hereby acknowledges receipt of the Facility’s Privacy Notice (see Attachment E) and consents to the uses and disclosures contained in such waiver Notice and elsewhere in this Agreement, including, but not limited to, any uses and disclosures of protected health information for the Resident’s care, payment for the care, and the Facility’s health care operations, and for such other uses that are permitted or required under Federal or State law without the Resident’s consent shall or authorization. 9.6 Resident also agrees to the execution of the Statement of Intent to Return to Primary Residence, as applicable (see Attachment F). 9.7 The Resident’s facial photographs, and photographs of specific injuries or conditions, may be in writing and signed taken to use as identification or for other health care operations of the Facility, as necessary. Resident consents to the use of these photographs by the party claimed to have waived or consentedFacility. No waiver The Facility will maintain the confidentiality of a breach shall be deemed to be a waiver of a different or subsequent breachthese photographs, as required by law. F. This Agreement may not be modified9.8 Only those terms, changed conditions or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part intended to survive termination of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyso survive.

Appears in 2 contracts

Samples: Admission Agreement, Admission Agreement

Miscellaneous Provisions. A. a. The rights and licenses granted by RESEARCH Parties agree to stay all further proceedings in this Case, except such proceedings as are necessary to implement and complete this Settlement and/or to implement this Agreement, pending the Final Approval Hearing to be conducted by the Superior Court and the Effective Date of the Settlement. b. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. c. This Agreement constitutes the entire Agreement among these Parties. No representations, warranties or inducements have been made to any Party concerning this Agreement, other than the representations, warranties and covenants contained and memorialized in this Agreement and the documents it requires (such as the Notice of Settlement). d. Counsel for all Parties warrant and represent that they are expressly authorized by the Parties whom they represent to enter into this Agreement and to take all appropriate action required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to implement this Settlement. If the Parties are unable to reach agreement are personal on the form or content of any document needed to PVI and implement this Settlement or this Agreement, or on any supplemental provisions that may not be assignedbecome necessary to effectuate the terms of this Settlement or this Agreement, sublicensed or otherwise transferred without then either Party may seek the written consent of RESEARCH. Any attempted assignment or transfer without Superior Court’s assistance to resolve such consent disagreement. e. This Agreement shall be voidbinding upon, and shall inure to the benefit of, the successors of the Parties hereto, as previously defined. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This f. All terms of this Agreement shall be governed by and interpreted according to the laws of the State of MinnesotaWashington. D. g. In the event that one or more of the Parties institutes any legal action against any other party or Parties to enforce the provisions of this Settlement or to declare rights and/or obligations under this Settlement, the successful party or Parties shall be entitled to recover from the unsuccessful party or Parties reasonable attorneys’ fees and costs, including expert witness fees and costs incurred in connection with any enforcement actions. h. This Settlement may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, either by original signature, facsimile signature, or electronic Docu-Sign signature, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Settlement, which shall be binding upon and effective as to all Parties. i. Plaintiff and HRG believe that this is a fair, reasonable and adequate settlement, and have arrived at this Settlement through arm’s-length negotiations, taking into account all relevant factors, present and potential. j. The Parties, and each of them, represent that they have not made, and that they will not make any disclosure of the fact of Settlement or any of the Settlement terms prior to Class Counsel filing the motion for preliminary approval with the exception of disclosures made to those persons who are within each Party’s attorney-client privilege. k. The Parties, and each of them, agree that they have not and will not, prior to the Effective Date: (a) affirmatively contact any member of the media regarding this Settlement; or (b) issue any press releases regarding this Settlement. Plaintiff’s counsel and Plaintiff further agree that in response to any inquiry from the media prior to the Effective Date, they will make no comment beyond referring the reporter making the inquiry to the Court file for this Case or to Class Counsel’s notice website, which may contain information about the Settlement. Plaintiff’s counsel may create a notice website with information about this Settlement after preliminary approval of this Settlement is obtained from the Superior Court, which notice website may include a copy of this Agreement and any other documents filed with the Superior Court. IT IS SO AGREED. Counsel for Named Plaintiff Xxxxxxx Xxxxxx and Proposed Class Counsel Dated: Counsel for Heavy Restaurant Group, LLC Dated: Dated: [name, title] Dated: • A former employee brought claims against Heavy Restaurant Group, LLC (“HRG”) alleging: (1) that HRG failed to properly disclose, distribute or pay the service charges it collected at its Meet the Moon and Xxxxx x Xxxxx restaurants to the employees who worked at those restaurants; and (2) that HRG failed to provide compliant rest breaks under Washington law to the employees at its Meet the Moon and Xxxxx x Xxxxx restaurants. HRG strongly denies these allegations. The parties have reached a proposed Class Action Settlement. • The Class Action Settlement includes a total maximum settlement payment by HRG of $155,000.00. • To qualify for a share of this payment, you must have been employed by HRG and worked one or more shifts in the State of Washington as a non-exempt hourly-paid employee in a front of house position at HRG’s Meet the Moon or Xxxxx x Xxxxx restaurants at any time between November 12, 2017, and March 18, 2020, and have not excluded yourself from the Class Action Settlement. For purposes of mailings this Class Action Settlement, a “front of noticeshouse position” means a server, paymentsbartender, xxxxxx, host, expeditor, and/or cocktailer (or any other communications, the addresses similar “front of the parties house” service position). • You do not have to do anything to be eligible to receive a share of the settlement payment. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT DO NOTHING You will be eligible to get a payment for your share of the Class Action Settlement. (You may need to provide the Settlement Administrator any updated contact information to ensure you receive a payment). You will give up rights relating to the legal claims in this Case. ASK TO BE EXCLUDED Get no payment. This is the only option that allows you to ever be a part of any other lawsuit against HRG with respect to the legal claims in this Case. OBJECT Write to the Court if you do not like the settlement and explain why. If the Settlement is approved, you will still receive a payment and you will give up rights relating to the legal claims in this Case. GO TO A HEARING Ask to speak in Court about the fairness of the Class Action Settlement. If the Settlement is approved, you will still receive a payment and you will give up rights relating to the legal claims in this Case. • These rights and options—and the deadlines to exercise them—are given belowexplained in this Notice. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision • The Court in charge of this Agreement shall Case still has to decide whether to finally approve the Settlement. If the Court approves the Settlement, payments will be waived and no breach excused, unless such waiver or consent shall made after any appeals are resolved. Please be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachpatient. F. This Agreement may not be modified, changed or terminated orally1. No change, modification, addition or amendment shall be valid unless in writing Why did I get this Notice? 2. What is the Case about? 3. What is a class action and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement who is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.involved?

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights I understand that any use of Xxxxxxx'x name by me must be approved in advance by Moffitt, except for the use of Xxxxxxx'x name in connection with scientific presentations and licenses granted by RESEARCH in this agreement are personal publications according to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidstandard practice. B. PVI hereby assures RESEARCH that PVI will comply The assignments in Section 3 shall survive termination of this Agreement, and are irrevocable and in perpetuity, or, with all United States export controls as set forth in respect to copyrights, are for the Export Administration Regulations, 15 C.F.R. section 770 et seqlongest period otherwise permitted by law. My obligations under this Agreement shall survive any termination of my affiliation or engagement with Moffitt. C. This Agreement shall may not be governed modified or terminated except by the laws an instrument in writing signed by an authorized representative of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given belowMoffitt. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or If any provision of this Agreement shall is held unenforceable, then such provision will be waived and no breach excused, unless such waiver or consent shall be in writing and signed by modified to reflect the party claimed to have waived or consentedparties' intention. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The All remaining provisions of this Agreement shall remain in full force and effect. By initialing, signing, or otherwise acknowledging this Agreement either electronically or in writing, I acknowledge that I have read and understand this Agreement and that it constitutes a binding contract between me and Moffitt. This Agreement shall be deemed severablebinding upon the parties' heirs, executors, administrators, successors, assigns, and other legal representatives. D. Following a final determination of any claim to an ownership interest in intellectual property submitted by me to Moffitt for review pursuant to the Moffitt Intellectual Property Policy (Policy #ADM-1007), any remaining controversy or claims arising between the parties shall first be subject to nonbinding mediation as a mandatory condition precedent to filing a lawsuit or other proceeding. ThereforeThe parties shall mutually agree on a mediator within thirty days of a written demand for mediation. Each party shall bear half of the mediator's fees and expenses and shall pay all of its own attorney's fees and expenses related to the mediation. If for any reason the controversy is not resolved within sixty days of the written mediation demand, if then either party may initiate a lawsuit or other proceeding. E. I understand that this Agreement shall be governed by Florida law. Any lawsuit or proceeding between the parties shall be subject to the mandatory, exclusive jurisdiction of state and federal courts in Hillsborough County. The prevailing party in any part litigation between the Parties will be entitled to recover all expenses of any nature incurred in any way relating to the litigation whether incurred presuit, on appeal, or post-judgment, including attorney and expert fees. I acknowledge that my violation of this Agreement is rendered voidcould cause material and irrevocable damage to Moffitt not fully compensable by money damages. If I breach this Agreement, invalid Moffitt will have the right to seek injunctive relief. I waive any requirement for Moffitt to post a bond or unenforceable, such rendering shall not affect other security in connection with an action seeking injunctive relief. I also waive any right to challenge the validity and or enforceability of the remainder of any Moffitt Intellectual Property directly or indirectly through a third party. F. I understand that this Agreement unless is made in furtherance of and I am governed by applicable provisions of Xxxxxxx'x Intellectual Property Policy concerning patents, copyrights and other intellectual property rights. I have received, read, and understood a copy of Xxxxxxx'x Intellectual Property Policy. I also understand and acknowledge that Moffitt has the part or parts which are voidright to change the Policy from time to time, invalid or unenforceable as aforesaid in its sole discretion, and the Policy in effect at the time an invention is disclosed to the Innovation Office shall substantially impair govern the value determination of the whole Agreement rights in and to either partythat invention.

Appears in 1 contract

Samples: Non Employee Intellectual Property Agreement

Miscellaneous Provisions. A. 14 10.1 The rights Settling Parties (i) acknowledge that it is their intent to consummate this agreement; 15 and licenses granted by RESEARCH in (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and 16 conditions of this agreement Settlement Agreement, and to exercise their best efforts to accomplish the terms and 17 conditions of this Settlement Agreement. 18 10.2 The Settling Parties intend this settlement to be a final and complete resolution of all 19 disputes between them with respect to the Litigation. The settlement compromises claims that are personal to PVI 20 contested and may shall not be assigneddeemed an admission by any Settling Party as to the merits of any claim or 21 defense. The Settling Parties each agree that the settlement was negotiated in good faith by the Settling 22 Parties, sublicensed and reflects a settlement that was reached voluntarily after consultation with competent legal 23 counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be 24 appropriate, any contention made in any public forum that the Litigation was brought or otherwise transferred defended in 25 bad faith or without a reasonable basis. It is agreed that no Party shall have any liability to any other 26 Party as it relates to the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls Litigation, except as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqherein. C. This Agreement shall be governed by 27 10.3 Neither the laws Settlement Agreement, nor the settlement contained herein, nor any act 28 performed or document executed pursuant to or in furtherance of the State of Minnesota. D. For purposes of mailings of notices, payments, Settlement Agreement or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term 1 settlement (i) is or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall may be deemed to be or may be used as an admission of, or evidence of, the validity 2 or lack thereof of any Released Claim, or of any wrongdoing or liability of any of the Released Persons; 3 or (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission 4 of any of the Released Persons in any civil, criminal or administrative proceeding in any court, 5 administrative agency or other tribunal. Any of the Released Persons may file the Settlement Agreement 6 and/or the Order of Dismissal in any action that may be brought against them or any of them in order to 7 support a waiver defense or counterclaim based on principles of a different res judicata, collateral estoppel, release, good 8 faith settlement, judgment bar, or subsequent breachreduction or any other theory of claim preclusion or issue preclusion 9 or similar defense or counterclaim. F. 10 10.4 The Settlement Agreement may be amended or modified only by a written instrument 11 signed by or on behalf of all Settling Parties or their respective successors-in-interest. 12 10.5 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement understanding between NRS and Plaintiffs regarding 13 the payment of the panties respecting the subject matter hereof Litigation settlement and supersedes any and all prior previous negotiations, correspondenceagreements, understanding14 commitments, understandings, and agreements, whether written or oral, writings between NRS and Plaintiffs in connection with the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability payment 15 of the remainder of this Agreement unless the part or parts which are voidLitigation settlement. Except as otherwise provided herein, invalid or unenforceable as aforesaid each party shall substantially impair the value of the whole Agreement to either partybear its own costs.

Appears in 1 contract

Samples: Class Action Settlement Agreement

Miscellaneous Provisions. A. The rights parties may amend or supplement the Development Agreement and licenses granted this Addendum only by RESEARCH in this written amendment and with mutual agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidboth parties. B. PVI hereby assures RESEARCH that PVI Each party will comply with all United States export controls take such actions as set forth in any other party may reasonably request or as may be necessary or appropriate to consummate or implement the Export Administration Regulations, 15 C.F.R. section 770 et seqservices contemplated by this Agreement. C. This The Development Agreement shall and this Addendum and the legal relations between the parties will be governed by and construed in accordance with the laws of the State of MinnesotaMontana. D. Any notice, which either party may or is required to give, shall be given by mailing the same, postage prepaid, to following: For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCHMCPS: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxx XxXxxx Missoula County Public Schools 000 Xxxxx 000 XxxxxxxxxXxxxxx Xxxx Xxxxxxxx, XX 0000000000 For the City: Xxxxx Xxxxxxx City of Missoula, Parks and Recreation 000 Xxxxx Xxxx Missoula, MT 59802 E. No term The Development Agreement and this Addendum are binding upon and will inure to the benefit of each party and its successors or provision assigns, and nothing in the Development Agreement and this Addendum, express or implied, are intended to confer upon any other person or governmental entity rights or remedies of any nature whatsoever under the Development Agreement and this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachAddendum. F. This Agreement may not No failure on the part of a party to exercise or delay in exercising a right hereunder will be modifieddeemed a waiver thereof, changed nor will a single or terminated orally. No change, modification, addition partial exercise preclude further exercise of such or amendment shall be valid unless in writing and signed by the parties heretoany other right. G. This Agreement constitutes and contains the entire Agreement If a provision of the panties respecting Development Agreement and/or this Addendum are held to be unenforceable for any reason, the subject matter hereof provision will be adjusted rather than voided, if possible, to achieve the intent of the parties. All other provisions of the Development Agreement and supersedes any this Addendum will be deemed valid and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between enforceable to the parties respecting the subject matter hereofextent possible. H. The Notwithstanding Section X of the Development Agreement, no dispute arising out of the Development Agreement or this Addendum shall be submitted to arbitration. Nothing in this provision precludes the parties from engaging in mediation of any such disputes. I. If any legal action or other proceedings is brought for the enforcement of the Development Agreement and this Addendum, or because of an alleged dispute, breach, or default in connection with any of the provisions of the Development Agreement and this Agreement Addendum, the successful or prevailing party shall be deemed severable. Therefore, if entitled to recover reasonable attorney fees incurred in an action or proceeding in addition to any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts other relief to which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyit may be entitled.

Appears in 1 contract

Samples: Development Agreement

Miscellaneous Provisions. A. The rights 16.01. This Agreement embodies and licenses granted constitutes the entire understanding between the Parties with respect to subject matter hereof, and no prior agreements, understandings, representations and statements, oral or written, shall have any legal effect with respect to such subject matter. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by RESEARCH in this agreement are personal an instrument signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as extent set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqsuch instrument. C. 16.02. This Agreement shall be governed by by, and construed in accordance with the laws law of the State of Minnesota. D. For purposes New York. In the event of mailings of noticesany litigation, paymentsarbitration, or other communicationsproceeding by which one Party either seeks to enforce its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the addresses prevailing Party shall be entitled to recover from the other Party, in addition to any other relief awarded, any and all costs and expenses incurred with respect to such litigation, arbitration or other proceeding, including without limitation, reasonable attorneys’ fees, disbursements and costs, and experts’ fees and costs. 16.03. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the parties are given belowprovisions hereof. 16.04. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term event that any one or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement more of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, such determination will not render this Agreement invalid or unenforceable and the remaining provisions hereof shall remain in full force and effect. 16.05. Neither Party shall assign or transfer this Agreement or its rights hereunder without first obtaining the consent of the other, in writing, which consent shall not unreasonably be withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns; provided, however, Calm may, without the prior written consent of XSPA, assign or otherwise transfer its rights and obligations to an affiliate of Calm or the acquirer of all or substantially all of the assets of Calm; provided, however, that the prior written consent of XSPA shall be required in connection with the assignment to an acquirer of all or substantially all of the assets of Calm if such acquirer’s primary business is an airport-based provider of spa services. 16.06. For the convenience of the Parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed severablean original, but all of which together shall constitute one and the same document. 16.07. ThereforeNo waiver by either Party, if whether express or implied, of any part provision hereof, or of any breach or default thereof, shall constitute a continuing waiver of such provision or of any other provision of this Agreement. Acceptance of payments by Calm shall not be deemed a waiver by Calm of any violation of or default under any of the provisions of this Agreement is rendered voidby XSPA. Also, invalid if for any reason any acts or unenforceableomissions by XSPA hereunder not in conformance with any of the requirements hereof are not objected to by Calm from time to time, such rendering a failure to object shall not affect be deemed a waiver by Calm of any such requirement and Calm may insist upon due performance thereof by XSPA at any time. 16.08. The Parties acknowledge that irreparable injury would be caused by any breach or threatened breach by the validity and enforceability other Party of any of the remainder provisions of this Agreement unless and both Parties shall have the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair right to enforce the value specific performance of the whole Agreement and to either partyapply for injunctive relief against any act which would violate any of its provisions.

Appears in 1 contract

Samples: Product Sale and Marketing Agreement (XpresSpa Group, Inc.)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. 29.1 No term or provision of this Agreement shall be waived construed to provide any recovery of any losses, damages, costs or other amounts for which the damaged Party has been compensated for the same losses, damages, costs or other amount under any other provision of this Agreement or the Project Development Agreement or insurance proceeds. 29.2 Where either Party grants the other any indulgence, forbearance or extension of time or does not ascertain or exercise any of its rights or remedies, or delays in doing so, the rights and no breach excused, unless such waiver or consent remedies of that Party in respect of this Agreement shall be in writing and signed by the party claimed to have no way diminished, waived or consented. No extinguished. 29.3 If either Party waives any breach of this Agreement, it will still be entitled to enforce that provision subsequently and that waiver of a breach shall not be deemed to be a waiver of a different any subsequent breach of that or subsequent breachany other provision. F. This 29.4 If at any time any part of this Agreement may not (including any one or more of the clauses of this Agreement or any sub-clause or paragraph or any part of one or more of these clauses) is held to be modifiedor becomes void or otherwise unenforceable for any reason under any Applicable Laws, changed or terminated orally. No change, modification, addition or amendment the same shall be valid unless in writing deemed omitted from this Agreement, the remainder of this Agreement shall be read accordingly and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement validity or enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The remaining provisions of this Agreement shall not in any way be affected or impaired as a result of that omission. 29.5 Each Party agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or reasonably requested by the other Party to establish, maintain and protect the rights and remedies of the other Party and to carry out and effect the intent and purpose of this Agreement. 29.6 At any time after the Effective Date the Parties shall, and shall use all reasonable endeavours to, procure that any necessary third party shall execute such documents and do such acts and things as that Party may reasonably require for the purpose of giving to that Party the full benefit of all the provisions of this Agreement. 29.7 This Agreement contains the entire agreement between the Parties in relation to its subject matter. Each of the Parties irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind this Agreement because of, breach of any warranty not expressly contained in this Agreement, or any misrepresentation whether or not contained in this Agreement, unless such misrepresentation was made fraudulently. 29.8 A person who is not a party to this Agreement (including any employee, officer, agent, representative or subcontractor of either party) has no right to enforce any term of this Agreement. 22.1. Nothing in this Agreement shall create, or be deemed severable. Thereforeto create, if a partnership or joint venture or relationship of employer and employee or principal and agent between the Parties and no employee of one Party shall be deemed to be or have become an employee of the other Party. 29.9 Notwithstanding any part other provision of this Agreement, neither Party shall be entitled to recover compensation or make a claim under this Agreement in relation to any loss or damage that it has incurred to the extent that it has already been compensated in respect of that loss or damage under this Agreement, the Project Development Agreement, insurance proceeds or otherwise. No Party shall be entitled to recover damages or obtain an extension of time, payment, reimbursement, restitution or indemnity more than once in respect of the same loss or damage. 29.10 This Agreement is rendered voidprepared in three (3) copies in the Albanian language and three (3) copies in the English language. In the event of conflict between the Albanian language version and the English language version, invalid or unenforceable, such rendering the Albanian language version shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyprevail.

Appears in 1 contract

Samples: Support Agreement

Miscellaneous Provisions. A. The rights and licenses granted ‌ 1. No offer of settlement of a grievance by RESEARCH either party to the grievance will be admissible as evidence in later grievance proceedings or elsewhere. No settlement of a grievance will constitute a binding precedent in the settlement of similar grievances, unless otherwise agreed. 2. If the grievance concerns nonrenewal, the grievance review will be limited to determining whether the decision was the result of failure to follow procedures, unless otherwise provided in this agreement are personal to PVI and may not be assignedagreement. The burden of proof, sublicensed or otherwise transferred without in such cases, will rest with the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidgrievant. B. PVI hereby assures RESEARCH that PVI 3. Neither COHE nor its members nor the Board nor its administrators will comply with all United States export controls as set forth retaliate or effect reprisals against any faculty unit member for processing or participating in the Export Administration Regulations, 15 C.F.R. section 770 et seqa grievance. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below4. In the case event a grievance is filed near the end of RESEARCH: Theseus Researchan academic year and strict adherence to time limits will result in hardship to any party, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolisthe parties will do everything reasonable to allow the grievance to be processed in an expeditious manner. 5. Grievance records will not be maintained in any faculty unit member's institutional personnel file. 6. The parties to the grievance may, MN 55414 In in their discretion, waive any of the case of PVI: Princeton Video Imagetime limitations provided for herein; provided, Inc. Attention: President 00 Xxxxxxx Xxxxxxhowever, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless that such waiver or consent shall must be in writing and signed by both parties involved at the party claimed particular level or step of the grievance machinery. A request for an extension of time to have waived or consenteda date certain will not unreasonably be denied. 7. No waiver In the case of a breach shall be deemed grievance concerning a discipline pursuant to be Article VIII or a waiver termination pursuant to Article XIV, Faculty Unit Member Reduction Procedures, the burden to prove the conduct charged or the factual basis for a reduction in force will rest upon the administration to the extent required by law. Grievants bear the burden of production. Grievants also bear the burden of persuasion by a different preponderance of evidence for affirmative defenses to actions involving discipline, termination or subsequent breachreduction in force and for all claims that an administrative action misinterprets, misapplies or violates a specific right protected under this agreement or Board policy. F. This Agreement 8. Parties to the grievance will bear their own expense in a grievance proceeding. The institution or the Board will bear the expense of providing the hearing examiner and all attendant costs thereto. 9. By written notice, a grievant may amend his/her grievance by advancing further allegations to supplement those that formed the original basis for his/her claim that specified terms or provisions had been misinterpreted, misapplied or violated, at any time prior to (i) the time the hearing examiner sets the matter down for hearing if the matter is referred to a hearing examiner, or (ii) the date the executive director notifies the grievant that a hearing will not be modifiedconvened. The filing of such amendments will not act to extend any time constraints. In particular, changed grievants may only increase the numbers of terms or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by provisions allegedly violated if such additional specifications are filed within the parties heretotime allowed for filing the original grievance. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Agreement Between the South Dakota Board of Regents and the Council of Higher Education

Miscellaneous Provisions. A. 21.1 The rights and licenses granted by RESEARCH in this agreement are personal to PVI and Lease may not be assigned, sublicensed the subject of any registered pledge or otherwise transferred without lien by the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidLessee. B. PVI 21.2 The Lessee undertakes to inform the Lessor of any fact or circumstance that may affect its economic, legal or financial situation, including any merger or transformation, and any amendment to its Articles of Association which may have an impact on the Lease. The Lessee hereby assures RESEARCH that PVI guarantees compliance (“se porte fort”) by its shareholders who will comply not proceed with all United States export controls as set forth in any amendment of its Articles of Association having the Export Administration Regulationseffect of transferring the Lessee’s registered offices to a State other than metropolitan France. The Lessee undertakes to send to the Lessor, 15 C.F.R. section 770 et seqwithin one month following registration of any amendment with the Clerk’s Office [of the Commercial Court], an updated “Kbis” trade register extract together with a certified true copy of the deeds observing this amendment. C. This Agreement shall be governed 21.3 No tolerance by the laws Lessor concerning the clauses and conditions of this agreement may ever be construed as any sort of amendment to the agreement, and the Lessor may always bring an end to such tolerance. 21.4 If any one of the State provisions of Minnesota. D. For purposes the Lease should be held to be null and void as a consequence of mailings of notices, paymentsa judicial decision, or other communicationsis modified as a consequence of a decision by a national or European authority, the addresses of Parties shall in good faith endeavour to adapt the parties are given below. In the case of RESEARCH: Theseus Researchconditions for its performance, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless it being agreed that such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering nullity shall not affect the validity and enforceability other provisions of the remainder Lease. 21.5 In the event of this Agreement unless sale or transfer or all or part of ownership in the part or parts which are voidProperty, invalid or unenforceable as aforesaid the Lease shall substantially impair the value be fully and automatically transferred in favour of the whole Agreement new owner, it being agreed that such transfer extends to either partyand includes all security interests and incidentals, including any first-demand guarantees and any personal guarantees which have been granted in favour of the Lessor, and the Lessee undertakes to notify this condition and bring it to the attention of all guarantors, or immediately to issue new valid guarantees for the new owner, failing which this Lease may be terminated. The same applies in the event of transfer of the security deposit to the new owner of the Property who shall thereby become the sole debtor of the Lessee, which hereby expressly accepts the same.

Appears in 1 contract

Samples: Commercial Lease (Icon PLC)

Miscellaneous Provisions. A. The rights Parties agree that the recitals are contractual in nature and licenses granted by RESEARCH in form a material part of this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidAgreement. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as This Agreement and its accompanying exhibits set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws entire understanding of the State of Minnesota. D. For purposes of mailings of notices, payments, Parties. No change or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision termination of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid effective unless in writing and signed by the parties heretoClass Counsel and Defense Counsel. No extrinsic evidence or parol evidence shall be used to interpret this Agreement. G. This Agreement constitutes and contains C. With the entire Agreement exception of the panties respecting confidential agreement referenced in Section IX.E, any and all previous agreements and understandings between or among the Parties regarding the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreementsof this Agreement, whether written or oral, between are superseded and hereby revoked by this Agreement. The Parties expressly agree that the parties respecting the subject matter hereofterms or conditions of this Agreement will control over any other written or oral agreements. H. D. All of the Parties warrant and represent that they are agreeing to the terms of this Agreement based upon the legal advice of their respective attorneys, that they have been afforded the opportunity to discuss the contents of this Agreement with their attorneys, and that the terms and conditions of this document are fully understood and voluntarily accepted. E. The provisions waiver by any party of a breach of any term of this Agreement shall not operate or be deemed severableconstrued as a waiver of any subsequent breach by any party. Therefore, if The failure of a party to insist upon strict adherence to any part provision of the Agreement shall not constitute a waiver or thereafter deprive such party of the right to insist upon strict adherence. F. The headings in this Agreement is rendered void, invalid or unenforceable, such rendering are inserted merely for the purpose of convenience and shall not affect the validity meaning or interpretation of this document. G. This Agreement may be executed by facsimile signature and enforceability in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the remainder same instrument. Signatures may be obtained electronically via DocuSign, AdobeSign or similar service. The date of execution shall be the latest date on which any party signs the Agreement. H. This Agreement has been negotiated among and drafted by Class Counsel and Defense Counsel. Plaintiffs, Plaintiffs’ Counsel, Class Members, and Defendant shall not be deemed to be the drafter of this Agreement unless or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter or otherwise resort to the part contra proferentem canon of construction. Accordingly, this Agreement should not be construed in favor of or parts against one party as to the drafter, and the Parties agree that the provisions of California Civil Code § 1654 and common law principles of construing ambiguities against the drafter shall have no application. All Parties agree that counsel for the Parties drafted this Agreement during extensive arm’s-length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Agreement was made or executed. I. Each party represents and warrants that the individual(s) executing this Agreement is/are voidauthorized to enter into this Agreement on behalf of that party. J. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the Court in which this Action is pending. K. The Parties reserve the right, invalid subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement. L. If any one of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable as aforesaid in any respect, such invalidity, illegality, or unenforceability shall substantially impair the value not affect other provisions if Defense Counsel and Class Counsel, on behalf of the whole Agreement Parties, mutually elect to either partyproceed as if such invalid, illegal, or unenforceable provision had never been included in this Agreement.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. 13.1 The rights Parties shall cooperate in good faith and licenses granted by RESEARCH in shall use their best efforts to obtain the Court’s approval of this agreement are personal to PVI Agreement and may all of its terms. 13.2 This Agreement shall not be assignedoffered or be admissible in evidence in any action or proceeding except: (1) the hearings necessary to obtain and implement Court approval of this Settlement; and (2) any hearing to enforce the terms of this Agreement or any related order in the Litigation. 13.3 This Agreement constitutes the entire agreement between the Parties with regard to the subject matter contained herein, sublicensed or otherwise transferred without and all prior and contemporaneous negotiations and understandings between the written consent of RESEARCH. Any attempted assignment or transfer without such consent Parties (including the Parties’ settlement term sheet) shall be voiddeemed merged into this Agreement. B. PVI hereby assures RESEARCH that PVI will comply with 13.4 This Agreement shall apply to and be binding upon and shall inure to the benefit of the Parties hereto, the Released Parties, and Class Counsel, as well as their respective successors, heirs and assigns. The Parties acknowledge it is their intent to consummate this Agreement and agree to cooperate to the extent reasonably necessary to effect and implement all United States export controls as terms and conditions of the Agreement and to exercise their best efforts to accomplish the foregoing terms and conditions of the Agreement. 13.5 The Parties have negotiated all the terms and conditions of this Agreement at arm’s length. All terms and conditions of this Agreement in the exact form set forth in this Agreement are material to this Agreement and have been relied upon by the Export Administration Regulations, 15 C.F.R. section 770 et seqParties in entering into this Agreement. C. 13.6 The captions or headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall have no effect upon the construction or interpretation of any part of this Agreement. 13.7 The determination of the terms and conditions of this Agreement has been by mutual agreement of the Parties. Each Party participated jointly in the drafting of this Agreement, and therefore the terms and conditions of this Agreement are not intended to be, and shall not be, construed against any party by virtue of draftsmanship. 13.8 No person shall have any claim against the Released Parties, Defendant, Defendant’s Counsel, the Class Representative, or Class Counsel based on distribution of benefits made substantially in accordance with this Agreement or any Settlement-related order(s) of the Court. 13.9 This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of MinnesotaWisconsin without regard to choice of law principles, except to the extent that the law of the United States governs any matter set forth herein, in which case such federal law shall govern. D. For purposes 13.10 The Court shall retain jurisdiction over the interpretation and implementation of mailings of noticesthis Agreement. 13.11 No waiver, payments, modification or other communications, the addresses amendment of the parties are given belowterms of this Agreement, whether purportedly made before or after the Court’s approval of this Agreement and the Settlement, shall be valid or binding unless in writing, signed by or on behalf of all Parties, and then only to the extent set forth in such written waiver, modification or amendment, subject to any required Court approval. In Any failure by any Party to insist upon the case strict performance by the other Party or Parties of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In any of the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision provisions of this Agreement shall not be waived deemed a waiver of future performance of the same provisions or of any of the other provisions of this Agreement, and no breach excusedsuch Party, unless notwithstanding such waiver failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Agreement. 13.12 Any notice or consent other formal communication required or permitted to be delivered under this Agreement shall be in writing and signed sent by First Class United States mail to counsel for the Party to whom the notice is directed at the following addresses: If to Defendant: Seyfarth Xxxx LLP Attention: Xxxxxx X. Devata, Esq. 000 Xxxxx Xxxxxx Xxxxx, Suite 8000 Chicago, IL 60606 If to Plaintiff: Xxxxxxx Xxxxxxx Xxxxxxxx, X.X. Xxxx: Xxxx Xxxxxxxx, Esq. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Philadelphia, PA 19103 13.13 Class Counsel, on behalf of the Settlement Class, are expressly authorized by the party claimed Class Representative and the Settlement Class Members to have waived take all appropriate action required or consented. No waiver of a breach shall be deemed permitted to be a waiver taken by the Settlement Class pursuant to the Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Agreement on behalf of a different the Settlement Class that they deem necessary or subsequent breachappropriate. Each attorney or other person executing the Agreement on behalf of any Party hereto hereby warrants that such attorney or other person has the full authority to do so. F. This 13.14 The Parties may execute this Agreement may not be modifiedin counterparts, changed or terminated orally. No change, modification, addition or amendment and execution in counterparts shall be valid unless in writing have the same force and effect as if all Parties had signed by the parties heretosame instrument. G. This Agreement constitutes 13.15 Any signature made and contains transmitted by facsimile, email, PDF or other electronic methods for the entire Agreement purpose of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of executing this Agreement shall be deemed severable. Therefore, if any part an original signature for purposes of this Agreement is rendered void, invalid or unenforceable, and shall be binding upon the Party whose counsel transmits the signature page by such rendering shall not affect the validity and enforceability electronic means. Case 2:17-cv-00585-LA Filed 12/21/20 Page 17 of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.45 Document 72-1

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. a. The rights and licenses granted by RESEARCH Parties agree to stay all further proceedings in this Case, except such proceedings as are necessary to implement and complete this Settlement and/or to implement this Agreement, pending the Fairness Hearing to be conducted by the Superior Court and the Effective Date of the Settlement. b. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. c. This Agreement constitutes the entire Agreement among these Parties. No representations, warranties or inducements have been made to any Party concerning this Agreement, other than the representations, warranties and covenants contained and memorialized in this Agreement and the documents it requires (such as the Notice of Settlement and Exclusion Form). d. Counsel for all Parties warrant and represent that they are expressly authorized by the Parties whom they represent to enter into this Agreement and to take all appropriate action required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to implement this Settlement. If the Parties are unable to reach agreement are personal on the form or content of any document needed to PVI and implement this Settlement or this Agreement, or on any supplemental provisions that may not be assignedbecome necessary to effectuate the terms of this Settlement or this Agreement, sublicensed or otherwise transferred without then either Party may seek the written consent of RESEARCH. Any attempted assignment or transfer without Superior Court’s assistance to resolve such consent disagreement. e. This Agreement shall be voidbinding upon, and shall inure to the benefit of, the successors of the Parties hereto, as previously defined. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This f. All terms of this Agreement shall be governed by and interpreted according to the laws of the State of MinnesotaWashington. D. For purposes g. Plaintiff and the Company believe that this is a fair, reasonable, and adequate settlement, and have arrived at this Settlement through arm’s-length negotiations, considering all relevant factors, present and potential. h. The Settlement Administrator may create a notice website with information about this Settlement after preliminary approval of mailings of noticesthis Settlement is obtained from the Superior Court, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision which notice website may include a copy of this Agreement and any other documents filed with the Superior Court. The notice website shall be waived made available (for review and no breach excusedcomments) to Company’s counsel five (5) business days in advance of making it available to the public. Plaintiff’s counsel shall consider in good faith any edits, unless such waiver concerns, or consent shall be in writing and signed suggestions raised by Company’s counsel before the party claimed to have waived notice website is shared with the public or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachwith the Settlement Class Members. F. This Agreement may not be modifiedi. The Parties agree that neither they nor their counsel shall issue a press release or seek media attention to the Settlement. IT IS SO AGREED. COUNSEL FOR PLAINTIFF XXXXXX X. XXXXXX AND PROPOSED CLASS COUNSEL ENTENTE LAW PLLC Xxxxx X. Xxxx, changed or terminated orally. No changeWSBA #28969 COUNSEL FOR DEFENDANT DOMINO’S PIZZA LLC DLA PIPER LLP (US) Xxxxxxx Xxxxxx Dated: Dated: 1/11/2024 XXXXXXXXX XXXXXXXX & XXXXXX Xxxx X. Xxxxxx, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.WSBA #20714 Dated: DOMINO’S PIZZA LLC ______________ By {Authorized Representative} Dated: PLAINTIFF AND PROPOSED CLASS REPRESENTATIVE Xxxxxx X. Xxxxxx Dated: SUPERIOR COURT FOR THE STATE OF WASHINGTON IN AND FOR KING COUNTY — NOTICE OF SETTLEMENT —

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. 12.1 The Parties, their successors and assigns, and their attorneys (i) acknowledge that it is their intent to consummate this Settlement Agreement; (ii) agree to use reasonable efforts to cooperate with one another in seeking Court approval of this Settlement Agreement; (iii) agree to cooperate in the Claims Administration process and implementation of the Settlement Agreement and to make all reasonable efforts to control and minimize the costs and expenses incurred in the administration and implementation of the Settlement Agreement; and (iv) agree to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, and to exercise their best efforts to accomplish the terms and conditions of this Settlement Agreement. 12.2 Each of the Representative Plaintiffs and Class Counsel agrees that he, she, or they will not disparage Burgerville or any of the other Released Persons in any manner potentially harmful to them or their business, business reputation, or personal reputation. This agreement not to disparage includes, but is not limited to, publishing disparaging statements (whether anonymously or for ascription) on the web, in blogs, in chat rooms, in emails, or in any other electronic means of transmitting information. Notwithstanding the above, it is expressly agreed that nothing herein restricts Class Counsel from meeting any ethical obligation in communicating with Class Members or Settlement Class Members who contact Class Counsel. 12.3 The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Action. If this Agreement does not become effective or is cancelled, withdrawn, or terminated for any reason, it shall be deemed a negotiation for settlement purposes only and will not be admissible in evidence or usable for any purposes whatsoever in the Action or any other proceedings between the Parties or in any other action related to the Released Claims or otherwise involving the Parties or any Released Persons. The Settlement Agreement compromises claims that are contested and shall not be deemed an admission by any of the Parties as to the merits of any claim or defense. The Parties each agree that the Settlement Agreement was negotiated in good faith by the Parties, and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. The Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Action was brought or defended in bad faith or without a reasonable basis. Nothing in this Agreement may constitute, may be construed as, or may be used as an admission by Burgerville of any fault, wrongdoing, or liability whatsoever or that class certification is appropriate. Burgerville continues to affirmatively deny all liability and all of the claims, contentions, Released Claims, and each and every allegation made by the Representative Plaintiffs in the Action. 12.4 The Settlement Agreement may be amended or modified only by a written instrument signed by or on behalf of all Parties or their respective successors- in-interest. The Parties agree that nonmaterial amendments or modifications to this Settlement Agreement may be made in writing after entry of the Preliminary Approval Order without the need to seek the Court’s approval. Without further order of the Court, the Parties may agree in writing to reasonable extensions of time to carry out any of the provisions of this Settlement Agreement or the Preliminary Approval Order. 12.5 If the Court indicates, prior to entry of the Preliminary Approval Order or the Final Approval Order and General Judgment, that the Settlement Agreement will not be approved unless certain changes are made, the Parties will attempt in good faith to reach an agreement as to any such changes prior to withdrawing from this Settlement Agreement. However, if no such agreement can be reached within thirty (30) days after the Court indicates that the Settlement Agreement will not be approved unless certain changes are made, then the Representative Plaintiffs or Burgerville may terminate and withdraw from this Agreement. If this Settlement Agreement is terminated under such circumstances, the Representative Plaintiffs and Burgerville shall be deemed to be in the same positions as existed prior to its execution, with the same status quo ante rights and licenses granted interests as they may have had absent the entry by RESEARCH Burgerville and the Representative Plaintiffs into this Settlement Agreement and any and all other understandings and agreements between the Parties and their respective counsel relating to the Settlement Agreement shall be deemed to be null and void and of no force and effect. 12.6 The Settlement Agreement, together with the exhibits attached hereto, constitute the entire agreement among the Parties with respect to the matters discussed herein and supersede all prior or contemporaneous oral or written understandings, negotiations, agreements, statements, or promises. In executing this Agreement, the Parties acknowledge that they have not relied upon any oral or written representations, warranties, understandings, negotiations, agreements, statements, promises, or inducements concerning the Settlement Agreement other than the representations, warranties and covenants contained and memorialized in this agreement are personal Agreement. The Parties also acknowledge and agree that each has been represented by its own counsel with respect to PVI the negotiating and may not be assigneddrafting of this Settlement Agreement. Except as otherwise provided herein, sublicensed or otherwise transferred without the written consent of RESEARCHeach party shall bear its own costs. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls All exhibits to this Agreement as set forth in herein are integrated herein and are to be considered terms of this Agreement as if fully set forth herein. To the Export Administration Regulationsextent that there are any inconsistencies between the Settlement Agreement and its exhibits, 15 C.F.R. section 770 et seqthe terms of the Settlement Agreement control. C. This 12.7 Class Counsel, on behalf of the Class, is expressly authorized by Representative Plaintiffs to take all appropriate actions required or permitted to be taken by the Class pursuant to the Settlement Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Settlement Agreement on behalf of the Class which they deem appropriate in order to carry out the spirit of this Settlement Agreement and to ensure fairness to the Class. 12.8 Each counsel or other person executing the Settlement Agreement on behalf of any Party hereto hereby warrants that (s)he has the authority to execute this Settlement Agreement and thereby bind the respective Party. The Representative Plaintiffs each warrant and represent that (s)he is the sole and lawful owner of all rights, title, and interest in and to all of his or her Released Claims and that (s)he has not heretofore voluntarily, by operation of law or otherwise, sold, assigned, or transferred or purported to sell, assign, or transfer to any other person or entity any of his or her Released Claims or any part or portion thereof. 12.9 Any failure by any Party to insist upon the strict performance by any other Party of any provision of this Settlement Agreement shall not be deemed a waiver of any provision of this Settlement Agreement and such Party, notwithstanding such failure, shall have the right thereafter to insist upon the strict performance of any and all of the provisions of this Settlement Agreement. 12.10 The Settlement Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of original executed counterparts shall be filed with the Court. 12.11 The Settlement Agreement shall be binding upon, and inure to the benefit of, the respective current and future heirs, legal representatives, executors, administrators, successors and assigns of the Parties hereto. 12.12 The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the Settlement Agreement, and all Parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in the Settlement Agreement. 12.13 The Settlement Agreement shall be considered to have been negotiated, executed, and delivered, and to be wholly performed, in the State of Oregon, and the rights and obligations of the parties to the Settlement Agreement shall be construed and enforced in accordance with, and governed by by, the internal, substantive laws of the State of MinnesotaOregon without giving effect to choice of law principles. D. For purposes of mailings of notices12.14 As used herein, payments“he” means “he, she, or other communicationsit;” “his” means “his, the addresses of the parties are given below. In the case of RESEARCH: Theseus Researchhers, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolisor its,” and “him” means “him, MN 55414 In the case of PVI: Princeton Video Imageher, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachit. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 19.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 19.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 19.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices19.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 19.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 19.9 This Agreement is rendered voidexecuted in five (5) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and the rest of which shall not affect be submitted to the validity equity interest pledge registration authority to handle the equity interests pledge registration procedures, and enforceability each of the remainder which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Equity Interests Pledge Agreement to either party.among Shenzhen Fangdd Information Technology Co., Ltd., Xxxx Xx and Shenzhen Fangdd Network Technology Co., Ltd.)

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. 9.1 The rights following miscellaneous provisions apply to this Settlement: 9.2 Except as provided herein, neither this Agreement, approved or not approved, nor any exhibit, document, or instrument delivered hereunder, nor any statement, transaction, or proceeding in connection with the negotiation, execution, or implementation of the Settlement is intended to be or shall be construed as or deemed to be evidence of an admission or concession by the NABP of any liability or wrongdoing or admission or concession regarding the truth of any allegations in the Complaint, and licenses granted by RESEARCH none of them shall be admissible in evidence for any such purpose in this agreement or any other proceeding, except that the Settlement Agreement and any Orders entered in connection therewith may be offered and received in connection with proceedings as may be necessary to consummate or enforce the Settlement Agreement, or in any proceeding in which issues are personal presented which pertain to PVI and NABP’s compliance with the Settlement or with any Orders which may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidhave been entered at any time in connection with this Settlement. B. PVI hereby assures RESEARCH 9.3 NABP stipulates that PVI will comply with all United States export controls the identities of and amounts paid by the class members provided to the Class Administrator are accurate based upon a review of documents and information kept as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqpart of its Official Records. C. This Agreement shall be governed by 9.4 The Parties and their counsel express no opinion concerning the laws tax consequences of the State of Minnesota. D. For purposes of mailings of noticesthis Settlement to individual Settlement Class Members and make no representations, paymentswarranties, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless assurances regarding such waiver or consent shall be in writing and signed by the party claimed to have waived or consentedtax consequences. No waiver of a breach opinion, representations, warranties, or other assurances shall be deemed to have been made by the Parties or their counsel with respect to such tax consequences by virtue of this Settlement Agreement or by effectuating this settlement, and the Parties and their counsel shall not be a waiver held liable for any such tax consequences that may occur. Settlement Class Members are directed to consult their own tax advisors regarding any tax consequences of a different the proposed settlement, including any payments or subsequent breachbenefits provided hereunder, and any tax reporting obligations they may have with respect thereto. Each Settlement Class Member’s tax obligations, and the determination thereof, are the sole responsibility of the Settlement Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Settlement Class Member. F. This 9.5 All proceedings with respect to the Settlement described by this Agreement may not be modifiedand the determination of controversies relating thereto, changed including disputed questions of law or terminated orally. No changefact with respect to the validity of claims and the interpretation of this Agreement, modification, addition or amendment shall be valid unless in writing and signed subject to the continuing jurisdiction of the Court. 9.6 Under no circumstances shall the NABP be required under this Agreement to incur or pay any fees or expenses that it is not explicitly obligated to incur or pay hereunder. 9.7 All matters not specifically covered by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be resolved by Agreement of Settlement Class Counsel and counsel for the NABP, or if they cannot agree, by the Court. 9.8 If more than six percent (6%) of the Settlement Class Members opt out, the NABP has the right to withdraw from the Settlement within fifteen days of the opt-out deadline. 9.9 The service of papers and notices under this Agreement shall be made upon the Plaintiff and the Settlement Class by mailing and emailing such papers to: Xxxxxx X. Xxxx, Esq. Xxxxxxxx Xxxxx Xxxx Xxxxxx LLP 110 S.E. 0xx Xxxxxx, Xxxxx 0000 Fort Lauderdale, FL 33301 Xxxxx X. Xxxx, Esq. Sorling, Xxxxxxxx, Xxxxx, Xxxxxx & Xxxxxxx, Ltd. 0 Xxxxx Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 P.O. Box 5131 Springfield, IL 62705 Xxxxxx X. Xxxxx, Esq. Xxxxxx & Xxxxxxxxx LLP Xxx Xxxxx Xxxxxx Xxxxx, Suite 4400 Chicago, IL 60606 9.10 This Agreement represents an integrated document negotiated and agreed to between the Parties and shall not be amended, modified or supplemented, nor shall any of its provisions be deemed severableto be waived, unless by written agreement signed by the Parties. Therefore, if This document has been drafted jointly and is not to be construed against any part party. 9.11 This Agreement represents the entire and sole agreement negotiated and agreed to between the Parties to this Agreement. 9.12 Each and every term of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect be binding upon and inure to the validity and enforceability benefit of the remainder Class Representatives, the Settlement Class Members, and any and all of their successors, assigns, and personal representatives, and shall bind and inure to the benefit of the NABP, which is intended to be the beneficiary of this Agreement. 9.13 In the event that the NABP fails to make timely payment of any Settlement Payment to a class member, the Attorney’s Fee Award, or the Class Representative Incentive Award, the NABP shall be in default of this Agreement unless and the part total amount due under this Agreement (i.e., the total Fund, all Settlement Payments, the Attorneys’ Fee Award, and the Class Representative Incentive Award) shall be accelerated and immediately become due and owing in full, less any sums paid. 9.14 In the event of any litigation, including any appeals, arising from or parts relating to the enforcement, scope, meaning, interpretation, performance or non-performance of or under this Agreement, the prevailing party therein shall be entitled to recover from the non-prevailing party all reasonable attorney’s fees, paralegal fees, expert fees, and litigation costs incurred in connection therewith. This specifically includes any and all attorneys’ fees and costs incurred in litigating the amount of fees and costs. 9.15 This Agreement may be executed in any number of counterparts, each of which are voidshall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Photocopies of fully executed copies of this Agreement may be treated as originals. 9.16 Illinois law shall govern this Agreement and any documents prepared or executed pursuant to this Agreement and venue shall lie in any court of competent jurisdiction sitting in the Northern District of Illinois. 9.17 As set forth above, invalid or unenforceable as aforesaid shall substantially impair this Settlement is contingent upon approval by the value of the whole Agreement to either partyCourt.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights 24.1 No delay or omission by either Party in exercising any right, power or remedy shall impair or be construed as a waiver of such right, power or remedy and licenses granted by RESEARCH in this agreement are personal to PVI and may any single or partial exercise thereof shall not be assigned, sublicensed or otherwise transferred without preclude any future exercise of the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidsame. B. PVI hereby assures RESEARCH 24.2 The Parties shall provide each other from time to time with non-confidential information required by the other Party to perform its obligations under this Agreement, including information about the name and address of the owner and occupier of the Site and any change thereof. 24.3 This Agreement except where otherwise expressly specified contains the entire agreement between the Parties in respect of the Supply and supersedes all previous agreements and understandings between them. Each Party acknowledges and confirms that PVI will comply with all United States export controls as set forth it does not enter into this Agreement in reliance upon any representation or warranty or other undertaking not fully reflected in the Export Administration Regulationsterms of this Agreement. Neither Party shall have any liability in respect of warranties, 15 C.F.R. section 770 et seqrepresentations or other undertakings made prior to the date of this Agreement unless such warranty, representation or undertaking was made fraudulently or unless there has been any fraudulent concealment. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or 24.4 If any provision of this Agreement is declared invalid, unenforceable or illegal by any court of competent jurisdiction or any Competent Authority such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this Agreement which shall continue in full force and effect notwithstanding such invalidity, unenforceability or illegality. 24.5 No amendments to this Agreement shall be waived and no breach excused, effective unless such waiver or consent shall be made in writing and signed by or on behalf of both Parties, save that Clauses 2.1 and 2.2 shall not be amended without the party claimed prior written consent of the Authority. Both Parties shall effect any amendment required to have waived or consented. No waiver this Agreement as a result of any change in the Supplier’s Licence, any order made pursuant to the Act, any direction of a breach shall be deemed to be Competent Authority, any variation required by the Framework Agreement as a waiver result of a different Change Control Request, or subsequent breachany variation of any agreement, licence, code, authorisation or consent necessary to permit the Supply. The Parties shall immediately notify the Authority of any amendment to this Agreement. F. This Agreement may not be modified, changed 24.6 Expiry or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions termination (howsoever caused) of this Agreement shall be deemed severable. Therefore, if not affect any part of this Agreement is rendered void, invalid rights or unenforceable, obligations which may have accrued prior to such rendering expiry or termination or which result from the event giving rise to such termination and shall not affect the validity and enforceability coming into force or continuation in force of the remainder any provision of this Agreement unless which is expressly or by implication intended to come into or continue in force on or after such expiry or termination. 24.7 Except where otherwise provided in this Agreement, a person who is not a Party to this Agreement has no right under the part Contracts (Rights of Third Parties) Act 1999 to enforce any term or parts condition of this Agreement, excluding any right or remedy of a third party which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement is available apart from pursuant to either partysuch Act nor any right which is expressly granted in this Agreement.

Appears in 1 contract

Samples: Framework Agreement for the Supply of Electricity and Ancillary Services

Miscellaneous Provisions. A. 42. The rights Employee represents to have taken over the Policy and licenses granted Disciplinary Regulations, their content was communicated by RESEARCH in the Employer, and was explained to him/her and the Employee accepts its content as mandatory for himself/herself, as well as he/she also acquainted with the other regulations of the Employer which is confirmed by his/her signature. 43. the Personal Conditions with the stipulation that the head coach, the trainers and goal trainer, as well as the team doctor are also entitled to exercise the instruction giving and control rights. 44. The Employer represents that if the Employee is also studying besides work, the Employer will provide all possible and available means, opportunities and conditions and will actively support him/her, supposing that this agreement are personal to PVI and may will not be assigned, sublicensed or otherwise transferred without prevent him/her from work. 45. The Contracting Parties acknowledge that based on the written consent relevant rules of RESEARCH. Any attempted assignment or transfer without such consent the MLSZ this employment contract shall be voidsent by the Employer to the organization units having MLSZ scope of authority. If the Employer does not forward the signed employment contract and its annexes to MLSZ, the Employee has the right to submit it to MLSZ. Furthermore, Employer shall send this contract to the tax authority and to other authorities who have to know this contract, including but not exclusively the insurance company(ies), immigration and labour authorities. B. PVI hereby assures RESEARCH that PVI 46. The possible invalidity of certain provisions of the employment contract does not influence the validity of the other parts of the employment contract. If any part of this contract becomes invalid due to legislative changes, or as a result of the provisions of a new legislation, the Parties shall without delay modify this contract according to the legal provisions after the occurrence of invalidity. The other parts of the contract not affected by invalidity due to legislative provisions will comply with all United States export controls as set forth remain in force in unchanged form. If any part of the Export Administration Regulationscontract is invalid the rules relating to employment relations, 15 C.F.R. section 770 et seqor the provisions of the contract shall be applied. C. This Agreement 47. The Parties agree that they shall make efforts to settle their possible dispute in amicable way by negotiations. If these efforts fail in cases determined by the rules of MLSZ and FIFA the Parties may turn to the organizational units with MLSZ or FIFA scope of authority, in case of labour dispute to the Administrative and Labour Court having competence and scope of authority, and in all other disputes arising out of their legal relationship the Parties stipulate the exclusive jurisdiction of the Sports Standing Arbitration Court based on the Article 47 of the Sports Law. The number of arbitrators is three; the procedure is determined by the Procedural Rules of the Arbitration Court. 48. The Parties apply the rules of the Hungarian law to their legal relationship. Matters not regulated by this employment contract shall be governed by the laws Labour Code, the Sports Law and other relevant legislative rules, as well as by the rules of the State of MinnesotaEmployer, MLSZ, UEFA and FIFA. D. For purposes 49. Any amendment or addition of mailings of notices, payments, or other communications, this employment contract is only possible with the addresses written consent of the parties are given belowParties. 50. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed The Parties confirm that provisions specified by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any Personal Conditions composing inseparable part of this Agreement is rendered void, invalid or unenforceable, such rendering shall employment contract cannot affect be in conflict with the validity and enforceability regulations of the remainder of this Agreement unless employment contract, they may only supplement them always in line with the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value provisions of the whole Agreement contract and with regard to either partythem.

Appears in 1 contract

Samples: Employment Contract

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 19.1 No cancellation, modification, amendment, deletion, addition or other change in this agreement are personal to PVI and may not be assignedAgreement or any provision hereof, sublicensed or otherwise transferred without the written consent waiver of RESEARCH. Any attempted assignment any right or transfer without such consent remedy hereby provided, shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as effective for any purpose unless specifically set forth in writing, signed by the Export Administration Regulations, 15 C.F.R. section 770 et seqparty to be bound thereby. No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion. C. 19.2 This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by by, the laws of the State of MinnesotaNevada. D. For purposes 19.3 The headings are inserted solely for convenience of mailings reference and shall not be deemed to restrict or modify the meaning of noticesthe Articles to which they pertain. 19.4 This Agreement constitutes the entire agreement between the parties with respect to all matters herein contained, paymentsand its execution has not been induced by, or other communications, the addresses nor do any of the parties are hereto rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof. This Agreement shall not be amended, altered or qualified except by an instrument in writing, signed by all parties hereto and any amendments, alterations or qualifications hereof shall not be binding upon or affect the rights of any party who has not given below. its consent in writing. 19.5 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. 19.6 In the case event that any of RESEARCH: Theseus Researchthe covenants herein contained shall be held unenforceable or declared invalid for any reason whatsoever, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such unenforceable or invalid portion shall be severable from the remainder of this Agreement. 19.7 In the case event of PVI: Princeton Video Imagean inability or failure by any party by reason of any fire, Inc. Attention: President 00 Xxxxxxx Xxxxxxexplosion, Xxxxx 000 Xxxxxxxxxwar, XX 00000riot, strike, walk-out, labour controversy, flood, shortage of water, power, labour transportation facilities or necessary materials or supplies, default or power failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the party, then the party shall not be liable to the other party and will not be deemed to be in default during the period and to the extent of such inability or failure. E. No 19.8 Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if: (a) Delivered personally; (b) Sent by prepaid courier service or mail; (c) Sent prepaid by telecopiers, fax, telex or other similar means of electronic communication; or (d) Addressed to the relevant party at the address/fax number shown for that party at the beginning of this Agreement. Any notice so given shall be deemed conclusively to have been given and received when so personally delivered or, if sent by telex, fax, telecopier or other electronic communication, on the first business day thereafter, or if sent by mail on the third business day thereafter. Any party may change any particulars of its address/fax number for notice by notice to the others in the manner above described. 19.9 Time shall be of the essence of this Agreement. 19.10 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 19.11 The relationship between Natac and Caleco is, and during the term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consentedthat of independent contractors. No waiver of a breach party shall be deemed a legal representative or agent of the other party for any purpose and shall have no right or authority to be assume or create in writing or otherwise, any obligation of any kind, express or implied, with respect to any commitments, in the name of the other party or on behalf of the other party, unless given with the express written authority of such party. Furthermore, the relationship among Natac and Caleco hereunder shall not constitute a waiver of a different joint venture, general partnership or subsequent breachsimilar arrangement. F. 19.12 This Agreement agreement may not be modifiedexecuted in one or more counterparts, changed or terminated orally. No change, modification, addition or amendment each of which so executed shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any constitute an original and all prior negotiations, correspondence, understanding, of which together shall constitute one and agreements, whether written or oral, between the parties respecting the subject matter hereofsame agreement. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Exclusive License Agreement (Caleco Pharma Corp.)

Miscellaneous Provisions. A. The 11.1 Neither this Agreement nor any rights and licenses granted or obligation hereunder may be transferred or assigned by RESEARCH in this agreement are personal the Licensee to PVI and may not be assigned, sublicensed or otherwise transferred any third Party without the prior written consent of RESEARCH. Any attempted assignment or transfer without such consent the Licensor. 11.2 All the Licensed Products and their optional of Licensee's design shall be voida joint trademark of the Parties hereto, with both names in equal evidence. Furthermore each Licensed Product manufactured by the Licensee shall bear a plate in both Chinese and English languages with a description to the effect that the product is manufactured by the Licensee under license of "Prima Industrie S.P.A-Torino, Italy". B. PVI hereby assures RESEARCH that PVI 11.3 The Licensor and the Licensee mutually agree, under this Agreement, to protect all information reciprocally exchanged for the purpose of this Agreement including license Price. However, the Licensee may disclose such information to any of its contractors or sub-contractors as long as the contractor or sub-contractor will comply undertake with all United States export controls as set forth the Licensee to protect such information in the Export Administration Regulations, 15 C.F.R. section 770 et seqsame manner as established herein. C. This Agreement shall 11.4 All notices to be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, given under or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of with respect to this Agreement shall be waived and no breach excused, unless such waiver or consent shall be given in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachin English language. F. 11.5 All headings herein are inserted for convenience of reference only and shall not affect the interpretation of the Agreement in any manner. 11.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing totally supersedes and signed by makes null and void all the parties hereto. G. This Agreement constitutes previous written and contains oral Agreements and it is intended as the entire Agreement final and complete expression of the panties respecting will of the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting Parties with respect to the subject matter hereof. It shall not be modified or amended except in writing signed by duly authorized Officer of each Party hereto. H. 11.7 The provisions obligations of the Parties hereto shall be subject to all laws and regulations, both present and future, of any government having jurisdictions over one of the Parties hereto and to war, acts of God, strikes, or other labour disturbance, fires, floods, earthquakes, and any causes beyond the control of the Parties. The Parties hereto shall also be excused from any failure to perform any obligation hereunder to the extent of such failure is caused by any such law, regulation or contingency. 11.8 In the event that any dispute or controversy should arise between the Parties relating to or in connection with the performance of this Agreement or any breach thereof, the Parties thereto shall use their best efforts to settle the same amicably. Failing an amicable settlement, the matter shall be deemed severable. Therefore, if any part finally settled pursuant to the Rules of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity Conciliation and enforceability Arbitration of the remainder International Chamber of this Agreement unless Commerce by three arbitrators appointed in accordance with the part or parts which are voidRules. The parties agree that the place of arbitration shall be London, invalid or unenforceable as aforesaid shall substantially impair the value UK. The decision of the whole Agreement arbitrators pursuant to either partythis section and rules shall be final and binding upon the Parties and the expense of such arbitration shall be born according to the decision of the arbitrators.

Appears in 1 contract

Samples: Selling and Manufacturing License Agreement (Prima Group International Inc)

Miscellaneous Provisions. A. The No delay or omission by us in exercising any of our rights and licenses granted occurring upon any noncompliance or default by RESEARCH in this agreement are personal you with respect to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws any of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision terms and conditions of this Agreement shall will impair any such right or be waived construed to be a waiver thereof, and no breach excuseda waiver by us of any of the covenants, unless such waiver conditions or consent shall agreements to be in writing and signed performed by the party claimed to have waived or consented. No waiver of a breach shall you will not be deemed construed to be a waiver of a different any succeeding breach thereof or subsequent breach. F. This Agreement may not be modifiedof any other covenant, changed condition or terminated orallyagreement herein. No changewaiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, modification, addition or amendment shall then this Agreement will remain in full force and effect and will be reformed to be valid unless in writing and signed by enforceable while reflecting the intent of the parties hereto. G. This to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement constitutes and contains sets forth the entire Agreement of the panties respecting the agreement between us and you regarding its subject matter hereof matter, and supersedes any and all prior negotiationspromises, correspondence, understanding, and agreementsagreements or representations, whether written or oral, between regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the parties respecting benefit of the subject matter hereof. H. The parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be deemed severable. Therefore, if any part of no third-party beneficiaries to this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyAgreement.

Appears in 1 contract

Samples: Terms of Service

Miscellaneous Provisions. A. a. The rights and licenses granted by RESEARCH Parties agree to stay all further proceedings in this Case, except such proceedings as are necessary to implement and complete this Settlement and/or to implement this Agreement, pending the Fairness Hearing to be conducted by the Superior Court and the Effective Date of the Settlement. b. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. c. This Agreement constitutes the entire Agreement among these Parties. No representations, warranties or inducements have been made to any Party concerning this Agreement, other than the representations, warranties and covenants contained and memorialized in this Agreement and the documents it requires (such as the Notice of Settlement and Exclusion Form). d. Counsel for all Parties warrant and represent that they are expressly authorized by the Parties whom they represent to enter into this Agreement and to take all appropriate action required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to implement this Settlement. If the Parties are unable to reach agreement are personal on the form or content of any document needed to PVI and implement this Settlement or this Agreement, or on any supplemental provisions that may not be assignedbecome necessary to effectuate the terms of this Settlement or this Agreement, sublicensed or otherwise transferred without then either Party may seek the written consent of RESEARCH. Any attempted assignment or transfer without Superior Court’s assistance to resolve such consent disagreement. e. This Agreement shall be voidbinding upon, and shall inure to the benefit of, the successors of the Parties hereto, as previously defined. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This f. All terms of this Agreement shall be governed by and interpreted according to the laws of the State of MinnesotaWashington. D. For purposes g. Plaintiff and Westbay believe that this is a fair, reasonable and adequate settlement, and have arrived at this Settlement through arm’s-length negotiations, considering all relevant factors, present and potential. h. Plaintiff’s counsel and/or the Settlement Administrator may create a notice website with information about this Settlement after preliminary approval of mailings of noticesthis Settlement is obtained from the Superior Court, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision which notice website may include a copy of this Agreement shall and any other documents filed with the Superior Court. i. The parties agree that this Agreement may be waived electronically signed, and no breach excusedthat any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, unless such waiver or consent shall enforceability, and admissibility. j. This Agreement may be executed in writing counterparts, and signed by the party claimed to have waived or consented. No waiver of a breach each counterpart, when executed, shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modifiedan original, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement which together shall be deemed severableone and the same instrument. Therefore, if any part Photographic and facsimile copies of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability signed counterparts may be used in lieu of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value originals for any purpose. IT IS SO AGREED. Dated: Dated: behalf of the whole Agreement to either party.Settlement Classes Dated: Dated:

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. 15.1 The rights recitals and licenses granted by RESEARCH exhibits to this Settlement Agreement are an integral part of the Settlement and are expressly incorporated and made a part of this Settlement Agreement. 15.2 The Parties (i) acknowledge that it is their intent to consummate this agreement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, and to exercise their best efforts to accomplish the terms and conditions of this Settlement Agreement. 15.3 This Settlement Agreement is for settlement purposes only. No provision contained in this Settlement Agreement or any action taken hereunder shall constitute or be construed as an admission of the merit or validity of any claim or any fact alleged in the Lawsuit or of any wrongdoing, fault, violation of law, or liability of any kind on the part of Xxxx-Xxxxxx or the Released Persons or any admission by Xxxx-Xxxxxx or the Released Persons with respect to any claim or allegation made in any action or proceeding or any concession as to the merit of any of the claims asserted by Plaintiff in the Lawsuit. This Settlement Agreement shall not be offered or be admissible in evidence against either Party or the Released Persons or cited or referred to in any action or proceeding, except in an action or proceeding brought to enforce its terms. Nothing contained herein is or shall be construed or admissible as an admission by Xxxx-Xxxxxx or the Released Persons that Plaintiff’s claims or any similar claims are suitable for class treatment outside of this Settlement. 15.4 In the event that there are any developments in the effectuation and administration of this Settlement Agreement that are not dealt with by the terms of this Settlement Agreement, then such matters shall be dealt with as agreed upon by the Parties, and failing such agreement, as shall be ordered by the Court. The Parties shall execute all documents and use their best efforts to perform all acts necessary and proper to promptly effectuate the terms of this Settlement Agreement and to take all necessary or appropriate actions to obtain judicial approval of this Settlement Agreement in order to give this Settlement Agreement full force and effect. 15.5 No Person shall have any claim against Plaintiff, Settlement Class Counsel, Xxxx- Xxxxxx, Xxxx-Xxxxxx Counsel, the Settlement Administrator, the Released Persons, or their agents based on administration of the Settlement substantially in accordance with the terms of the Settlement Agreement or any court order. 15.6 This Settlement Agreement constitutes the entire agreement are personal between the Parties with respect to PVI the settlement of the Lawsuit. This Settlement Agreement supersedes all prior negotiations and agreements with respect to the settlement of the Lawsuit and may not be assignedmodified or amended, sublicensed except by a writing signed by or otherwise transferred without on behalf of the written consent Parties or their respective successors- in-interest. The Parties acknowledge, stipulate, and agree that no covenant, obligation, condition, representation, warranty, inducement, negotiation, or understanding concerning any part of RESEARCH. Any attempted assignment the subject matter of this Settlement Agreement has been made or transfer without such consent relied on, except as expressly set forth in this Settlement Agreement. 15.7 There shall be voidno waiver of any term or condition absent an express writing to that effect by the waiving Party. No waiver of any term or condition in this Settlement Agreement shall be construed as a waiver of a subsequent breach or failure of the same term or condition, or waiver of any other term or condition of this Settlement Agreement. B. PVI hereby assures RESEARCH 15.8 In the event a third party, such as a bankruptcy trustee, former spouse, or other third party, has or claims to have a claim against any payment made or to be made to a Settlement Class Member, it is the sole responsibility of the Settlement Class Member to transmit the funds to such third party in satisfaction of such claims. 15.9 The Parties intend this Settlement to be a final and complete resolution of all disputes between them with respect to the Lawsuit. The Settlement compromises and releases claims that PVI will comply are contested and shall not be deemed an admission by any Party as to the merits of any claim or defense. The Parties each agree that the Settlement was negotiated in good faith by the Parties and was reached voluntarily after consultation with all United States export controls competent legal counsel. The Parties reserve their right to rebut, in a manner that such Party determines to be appropriate, any contention made in any public forum that the Lawsuit was brought or defended in bad faith or without a reasonable basis. It is agreed that neither Party shall have any liability to one another as it relates to the Lawsuit, except as set forth herein. 15.10 This Settlement Agreement shall not be construed more strictly against one Party than another merely because of the fact that it may have been prepared by counsel for one of the Parties, it being recognized that because of the arm’s-length negotiations resulting in the Export Administration RegulationsSettlement Agreement, 15 C.F.R. section 770 et seqall Parties hereto have contributed substantially and materially to the preparation of the Settlement Agreement. All terms, conditions, and exhibits are material and necessary to this Settlement Agreement and have been relied upon by the Parties in entering into this Settlement Agreement. C. 15.11 The Court shall retain jurisdiction, after entry of the Final Order and Judgment, with respect to implementation and enforcement of the terms of this Settlement Agreement, and all Parties and Settlement Class Members submit to the exclusive jurisdiction of the Court for purposes of the implementation and enforcement of the Settlement embodied in this Settlement Agreement and any dispute with respect thereto. 15.12 This Settlement Agreement shall be construed under and governed by the laws of the State Texas without regard to its choice of Minnesotalaw provisions. D. For purposes 15.13 In the event that any one or more of mailings of noticesthe provisions contained in this Settlement Agreement shall for any reason be held to be invalid, paymentsillegal, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be unenforceable in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceablerespect, such rendering invalidity, illegality, or unenforceability shall not affect the validity other provisions, which shall remain in full force and enforceability effect as though the invalid, illegal, or unenforceable provision had never been a part of this Settlement Agreement, as long as the benefits to Xxxx-Xxxxxx or the Settlement Class Members are not materially altered as the result of the remainder invalid, illegal, or unenforceable provision. 15.14 This Settlement Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. 15.15 The headings used in this Settlement Agreement are for the convenience of the reader only and shall not affect the meaning or interpretation of this Agreement unless Settlement Agreement. In construing this Settlement Agreement, the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value use of the whole singular includes the plural (and vice-versa) and the use of the masculine includes the feminine (and vice-versa). 15.16 All dollar amounts are in United States dollars (USD). 15.17 This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original as against any Party who has signed it and all of which shall be deemed a single Settlement Agreement. 15.18 Each Party to either partythis Settlement Agreement and the signatories thereto warrant that he, she, or it is acting upon his, her, or its independent judgment and the advice of his, her, or its counsel and not in reliance upon any warranty or representation, express or implied, of any nature or kind by any other Party, other than the warranties and representations expressly made in this Settlement Agreement. 15.19 Each signatory below warrants that he or she has authority to execute this Settlement Agreement and bind the Party on whose behalf he or she is executing the Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. a. This Agreement shall be construed and governed by in accordance with the laws of the State of Minnesota. D. For purposes of mailings of noticesFlorida. All parties to this Agreement have participated fully in the negotiation and preparation hereof and, paymentsaccordingly, or other communications, the addresses this Agreement shall not be more strictly construed against any one of the parties hereto. All parties agree particularly that his Agreement is bound by the terms of the County’s Road Facilities Impact Fee Ordinance and other applicable ordinances. Any, and all applicable terms of those Ordinances are to be considered incorporated herein by reference. If there is any inconsistency found between this Agreement and such Ordinances or applicable law, those Ordinances or law shall prevail and be applicable. b. The Parties agree that Road Facilities Impact Fee Ordinance Section 13 limits the total amount of impact fee credits given belowto an amount not greater than the total amount of impact fees due for the Project. The parties further agree that they will not challenge in any judicial proceeding and will accept the interpretation of the County Attorney’s Office that the Road Facilities Impact Fee Credits identified or granted by this Agreement are limited to the amount of Impact Fees which are due or become due within the Development. c. In construing the case Agreement, the singular shall be held to include the plural, and the plural shall include the singular, the use of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In any gender shall include every other and all gender and captions and paragraph headings shall be disregarded. d. All the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision exhibits attached to this Agreement are incorporated in and made a part of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachAgreement. F. This e. The Agreement, and any Exhibits and/or addendum made a part hereof constitute the entire Agreement may and understanding of the parties and shall not be modified, changed modified or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed amended except by written agreement duly executed by the parties hereto. G. f. This Agreement constitutes is made for the sole benefit and contains the entire Agreement protection of the panties respecting parties and no other persons shall have any right of action hereunder. This Agreement shall be binding upon the subject matter hereof parties and supersedes any their respective successors and all prior negotiationspermitted assigns. g. All covenants, correspondenceagreements, understandingrepresentations, and agreements, whether written or oral, between the parties respecting the subject matter hereofwarranties made herein shall be deemed to have material and relied on by each party to this Agreement. H. h. This agreement is recognized as being subject to the laws of Florida and the Ordinances of St. Johns County, Florida and therefore all applicable provisions thereof are incorporated herein and if any provision hereof is inconsistent with such provisions, such provision shall apply. i. The provisions of Developer must be a feepayer as referenced in the applicable impact fee ordinance to receive impact fee credits under this ordinance. j. Nothing in this Agreement shall act to allow an entity to receive impact fees credits for contributions provided by a government entity including, but not limited to, a Community Development District. k. Nothing in this Agreement shall be deemed severable. Thereforeto require the County to continue to levy or collect Impact Fees, or, if levied, to levy them for any part of certain amount. l. Any notices or reports required by this Agreement is rendered voidshall be sent to the following: For the County: County Administrator St. Johns County 500 San Sebastian View St. Augustine, invalid or unenforceableFlorida 32084 With Copy to: County Attorney 500 San Sebastian View St. Augustine, such rendering shall not affect Florida 32084 For the validity and enforceability of the remainder of this Agreement unless the part or parts which are voidDeveloper: Xxxxx Xxxxxx, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.Division President Forestar (USA) Real Estate Group Inc. 00000 Xxx Xx. Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 With Copy to: Xxxxxxx Xxxxx, Director Forestar (USA) Real Estate Group Inc. 00000 Xxx Xx. Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 [SIGNATURES ON FOLLOWING PAGES]

Appears in 1 contract

Samples: Impact Fee Agreement

Miscellaneous Provisions. A. a. The rights and licenses granted by RESEARCH Parties agree to stay all further proceedings in this Case, except such proceedings as are necessary to implement and complete this Settlement and/or to implement this Agreement, pending the Fairness Hearing to be conducted by the Superior Court and the Effective Date of the Settlement. b. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. c. This Agreement constitutes the entire Agreement among these Parties. No representations, warranties or inducements have been made to any Party concerning this Agreement, other than the representations, warranties and covenants contained and memorialized in this Agreement and the documents it requires (such as the Notice of Settlement and Exclusion Form). d. Counsel for all Parties warrant and represent that they are expressly authorized by the Parties whom they represent to enter into this Agreement and to take all appropriate action required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to implement this Settlement. If the Parties are unable to reach agreement are personal on the form or content of any document needed to PVI and implement this Settlement or this Agreement, or on any supplemental provisions that may not be assignedbecome necessary to effectuate the terms of this Settlement or this Agreement, sublicensed or otherwise transferred without then either Party may seek the written consent of RESEARCH. Any attempted assignment or transfer without Superior Court’s assistance to resolve such consent disagreement. e. This Agreement shall be voidbinding upon, and shall inure to the benefit of, the successors of the Parties hereto, as previously defined. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This f. All terms of this Agreement shall be governed by and interpreted according to the laws of the State of MinnesotaWashington. D. For purposes g. Plaintiff and Sea Mar believe that this is a fair, reasonable and adequate settlement, and have arrived at this Settlement through arm’s-length negotiations, taking into account all relevant factors, present and potential. h. Plaintiff’s counsel and/or the Settlement Administrator may create a notice website with information about this Settlement after preliminary approval of mailings of noticesthis Settlement is obtained from the Superior Court, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision which notice website may include a copy of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by any other documents filed with the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachSuperior Court. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 19.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 19.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 19.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices19.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 19.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 19.9 This Agreement is rendered voidexecuted in five (5) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and the rest of which shall not affect be submitted to the validity equity interest pledge registration authority to handle the equity interests pledge registration procedures, and enforceability each of the remainder which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Equity Interests Pledge Agreement to either party.among Shenzhen Fangdd Information Technology Co., Ltd., Jiaorong Pan and Shenzhen Fangdd Network Technology Co., Ltd.)

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 6.1 All notices provided for in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed in writing, and shall be deemed to have been duly given when delivered personally to the party to receive the same, when transmitted by electronic means, or when delivered by reputable overnight courier, postage prepaid, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1. All notices shall be deemed to have been given upon actual receipt. If to Executive: Xxxxxx X. Xxxxxx 000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxx, Xx, 00000 If to the Company: Pre-Cell Solutions, Inc. 000 Xxxx Xxxxx, Xxxxx X Xxxxxxxxx, Xxxxxxx 00000 Attention: Chairman of the Board 6.2 This Agreement sets forth the entire agreement of the parties relating to the employment of Executive and are intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or changed except by a writing by the laws party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 6.3 All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of MinnesotaFlorida applicable to agreements made and to be performed entirely in Florida. D. For purposes 6.4 This Agreement shall inure to the benefit of mailings of notices, payments, or other communications, and be binding upon the addresses successors and assigns of the parties are given belowCompany. In This Agreement shall not be assignable by Executive, but shall inure to the case benefit of RESEARCH: Theseus Researchand be binding upon Executive's heirs and legal representatives. 6.5 Should any provision of this Agreement become legally unenforceable, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or no other provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandingaffected, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, continue as if any part of this the Agreement is rendered void, invalid or unenforceable, such rendering shall not affect had been executed absent the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyprovision.

Appears in 1 contract

Samples: Employment Agreement (Pre Cell Solutions Inc/)

Miscellaneous Provisions. A. The rights In addition to the Terms and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as Conditions set forth in Sections 1 – 26 herein, Lessee acknowledges and agrees to be bound by the Export Administration Regulationsgeneral terms, 15 C.F.R. section 770 et seqPayment Schedule, and any special conditions set forth on pages one or two of this Lease. C. This Agreement 27.1 Lessee shall not be governed by considered the laws agent or employee of Weyerhaeuser and at no time shall the State members or guests of MinnesotaLessee hold themselves out or represent themselves to be agents or employees of Weyerhaeuser. D. For purposes of mailings of notices27.2 Being under the influence of, paymentsbringing in, possessing, providing, manufacturing, or other communicationsproduction of, buying, selling or using unauthorized drugs or controlled substances on the Leased Property is strictly prohibited. 27.3 If any provision of this Lease (other than those relating to the Lease Fee) or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the addresses remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 27.4 This document incorporates the entire agreement of the parties are given belowand supersedes and replaces any prior written or oral agreement of the parties. In the case of RESEARCH: Theseus ResearchNo prior representation, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolisstipulation, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term agreement or provision of understanding will be valid or enforceable unless incorporated herein. Any amendments to this Agreement shall be waived and no breach excused, unless such waiver or consent shall Lease must be in writing and signed executed by both the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachWeyerhaeuser and Lessee. F. This Agreement may 27.5 Lessee and Weyerhaeuser agree that any dispute arising out of or related to this Lease is personal to Lessee and Weyerhaeuser and that any dispute will be resolved solely through individual action, and will not be modifiedbrought as a class arbitration, changed class action or terminated orallyany other type of representative proceeding. No changeArbitration of disputes. For any applicable dispute or claim that Lessee has against Weyerhaeuser or relating in any way to this Lease, modification, addition or amendment shall be valid unless in writing Lessee agrees to first contact Weyerhaeuser and signed attempt to resolve the claim informally by sending a written notice of Lessee’s claim to Weyerhaeuser (the parties hereto. G. This Agreement constitutes “Notice”). The Notice must (a) include Lessee’s name; (b) describe the nature and contains the entire Agreement basis of the panties respecting claim; and (c) set forth the subject matter hereof specific relief sought. If Lessee and supersedes any and all prior negotiationsWeyerhaeuser cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, correspondencethen either party may submit the dispute to binding arbitration administered by JAMS. All disputes submitted to JAMS will be resolved through confidential, understanding, and agreements, whether written or oral, between binding arbitration before one (1) arbitrator. Arbitration proceedings will be held in the parties respecting county in which the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability capital of the remainder of this Agreement unless State in which the part or parts which are voidLeased Area is located, invalid or unenforceable as aforesaid shall substantially impair in accordance with the value JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the whole Agreement JAMS Rules are available at xxxxx://xxx.xxxxxxx.xxx/rules-streamlined-arbitration/ and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to either partyread the JAMS Rules and any claim that the JAMS Rules are unfair or should not apply for any reason.

Appears in 1 contract

Samples: Hunting/Recreational Lease

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 19.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 19.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 19.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices19.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 19.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 19.9 This Agreement is rendered voidexecuted in five (5) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and the rest of which shall not affect be submitted to the validity equity interest pledge registration authority to handle the equity interest pledge registration procedures, and enforceability each of the remainder which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Equity Interest Pledge Agreement to either party.among Shenzhen Fangdd Information Technology Co., Ltd., Xx Xxxx and Shenzhen Fangdd Network Technology Co., Ltd.)

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. a. General Agent may assign or pledge any rights under this Agreement with Nationwide's prior written consent. b. The forbearance or neglect of Nationwide, Broker/Dealer or Agency to insist upon strict compliance by a party, with any of the provisions of this Agreement, whether continuing or not, or to declare a forfeiture of termination against that party, shall not be construed as a waiver of any of the rights or privileges of the parties. No waiver of any right or privilege of Nationwide, Broker/Dealer or Agency arising from any default or failure of performance by a party shall affect the rights or privileges of the other parties in the event of a further default or failure of performance. c. Communications sent pursuant to provisions of this item shall be in writing and licenses granted shall be delivered personally or sent by RESEARCH U.S. mail or commercial courier: If to Nationwide: Nationwide Life Insurance Company and/ or Nationwide Life and Annuity Insurance Company One Xxxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 Attn: Vice President, Individual Annuity Operations If to General Agent: Waddxxx & Xeed, Xxc. Attn: Legal Department 6300 Xxxxx Xxxxxx Overland Park, KS 66202 Any party may change its address by so notifying the other parties in writing. Any notice shall be deemed given only upon receipt by the party to be notified. d. Except as otherwise provided in this agreement are personal to PVI and Agreement, this Agreement may not be assignedamended or modified except by a written Agreement executed by the parties. e. This Agreement (including Amendments and Compensation Schedules) constitutes the entire agreement between the parties and supersedes all prior agreements, sublicensed or otherwise transferred without understandings and arrangements, oral and written, between the written consent of RESEARCH. Any attempted assignment or transfer without such consent parties with respect to the subject matter hereof. f. This Agreement shall be voidbinding upon the parties and their respective successors and assigns. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. g. This Agreement shall be governed by and construed in accordance with the laws of the State of MinnesotaOhio. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. h. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any provision of in this Agreement shall be waived invalid, illegal or unenforceable, the validity, legality and no breach excusedenforceability of the remaining provisions shall not be affected or impaired. i. The paragraph headings are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of the Agreement. j. This Agreement may be executed in any number of counterparts, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver each of a breach which shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any an original instrument and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement which together shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect to be one and the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partysame instrument.

Appears in 1 contract

Samples: General Agent Agreement (Nationwide Vli Separate Account 5)

Miscellaneous Provisions. A. 11.1. The rights Parties, their successors and licenses granted by RESEARCH assigns, and their attorneys (i) acknowledge that it is their intent to consummate this Settlement Agreement; (ii) agree to use reasonable efforts to cooperate with one another in seeking Court approval of this agreement are personal Settlement Agreement; (iii) agree to PVI cooperate in the Claims Administration process and may not be assignedimplementation of the Settlement Agreement and to make all reasonable efforts to control and minimize the costs and expenses incurred in the administration and implementation of the Settlement Agreement; and (iv) agree to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, sublicensed or otherwise transferred without and to exercise their best efforts to accomplish the written consent terms and conditions of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthis Settlement Agreement. B. PVI hereby assures RESEARCH 11.2. Each of the Representative Plaintiffs and Class Counsel agrees that PVI he, she, or they will comply not disparage Xxxx’s or any of the other Released Persons in any manner potentially harmful to them or their business, business reputation, or personal reputation. This agreement not to disparage includes, but is not limited to, publishing disparaging statements (whether anonymously or for ascription) on the web, in blogs, in chat rooms, in emails, or in any other electronic means of transmitting information. Notwithstanding the above, it is expressly agreed that nothing herein restricts Class Counsel from meeting any ethical obligation in communicating with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqClass Members or Settlement Class Members who contact Class Counsel. C. This 11.3. The Parties intend this Settlement Agreement shall to be governed by a final and complete resolution of all disputes between them with respect to the laws of the State of Minnesota. D. For purposes of mailings of noticesLitigation. If this Agreement does not become effective or is cancelled, paymentswithdrawn, or other communicationsterminated for any reason, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach it shall be deemed a negotiation for settlement purposes only and will not be admissible in evidence or usable for any purposes whatsoever in the Litigation or any proceedings between the Parties or in any other action related to the Released Claims or otherwise involving the Parties or any Released Persons. The Settlement Agreement compromises claims that are contested and shall not be deemed an admission by any of the Parties as to the merits of any claim or defense. The Parties each agree that the Settlement Agreement was negotiated in good faith by the Parties, and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. The Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a waiver reasonable basis. Nothing in this Agreement may constitute, may be construed as, or may be used as an admission by Xxxx’s of a different any fault, wrongdoing, or subsequent breachliability whatsoever or that class certification is appropriate. Xxxx’s continues to affirmatively deny all liability and all of the claims, contentions, Released Claims, and each and every allegation made by the Representative Plaintiffs in the Litigation. F. This 11.4. The Settlement Agreement may not be modified, changed amended or terminated orallymodified only by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. No change, modification, addition The Parties agree that nonmaterial amendments or amendment shall modifications to this Agreement may be valid unless made in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement after entry of the panties respecting Preliminary Approval Order without the subject matter hereof and supersedes need to seek the Court’s approval. Without further order of the Court, the Parties may agree in writing to reasonable extensions of time to carry out any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between of the parties respecting the subject matter hereof. H. The provisions of this Agreement shall or the Preliminary Approval Order. 11.5. If the Court indicates, prior to entry of the Preliminary Approval Order or the Judgment, that the Settlement Agreement will not be deemed severableapproved unless certain changes are made, the Parties will attempt in good faith to reach an agreement as to any such changes prior to withdrawing from this Agreement. ThereforeHowever, if any part of this Agreement is rendered void, invalid or unenforceable, no such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.agreement can be reached within thirty

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The No delay or omission by us in exercising any of our rights and licenses granted occurring upon any noncompliance or default by RESEARCH in this agreement are personal you with respect to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws any of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision terms and conditions of this Agreement shall will impair any such right or be waived construed to be a waiver thereof, and no breach excuseda waiver by us of any of the covenants, unless such waiver conditions or consent shall agreements to be in writing and signed performed by the party claimed to have waived or consented. No waiver of a breach shall you will not be deemed construed to be a waiver of a different any succeeding breach thereof or subsequent breach. F. This Agreement may not be modifiedof any other covenant, changed condition or terminated orallyagreement herein. No changewaiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, modification, addition or amendment shall then this Agreement will remain in full force and effect and will be reformed to be valid unless in writing and signed by enforceable while reflecting the intent of the parties hereto. G. This to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement constitutes and contains sets forth the entire Agreement of the panties respecting the agreement between us and you regarding its subject matter hereof matter, and supersedes any and all prior negotiationspromises, correspondence, understanding, and agreementsagreements or representations, whether written or oral, between regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the parties respecting benefit of the subject matter hereof. H. The parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be deemed severableno third party beneficiaries to this Agreement. ThereforeJassby operates the Jassby Rewards Program (the “Rewards Program”), if through which users may earn and redeem points, as described below. Eligible users will be automatically enrolled in the Rewards Program. These Rewards Program Terms and Conditions (the “Rewards Program Terms”) are incorporated into our Terms of Service, and you agree that your participation in the Rewards Program, and that of any part minor child using the Service with you, will be governed by these Rewards Program Terms, in addition to our Terms of this Agreement Service. Any information that you provide to us in connection with the Rewards Program is rendered voidsubject to our Privacy Policy, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyfound at xxxxx://xxxxx.xxxxxx.xxx/privacy.

Appears in 1 contract

Samples: Terms of Service

Miscellaneous Provisions. A. The a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois. b) This Agreement may be amended or modified only by written agreement executed by the Parties to be bound by such amendment. An amendment to increase or decrease a Party’s Lender Maximum or Borrower Maximum need only be signed by such Party provided all required corporate authorizations and regulatory approvals have been received. In the event that a Party, in its role as a Lender, amends this Agreement to reduce its Lender Maximum and the aggregate amount of its advances outstanding to all other Parties exceeds such reduced Lender Maximum, Lender shall promptly demand payment of such excess from such Borrowers as it selects and such excess shall be payable within ten business days of the delivery of such written demand. In the event that a Party, in its role as a Borrower, amends this Agreement to reduce its Borrower Maximum and the aggregate amount of its advances outstanding from all other Parties exceeds such reduced Borrower Maximum, Borrower shall repay an amount of advances equal to such excess within ten business days of such reduction. In determining the amount of outstanding advances with respect to a Party, the gross amount of outstanding advances will be used, with no netting or offsetting permitted. c) No Party hereto shall assign this Agreement or any rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred obligations hereunder without the prior written consent of RESEARCH. Any the other Parties affected and any such attempted assignment or transfer without such prior written consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision d) If any part of this Agreement shall be waived held invalid, illegal or unenforceable, the remaining parts of the Agreement shall not be affected and no breach excused, unless such waiver or consent shall be in writing continue with full force and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breacheffect. F. This e) The descriptive headings of the various sections or parts of this Agreement may are for convenience only and shall not be modified, changed affect the meaning or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by construction of any of the parties heretoprovision hereof. G. f) This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, agreement between the parties respecting Parties hereto with respect to the subject matter hereof. There are no understandings between the Parties other than as expressed in this Agreement. H. g) This Agreement is solely for the benefit of the Parties hereto. h) The terms of this agreement shall be subject to, and shall in no way supersede, the provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity NAIC Accounting Practices and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyProcedures Manual.

Appears in 1 contract

Samples: Intercompany Liquidity Agreement (Allstate Life Insurance Co)

Miscellaneous Provisions. A. Section 8.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by regular, registered or certified mail, postage prepaid, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: and The rights Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Columbus, OH 43215 (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address listed on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and licenses granted by RESEARCH forward to the other as provided in this agreement are personal to PVI and may Section. Section 8.2. Any approval of the OWDA required by this Agreement shall not be assigned, sublicensed or otherwise transferred without unreasonably withheld and shall be deemed to have been given on the written consent thirtieth day following the submission of RESEARCHthe matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any attempted assignment provision of the Agreement requiring the approval of the OWDA or transfer without such consent the satisfaction or evidence of satisfaction of the OWDA, shall be voidinterpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls Section 8.3. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 3.8 hereof. Section 8.4. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until all obligations of the Export Administration Regulations, 15 C.F.R. section 770 et seqLGA under Section 4.1 hereof have been fully satisfied. C. Section 8.5. This Agreement shall be governed by binding upon and inure to the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses benefit of the parties are given below. In hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the case powers and duties of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case either of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. . This Agreement constitutes and contains shall not be assigned by the entire Agreement LGA without the prior written consent of the panties respecting the subject matter hereof and supersedes any and all prior negotiationsOWDA. The OWDA, correspondenceat its option, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of may assign this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect without the validity and enforceability consent of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyLGA.

Appears in 1 contract

Samples: Cooperative Agreement

Miscellaneous Provisions. A. The No delay or omission by us in exercising any of our rights and licenses granted occurring upon any noncompliance or default by RESEARCH in this agreement are personal you with respect to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws any of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision terms and conditions of this Agreement shall will impair any such right or be waived construed to be a waiver thereof, and no breach excuseda waiver by us of any of the covenants, unless such waiver conditions or consent shall agreements to be in writing and signed performed by the party claimed to have waived or consented. No waiver of a breach shall you will not be deemed construed to be a waiver of a different any succeeding breach thereof or subsequent breach. F. This Agreement may not be modifiedof any other covenant, changed condition or terminated orallyagreement herein. No changewaiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, modification, addition or amendment shall then this Agreement will remain in full force and effect and will be reformed to be valid unless in writing and signed by enforceable while reflecting the intent of the parties hereto. G. This to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement constitutes and contains sets forth the entire Agreement of the panties respecting the agreement between us and you regarding its subject matter hereof matter, and supersedes any and all prior negotiationspromises, correspondence, understanding, and agreementsagreements or representations, whether written or oral, between regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the parties respecting benefit of the subject matter hereof. H. The provisions parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement shall be deemed severableconstitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. ThereforeAs used herein and unless the intent is expressly otherwise in a specific instance, if any part of this Agreement is rendered void, invalid the terms “include,” “includes” or unenforceable, such rendering “including” shall not affect be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the validity and enforceability of the remainder of this Agreement unless the part or parts which are voidinterpretation of, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.the

Appears in 1 contract

Samples: Terms of Service

Miscellaneous Provisions. A. 14.01 Any covenant or agreement herein which contemplates performance after the time of Closing of the sale of the Property shall not be deemed to be merged into or waived by the closing documents, but shall expressly survive the Closing and be binding upon the Parties obligated thereby. 14.02 The rights terms, provisions, warranties, representations, covenants, and licenses granted by RESEARCH agreements contained in this agreement are personal Contract shall apply to, be binding upon, and inure to PVI the benefit of, the Parties hereto and may not be assignedtheir respective legal representatives, sublicensed successors, and assigns. 14.03 Time is of the essence in the performance of this Contract. Should the date for the giving of any notice, the performance of any act, or otherwise transferred without the written consent beginning or end of RESEARCH. Any attempted assignment any period provided for herein fall on a Saturday, Sunday or transfer without other legal holiday, such consent date shall be voidextended to the next succeeding business day which is not a Saturday, Sunday or legal holiday. B. PVI hereby assures RESEARCH that PVI 14.04 The Parties will comply each reasonably cooperate with all United States export controls as each other, their employees, and agents to facilitate the purchase of Property by Purchaser under the terms and conditions herein set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqforth. C. 14.05 This Agreement Contract shall be governed by and interpreted under the laws of the State of MinnesotaIllinois. D. For 14.06 The paragraph headings used in this Contract are for convenience purposes only, and shall not be used in the interpretation of mailings this Contract. 14.07 All exhibits attached hereto are incorporated herein by reference and made a part of noticesthis Contract. 14.08 Failure of Purchaser or Seller to insist in any one or more instances upon the performance of any of the covenants, paymentsagreements, and/or conditions of this Contract, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term to exercise any right or provision of this Agreement privilege herein conferred shall not be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be construed as a waiver of a different any such covenant or subsequent breachcondition. F. 14.09 Purchaser acquires no real property interest in the Property by the execution of this Contract. Purchaser’s rights vest upon Closing and the payment of the sums specified in Paragraph 1. 14.10 This Agreement may Contract contains the entire agreement between the Parties relating to the Property, and neither party shall be bound by any verbal statement or agreement made heretofore. This Contract cannot be modifiedvaried except by written agreement executed by Parties. 14.11 If any items, changed terms, or terminated orally. No changeprovisions contained in this instrument are in conflict with any applicable Federal, modificationstate, addition or amendment local laws, this Contract shall be valid unless affected only as to its application to such items, terms, or provisions, and shall in writing all other respects remain in full force and signed effect. 14.12 All of the representations, warranties, covenants, and agreements made by Seller and by Purchaser shall survive the Closing, but only for the survival periods expressly set forth herein, and shall not be merged therein for the benefit of Purchaser and Seller and their respective legal representatives, successors, and assigns. 14.13 In the event Seller or Purchaser breaches any of the terms, provisions, warranties, representations, covenants, or agreements contained in this Contract and Seller and Purchaser become involved in litigation with regard to breach hereof, the prevailing party shall be entitled to be paid its reasonable attorneys’ fees. 14.14 Nothing contained herein is intended to create, nor shall it ever be construed to make, Seller and Purchaser partners or joint venturers. 14.15 Except as otherwise set forth herein, any consent requested or required by one party under the terms of the Contract shall not be unreasonably withheld or delayed by the parties other party hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. 14.16 The provisions of this Agreement shall be deemed Contract are severable. Therefore, and if any provision or part hereof or the application thereof to any person or circumstances shall ever be held by any court of this Agreement is rendered void, competent jurisdiction to be invalid or unenforceableunconstitutional for any reason, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless Contract and the application of such provisions or part hereof to other persons or parts which are void, invalid or unenforceable as aforesaid circumstances shall substantially impair not be affected thereby. 14.17 This Contract is for the value sole and exclusive benefit of the whole Agreement Purchaser and Seller, and their successors and assigns, any no third party is intended to or shall have any rights of any kind or nature hereunder. 14.18 Purchaser shall have the right to sell, assign, or transfer this Contract without the approval of Seller; but the original Purchaser shall remain liable for performance of all of the duties and obligations of the Purchaser hereunder. 14.19 In the event either partyparty commences legal action to enforce its rights pursuant to the terms of this Contract, the prevailing party in said legal action shall be entitled to recover its reasonable attorneys’ fees related to said legal action. If the legal action is settled prior to a judgment being rendered, for the purpose of this Contract there shall have been no prevailing party in such instance. 14.20 This Contract may be executed in duplicate counterparts by Seller and Purchaser, the legal effect of which shall be the same as if both parties had signed the same instrument. Furthermore, facsimile or scanned/emailed signatures shall be legal and binding for all purposes.

Appears in 1 contract

Samples: Contract of Sale (Inland Land Appreciation Fund Ii Lp)

Miscellaneous Provisions. A. 18.1. The rights and licenses granted by RESEARCH Company may modify this Agreement, the DPA or any policy or other terms referenced in this agreement are personal Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement, DPA or such Additional Policy on the Company’s main website. In addition to PVI this, you will be notified in accordance with Section 17 (Notices). For all licensed accounts the revised terms shall take effect thirty (30) days after notice is provided. By continuing to use or receive the Products and may not Services after the effective date of any revisions to this Agreement, the DPA or any Additional Policies, you agree to be assignedbound by the revised Agreement, sublicensed DPA or otherwise transferred without any revised Additional Policies. 18.2. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the written consent remaining portions of RESEARCH. Any attempted assignment this Agreement will remain in full force and effect, and any invalid or transfer without such consent unenforceable portions shall be voidconstrued in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed 18.3. The failure by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or either party to enforce any provision of this Agreement shall in no way be waived and no breach excused, unless construed to be a present or future waiver of such waiver or consent shall provision nor in any way affect that party’s right to enforce such provision thereafter. All waivers must be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breacheffective. F. 18.4. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, the Company may assign this Agreement in its entirety, without your consent to Company’s Affiliate provided the assignee accepts full responsibility for Company’s obligations hereunder, or to a successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of Company’s assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 18.5. This Agreement may not be modifiedand the DPA, changed or terminated orally. No changetogether with the Order Form and Additional Policies, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains constitute the entire Agreement of agreement between you and the panties respecting Company regarding the subject matter hereof and supersedes any and all prior negotiations, correspondenceor contemporaneous representation, understanding, agreement, or communication between you and agreementsthe Company, whether written or oral, between regarding such subject matter. The terms and conditions hereof shall continue to apply notwithstanding any terms and conditions submitted by you, such as on a purchase order, which shall have no validity even if the parties respecting Company processes the subject matter hereofsame. H. The provisions of 18.6. Nothing in this Agreement shall creates, or is intended to create, any type of joint venture, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and the Company. 00.0. Xx case of a legislation change which affects the Products and Services, the Company will actively work with you to ensure compliance. If such a change request occurs and can be deemed severableresolved within reasonable efforts, it will be free of charge. 18.8. Therefore, if Neither party will be liable for any part of delay or failure to perform any obligation under this Agreement is rendered voidwhere the delay or failure results from any cause beyond its reasonable control, invalid including, but not limited to, acts of God, labor disputes or unenforceableother industrial disturbances, such rendering shall not affect the validity and enforceability electrical or power outages, utilities or other telecommunications failures, epidemic, pandemic, earthquake, storms or other elements of the remainder nature, blockages, embargoes, riots, acts or orders of this Agreement unless the part government, acts of terrorism, or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partywar.

Appears in 1 contract

Samples: Customer Agreement

Miscellaneous Provisions. A. 22.1 Each Co-Owner agrees, upon request by the other Co-Owners, to make, execute and deliver any and all documents reasonably required to implement the terms, covenants and conditions of the System Agreements. 22.2 No Co-Owner shall be considered to be in default in the performance of any of its obligations under the System Agreements (other than obligations of said Co-Owner to pay costs and expenses) if failure of performance shall be due to uncontrollable forces. The rights term "uncontrollable forces" shall mean any cause beyond the control of the Co-Owner affected, including, but not limited to, failure of or threat of failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance, labor dispute, sabotage, restraint by court order or public authority, and licenses granted action or non-action by RESEARCH or failure to obtain authorizations or approvals from any governmental agency or authority, which by exercise of due diligence and foresight such Co-Owner could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed so as to require a Co-Owner to settle any strike or labor dispute in this agreement are personal to PVI and which it may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCHinvolved. Any attempted assignment or transfer without Co-Owner rendered unable to fulfill any obligation by reason of uncontrollable forces shall exercise due diligence to remove such consent shall be voidinability with all reasonable dispatch. B. PVI hereby assures RESEARCH that PVI will comply with 22.3 The captions and headings appearing in the System Agreements are inserted merely to facilitate reference and shall have no bearing upon the interpretation of the provisions contained therein. 22.4 The System Agreements may be executed in any number of counterparts, and each executed counterpart shall have the, same force and effect as an original instrument as if all United States export controls as the Co-Owners to the aggregated counterparts had signed the same instrument. 22.5 Each term, covenant and condition set forth and contained in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be System Agreements is deemed to be a waiver an independent term, covenant or condition, and the obligation of a different any Co-Owner to perform any or subsequent breachall of the terms, covenants and conditions to be kept and performed by it is not conditioned on the performance by any or all of the other Co-Owners of any or all of the terms, covenants or conditions to be kept and performed by them. F. This Agreement may not be modified22.6 In the event that any of the terms, changed covenants or terminated orally. No changeconditions of the System Agreements, modificationor the application of any such term, addition covenant or amendment condition to any Person or circumstance, shall be valid unless held invalid by any Court having jurisdiction in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiationspremises, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of the System Agreements, and the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. 22.7 Exhibits 1, 2, 3, 4, 5, 6, 7 and 8 attached hereto are incorporated herein and made a part hereof by this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyreference.

Appears in 1 contract

Samples: Eldorado System Conveyance and Co Tenancy Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 15.1 This Agreement shall be governed by construed, governed, interpreted and applied in accordance with the laws of the State of MinnesotaMaryland, U.S.A., except that questions affecting the validity, construction and effect of any patent licensed hereunder, shall be determined by the law of the country in which the patent was granted. D. For purposes of mailings of notices, payments, or other communications, 15.2 The parties hereto acknowledge that this Agreement sets forth the addresses entire Agreement and understanding of the parties are given below. In hereto as to the case of RESEARCH: Theseus Researchsubject matter hereof, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term and shall not be subject to any change or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed modification except by the party claimed to have waived or consented. No waiver execution of a breach shall be deemed written instrument subscribed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This 15.3 The provisions of this Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandingare severable, and agreements, whether written or oral, between in the parties respecting the subject matter hereof. H. The event that any provisions of this Agreement shall be deemed severabledetermined 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. 15.4 LICENSEE agrees to mxxx the Licensed Products sold in the United States with all applicable United States patent numbers. Therefore, if All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice of the country of manufacture or sale. 15.5 The failure of any part party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the validity other party. 15.6 Claims, disputes, or controversies concerning the validity, construction, or effect of any patent licensed hereunder shall be resolved in any court having jurisdiction thereof. 15.7 A grant application under the Advanced Technology Program was filed on Mxxxx 00, 0000 (Xxxxxxxx X). If a grant is awarded, any Invention made pursuant thereto where an investigator at JXXXX HXXXXXX is the sole inventor or a coinventor shall be assigned to LICENSEE. Such Invention shall be assigned hereunder and enforceability shall thereafter fall within the definition of Patent Rights and therefore shall be subject to Sections 3.2, 3.3 and 3.4 hereof and to the royalty payments required by Sections 4.1(c)(i), 4.1(d) and 4.4 hereof as part of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyrights licensed hereunder.

Appears in 1 contract

Samples: Research and License Agreement (Sangamo Biosciences Inc)

Miscellaneous Provisions. A. a. The rights and licenses granted by RESEARCH Parties agree to stay all further proceedings in this Case, except such proceedings as are necessary to implement and complete this Settlement and/or to implement this Agreement, pending the Fairness Hearing to be conducted by the Superior Court and the Effective Date of the Settlement. b. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. c. For any persons who fit the definition of Class Members, as defined above, but were not identified by Defendants as Class Members, the parties agree that the Statute of Limitations as to any claim released by the Settlement Class is tolled for the period of time this matter was pending. This Agreement constitutes the entire Agreement among these Parties. No representations, warranties, or inducements have been made to any Party concerning this Agreement, other than the representations, warranties, and covenants contained and memorialized in this Agreement. d. Counsel for all Parties warrant and represent that they are expressly authorized by the Parties whom they represent to enter into this Agreement and to take all SETTLEMENT AGREEMENT - 9 4893-4052-8260.7 / 108226-1001 appropriate action required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to implement this Settlement. If the Parties are unable to reach agreement are personal on the form or content of any document needed to PVI and implement this Settlement or this Agreement, or on any supplemental provisions that may not be assignedbecome necessary to effectuate the terms of this Settlement or this Agreement, sublicensed or otherwise transferred without then either Party may seek the written consent of RESEARCH. Any attempted assignment or transfer without Superior Court’s assistance to resolve such consent disagreement. e. This Agreement shall be voidbinding upon, and shall inure to the benefit of, the successors of the Parties hereto, as previously defined. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This f. All terms of this Agreement shall be governed by and interpreted according to the laws of the State of MinnesotaWashington. D. For purposes of mailings of noticesg. Named Plaintiffs and Defendants believe that this is a fair, paymentsreasonable, or other communicationsand adequate settlement, the addresses of the parties are given belowand have arrived at this Settlement through arm’s-length negotiations, considering all relevant factors, present and potential. In the case of RESEARCHIT IS SO AGREED. COUNSEL FOR NAMED PLAINTIFFS AND CLASS COUNSEL COUNSEL FOR DEFENDAXXX XXXXX & XXXX, X.X. XXXXXXX MENXXXXXX X.X. Xxxdeep S. Rekhi Counsel for Named Plaintiffs and Clxxx Xxxxxxx Xxxxxxx Xxxx Counsel for Defendants Dated: Theseus Research, Inc. AttentionDated: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 11 / 06 / 2023 Haywaxx Xxx XXXX Xxx Xxxxxxx XxxxxxHayward Law PLLC 000 Xxxxxxxxx Xxx., Xxxxx 000 XxxxxxxxxSpokane, XX 00000 E. No term Washington 99201 Counsel for Named Plaintiffs and Class Counsel PHOENIX PROTECTIVE CORPORATION AND PPX XXXXXXXXX Xxxxxx Xxxxxx, Owner/Manager Dated: Dated: 11 / 06 / 2023 SETTLEMENT AGREEMENT - 10 4893-4052-8260.7 / 108226-1001 NAMED PLAINTIFF AND CLASS REPRESENTATIVE INDIVIDUAX XXXXXXXXX Xxxxxx Xxxx, individually and on behalf of the Settlement Class Dated: 11 / 06 / 2023 an agent, owner, and/or manager of Phoenix Protective Corporation and PPC Solutions., a Washington Corporation. Dated: NAMED PLAINTIFF AND CLASS REPRESENTATIVE INDIVIDUAX XXXXXXXXX Xxxxx Xxxxxxx individually and on behalf of the Settlxxxxx Xxxxx Xxxxxx Xxxxxx, individually and in her capacity as an agent, owner, and/or manager of Phoenix Protective Corporation and PPC Solutions, a Washington Corporation. Dated: 11 / 06 / 2023 Dated: SETTLEMENT AGREEMENT - 11 4893-4052-8260.7 / 108226-1001 — NOTICE OF SETTLEMENT — TO: All current and former employees of Phoenix Protective Corp. and PPC Solutions, Inc., who at any time from January 31, 2017 through August 8, 2023 worked for either company while based or provision residing in the State of Washington. • Two former security guarx xxxxoyees, Xxxxxx Xxxxx xxx Xxxxx Xxxxxxx, (“Plaintiffs”) have sued Phoenix Protective Corporation and PPC Solutions, Inc. (“Phoenix” or “Defendants”) based on alleged violations of Washington state wage and hour laws. In particular, Plaintiffs allege that Phoenix failed to pay minimum and overtime wages to security guards for all hours worked including attending mandatory orientation and training programs, failed to provide for and pay for missed meal and rest breaks, failed to provide mandatory safe and sick time and indicate such time on security guards’ paystubs, and made unlawful deductions from security guards’ pay. Defendants deny the allegations in the lawsuit. • In order to resolve the lawsuit, and without any party admitting liability, the Plaintiffs and Defendants have agreed to a Class Action Settlement. • The Class Action Settlement includes a total settlement payment by Defendants of $2,500,000. • To qualify for a share of this Agreement shall payment, you must have been employed by Phoenix Protective Corporation and PPC Solutions, Inc. and worked for the company while based or residing in Washington between January 31, 2017, and August 8, 2023 and have not excluded yourself from the Class Action Settlement. • You do not have to do anything to be waived eligible to receive a share of the settlement payment. Your Legal Rights and Options in this Settlement Do Nothing You will be eligible to get a payment for your share of the Class Action Settlement. (You may need to provide the Settlement Administrator any updated contact information to ensure you receive a payment.) You will give up rights relating to the legal claims in this Case. Ask to be Excluded Get no breach excusedpayment. This is the only option that allows you to ever be a part of any other lawsuit against Defendants with respect to the legal claims in this Case. Object Write to the Court if you do not like the settlement and explain why. If the Settlement is approved, you will still receive a payment and you will give up rights relating to the legal claims in this Case. Go to a Hearing Ask to speak in Court about the fairness of the Class Action Settlement. If the Settlement is approved, you will still receive a payment and you will give up rights relating to the legal claims in this Case. • These rights and options—and the deadlines to exercise them—are explained in this Notice. • The Court in charge of this Case still has to decide whether to finally approve the Settlement. If the Court approves the Settlement, payments will be made after any appeals are resolved and Defendants fully fund the settlement. We expect payments will go out spring/summer of 2024. Please be patient. 1. Why did I get this Notice? Defendants records show that you were employed by Phoenix Protective Corporation and/or PPC Solutions, Inc. and worked while based or residing in Washington between January 31, 2017, and August 8, 2023. The Court has allowed this Notice to be sent to you to inform you about a proposed settlement of a class action lawsuit, and about your options, before the Court decides whether to finally approve the Settlement. If the Court approves the Settlement, and after any appeals are resolved, payments will be made to Settlement Class Members, unless such waiver they affirmatively request to be excluded from the Settlement. This Notice explains the Case, the Class Action Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. 2. What is the Case about? The Class Representatives claim Defendants have violated Washington wage and hour laws and regulations by: (1) failing to pay minimum and overtime wages to security guards for all hours worked including time spent in orientation and training, (2) failing to provide adequate rest breaks to security guards, (3) failing to provide adequate meal breaks to security guards, (4) making unlawful deductions from security guards' pay, (5) failing to provide security guards with mandatory paid safe and sick time and statements showing how much time had accrued, and (6) willfully refusing to pay wages owed to security guards. Phoenix Protective Corporation and PPC Solutions deny all of the above claims and allegations. Defendants maintain that all security guards were paid the wages required by state and local laws, that security guards had adequate and compliant rest and meal break time, that all deductions from security guards' pay were proper, and that security guards were provided all required safe and sick time. Plaintiffs' Complaint in this lawsuit is available at xxxxx://xxx.xxxxxxxxx.xxx/class- actions/phoenix/. 3. What is a class action and who is involved? In a class action lawsuit, one or consent shall be more people called “Class Representatives” (in writing xxxx case, Plainxxxxx Xxxxxx Bexxx and signed by Xxxxx Xxxxxxx) sue on behalf of other people who may have similar claims. The people and the party claimed Class Representatives together are called a “Class” or “Class Members.” The persons or companies that have been sued (in this case Phoenix Protective Corporation and PPC Solutions, Inc.) are called the Defendants. 4. Why is there a Settlement? Both sides agreed to have waived or consenteda Settlement. No waiver This allows the parties to avoid the cost of a breach shall be deemed to trial. The Class Representatives and their attorneys think the Settlement is best for everyone in the Class. 5. How do I know whether I am part of the Settlement? A Superior Court Judge decided that the following individuals are Class Members: All current and former employees of PPC Solutions, Inc. and/or Phoenix Protective Corporation who worked as security guards at any time from January 31, 2017 through August 8, 2023 while based or residing in the State of Washington. If it is approved, the Settlement will cover all Class Members who have not timely and affirmatively excluded themselves from the Case. To be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered voidand receive any money pursuant to the Settlement, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partySettlement Class Members need do nothing.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 21.1 No cancellation, modification, amendment, deletion, addition or other change in this agreement are personal to PVI and may not be assignedAgreement or any provision hereof, sublicensed or otherwise transferred without the written consent waiver of RESEARCH. Any attempted assignment any right or transfer without such consent remedy hereby provided, shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as effective for any purpose unless specifically set forth in writing, signed by the Export Administration Regulations, 15 C.F.R. section 770 et seqparty to be bound thereby. No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion. C. 21.2 This Agreement shall be construed in accordance with, and governed by by, the laws of the State of MinnesotaNevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada. D. For purposes 21.3 The headings are inserted solely for convenience of mailings reference and shall not be deemed to restrict or modify the meaning of noticesthe Articles to which they pertain. 21.4 This Agreement constitutes the entire agreement between the parties with respect to all matters herein contained, paymentsand its execution has not been induced by, or other communications, the addresses nor do any of the parties are hereto rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof. This Agreement shall not be amended, altered or qualified except by an instrument in writing, signed by all parties hereto and any amendments, alterations or qualifications hereof shall not be binding upon or affect the rights of any party who has not given below. its consent in writing. 21.5 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. 21.6 In the case event that any of RESEARCH: Theseus Researchthe covenants herein contained shall be held unenforceable or declared invalid for any reason whatsoever, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such unenforceable or invalid portion shall be severable from the remainder of this Agreement. 21.7 In the case event of PVI: Princeton Video Imagean inability or failure by any party by reason of any fire, Inc. Attention: President 00 Xxxxxxx Xxxxxxexplosion, Xxxxx 000 Xxxxxxxxxwar, XX 00000riot, strike, walk-out, labour controversy, flood, shortage of water, power, labour transportation facilities or necessary materials or supplies, default or power failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the party, then the party shall not be liable to the other party and will not be deemed to be in default during the period and to the extent of such inability or failure. E. No 21.8 Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if: (a) Delivered personally; (b) Sent by prepaid courier service or mail; (c) Sent prepaid by telecopiers, fax, telex or other similar means of electronic communication; or (d) Addressed to the relevant party at the address/fax number shown for that party at the beginning of this Agreement. Any notice so given shall be deemed conclusively to have been given and received when so personally delivered or, if sent by telex, fax, telecopier or other electronic communication, on the first business day thereafter, or if sent by mail on the third business day thereafter. Any party may change any particulars of its address/fax number for notice by notice to the others in the manner above described. 21.9 Time shall be of the essence of this Agreement. 21.10 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 21.11 The relationship between the Licensor and the Licensee is, and during the term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consentedthat of independent contractors. No waiver of a breach party shall be deemed a legal representative or agent of the other party for any purpose and shall have no right or authority to be assume or create in writing or otherwise, any obligation of any kind, express or implied, with respect to any commitments, in the name of the other party or on behalf of the other party, unless given with the express written authority of such party. Furthermore, the relationship among the Licensor and the Licensee hereunder shall not constitute a waiver of a different joint venture, general partnership or subsequent breachsimilar arrangement. F. 21.12 This Agreement agreement may not be modifiedexecuted in one or more counterparts, changed or terminated orally. No change, modification, addition or amendment each of which so executed shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any constitute an original and all prior negotiations, correspondence, understanding, of which together shall constitute one and agreements, whether written or oral, between the parties respecting the subject matter hereofsame agreement. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Exclusive License Agreement (Caleco Pharma Corp.)

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Miscellaneous Provisions. A. SECTION 6.1 Each and every right, power and remedy hereby granted to BOTW shall be cumulative and not exclusive, and each and every right, power and remedy whether specifically hereby granted or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by BOTW, and the exercise of any such right, power or remedy will not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. All changes to and modifications of this Instrument must be in writing and signed by Mortgagor and BOTW. SECTION 6.2 If any provision hereof or of any of the other documents constituting, evidencing or creating all or any part of the Obligations is invalid or unenforceable in any jurisdiction, the other provisions hereof or of said documents shall remain in full force and effect in such jurisdiction and the remaining provisions hereof will be liberally construed in favor of BOTW in order to carry out the provisions hereof and of such other documents. The rights and licenses granted by RESEARCH invalidity of any provision of this Instrument in this agreement are personal any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction. SECTION 6.3 This Instrument will be deemed to PVI be and may not be assignedenforced from time to time as an assignment, sublicensed contract, financing statement, real estate mortgage, or otherwise transferred without the written consent security agreement, and from time to time as any one or more thereof, as is appropriate under applicable state law. A carbon, photographic or other reproduction of RESEARCH. Any attempted assignment this Instrument or transfer without such consent any financing statement in connection herewith shall be voidsufficient as a financing statement for any and all purposes. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth SECTION 6.4 Notwithstanding anything to the contrary contained herein, no rate of interest required hereunder or under the Obligations shall exceed the maximum legal rate under applicable law, and, in the Export Administration Regulationsevent any such rate is found to exceed such maximum legal rate, 15 C.F.R. section 770 et seqMortgagor shall be required to pay only such maximum legal rate. C. This Agreement SECTION 6.5 Insofar as permitted by otherwise applicable law, this Instrument and the Obligations shall be construed under and governed by the laws of the State of MinnesotaColorado (excluding choice of law and conflict of law rules); provided, however, that, with respect to any portion of the Collateral located outside of the State of Colorado, the laws of the place in which such property is located shall apply to the extent necessary to permit BOTW to enforce or realize upon its rights and remedies hereunder with respect to such property, and any such enforcement or realization proceedings shall be conducted in compliance with the applicable laws of the state where the Collateral is located. D. For SECTION 6.6 This instrument may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of mailings which are identical except that: (a) to facilitate recordation, in particular counterparts hereof, portions of noticesExhibit "A" hereto which describe properties situated in counties or parishes other than the county or parish in which the counterpart is to be recorded have been omitted, payments, or other communicationsand (b) to accommodate different execution formalities for different states in which the Collateral is located, the addresses of the parties are given belowsignature blocks and title pages in counterparts to be filed in certain states may contain captions, witnesses, acceptances and other formalities not included in other counterparts. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach Each counterpart shall be deemed to be a waiver of a different or subsequent breachan original for all purposes, and all counterparts shall together constitute but one and the same instrument. F. This Agreement may SECTION 6.7 Unless otherwise specified in Exhibit "A" hereto, all recording references in Exhibit "A" hereto are to the official real property records of the county in which the affected land is located. The references in Exhibit "A" hereto to liens, encumbrances and other burdens shall not be modified, changed deemed to recognize or terminated orally. No change, modification, addition or amendment create any rights in third parties. SECTION 6.8 All deliveries and notices hereunder shall be valid unless deemed to have been duly made or given if made or given in writing and signed by conformity with the parties heretoprovisions of the Credit Agreement. G. SECTION 6.9 This Agreement constitutes Instrument shall bind and contains inure to the entire Agreement benefit of the panties respecting the subject matter hereof respective successors and supersedes assigns of Mortgagor and BOTW, including, without limitation, any and all prior negotiationsother banks, correspondencelending institutions and parties which may participate in the indebtedness evidenced by the Obligations or any of them. Notwithstanding any other provision contained herein, understandingif any property interest granted by this Instrument does not vest on the execution and delivery of this Instrument, it shall vest, if at all, no later than 20 years after the execution and delivery of this Instrument. As used herein, the term "person" shall mean individual, corporation, limited liability company, partnership, joint venture, agency or other form of entity or association. SECTION 6.10 Some of the above goods are or are to become fixtures on the Land. The above described minerals or other substances of value which may be extracted from the earth (including without limitation oil and gas), and agreementsthe accounts relating thereto will be financed at the wellhead of the well or xxxxx located on the Land. This Instrument is to be filed for record in, among other places, the real estate records of each county in which the affected real estate is located; to wit, all of those listed in Exhibit "A." Mortgagor is the owner of a record interest in a portion of the real estate concerned. The mailing address of Mortgagor and the address of BOTW from which information concerning the security interest may be obtained are as set forth above. SECTION 6.11 BOTW shall be entitled to enforce payment of any indebtedness and performance of any other of the Obligations secured hereby and to exercise all rights and powers under this Instrument or under any other instrument or other agreement or any laws now or hereafter in force, notwithstanding the fact that some or all of said indebtedness and other Obligations secured hereby may now or hereafter be otherwise secured, whether written by mortgage, deed of trust, pledge, lien, assignment or oralotherwise. Neither the acceptance of this Instrument nor its enforcement, whether by court action or pursuant to the power of sale or other powers herein contained shall prejudice or in any manner affect BOTW's right to realize upon or enforce any other security now or hereafter held by BOTW, it being agreed that BOTW shall be entitled to enforce this Instrument and any other security now or hereafter held by BOTW in such order and manner as it may in its absolute discretion determine. EXECUTED as of the date first above written. KODIAK OIL & GAS (USA) INC. By: /s/ XXXX X. XXXXXXXX Xxxx X. Xxxxxxxx, President & CEO STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) Subscribed and sworn to before me this 11th day of September, 2008 by Xxxx X Xxxxxxxx, as President &CEO of Kodiak Oil & Gas (USA) Inc. Witness my hand and official seal. My commission expires: 06/05/2010. /s/ XXXXXX XXXXX Notary Public Xxxxxx Xxxxx, Notary Public State of Colorado My Commission Expires 6/5/2010 15 PREAMBLE TO EXHIBIT "A" Well names, unit designations, unit tract descriptions and descriptions of undivided leasehold interests, Net Revenue Interests and Working Interests contained in Exhibit "A" shall not be deemed to limit the interests covered hereby. Reference is made to the land descriptions contained in the documents of title recorded as described in Exhibit "A." To the extent that any land description in Exhibit "A" is incorrect or not legally sufficient, the land descriptions contained in the leases or other documents recorded as described in Exhibit "A" are incorporated herein by this reference. Unless provided otherwise, all recording references in Exhibit "A" are to the official real property records of the county or counties in which the Interests are located and in which records such documents are or in the past have been customarily recorded, whether Deed Records, Oil and Gas Records, Oil and Gas Lease Records or other records. Unless marked with a percentage symbol (%), the "Working Interests" ("WI") and "Net Revenue Interests" ("NRI") described in Exhibit "A" are expressed in decimal equivalents, e.g., 1.00 = 100 percent. September 11, 2008 Kodiak Oil & Gas (USA) Inc. 0000 Xxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Gentlemen: Reference is made to that certain Credit Agreement dated as of September 11, 2008, between Kodiak Oil & Gas (USA) Inc., as borrower ("Borrower"), and Bank of the West, as lender (the "Bank"). The above-described Credit Agreement, as it may be amended from time to time, is herein referred to as the "Credit Agreement." Reference is also made to that certain Promissory Note dated September 11, 2008 (the "Note"), in the face amount of $20,000,000, made by Borrower, payable to the order of the Bank. Payment of the indebtedness owing to the Bank by Borrower is secured by a Mortgage, Security Agreement, Assignment, Financing Statement and Fixture Filing dated as of September 11, 2008 (the "Mortgage"), from Borrower to the Bank. Pursuant to the terms of the Mortgage, Borrower has assigned to the Bank the proceeds of the sales of oil and gas from the properties described in the Mortgage (the "Proceeds") and has granted to the Bank the right to receive all of the Proceeds directly and to apply them in satisfaction of the obligations of Borrower to the Bank. Notwithstanding anything to the contrary contained in the Mortgage or in the Credit Agreement, the Bank hereby consents to the suspension of its right to receive the Proceeds directly and grants to Borrower a revocable license to collect the Proceeds, unless and until the Bank elects to revoke such consent and to terminate such license by notice to Borrower in accordance with the notice provisions of the Credit Agreement. Borrower and the Bank understand and agree that the Bank may elect to exercise its right to receive the Proceeds only upon the occurrence of an Event of Default (as defined in the Credit Agreement). Nothing contained herein will limit the obligation of Borrower to make payments of principal and interest as set forth in the Credit Agreement at the times and in the amounts specified therein. In the event the Bank does revoke the license granted to Borrower and the suspension of its right to receive the Proceeds as provided herein, upon such revocation, Borrower will then and thereafter receive and hold any such Proceeds as are received in trust pursuant to the relevant sections of the Mortgage and the Credit Agreement for the purpose of protecting the Bank's security interest in the Proceeds and will promptly pay over any and all such Proceeds to the Bank. Please indicate your acceptance below. Very truly yours, BANK OF THE WEST By: /s/ XXX XXXXX Name: Xxx Xxxxx Title: Vice President ACCEPTED AND AGREED TO: KODIAK OIL & GAS (USA) INC. By: /s/ XXXX X. XXXXXXXX Xxxx X. Xxxxxxxx, President & CEO 18 OMNIBUS CERTIFICATE The undersigned, Xxxx X. Xxxxxxxx, in his capacity as President &CEO of Kodiak Oil & Gas (USA) Inc., a Colorado corporation (the "Company"), hereby certifies as follows: 1. Attached hereto is a true and complete copy of the Articles of Incorporation of the Company and any and all amendments thereto, all as in effect on the date hereof. 2. Attached hereto is a true and complete copy of the Bylaws of the Company, and any and all amendments thereto, all as in effect on the date hereof. 3. Attached hereto is a true and complete copy of certain Resolutions duly adopted by the Directors of the Company authorizing the Company to enter into the Credit Agreement dated as of September 11, 2008 (the "Credit Agreement"), between the parties respecting Company, as borrower, and Bank of the subject matter West, as lender, and any and all related promissory notes, security documents and other documents. Said Resolutions have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof. H. 4. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect following person(s) is(are) duly authorized to execute Loan Documents (as defined in the validity and enforceability Credit Agreement) on behalf of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.Company:

Appears in 1 contract

Samples: Credit Agreement (Kodiak Oil & Gas Corp)

Miscellaneous Provisions. A. 15.1 The rights recitals and licenses granted by RESEARCH exhibits to this Settlement Agreement are an integral part of the Settlement and are expressly incorporated and made a part of this Settlement Agreement. 15.2 The Parties (i) acknowledge that it is their intent to consummate this agreement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, and to exercise their best efforts to accomplish the terms and conditions of this Settlement Agreement. 15.3 This Settlement Agreement is for settlement purposes only. No provision contained in this Settlement Agreement or any action taken hereunder shall constitute or be construed as an admission of the merit or validity of any claim or any fact alleged in the Lawsuit or of any wrongdoing, fault, violation of law, or liability of any kind on the part of Squirrel Hill or the Released Persons or any admission by Squirrel Hill or the Released Persons with respect to any claim or allegation made in any action or proceeding or any concession as to the merit of any of the claims asserted by Plaintiff in the Lawsuit. This Settlement Agreement shall not be offered or be admissible in evidence against either Party or the Released Persons or cited or referred to in any action or proceeding, except in an action or proceeding brought to enforce its terms. Nothing contained herein is or shall be construed or admissible as an admission by Squirrel Hill or the Released Persons that Plaintiff’s claims or any similar claims are suitable for class treatment outside of this Settlement. 15.4 In the event that there are any developments in the effectuation and administration of this Settlement Agreement that are not dealt with by the terms of this Settlement Agreement, then such matters shall be dealt with as agreed upon by the Parties, and failing such agreement, as shall be ordered by the Court. The Parties shall execute all documents and use their best efforts to perform all acts necessary and proper to promptly effectuate the terms of this Settlement Agreement and to take all necessary or appropriate actions to obtain judicial approval of this Settlement Agreement in order to give this Settlement Agreement full force and effect. 15.5 No Person shall have any claim against Plaintiff, Settlement Class Counsel, Squirrel Hill, Squirrel Hill Counsel, the Settlement Administrator, the Released Persons, or their agents based on administration of the Settlement substantially in accordance with the terms of the Settlement Agreement or any court order. 15.6 This Settlement Agreement constitutes the entire agreement are personal between the Parties with respect to PVI the settlement of the Lawsuit. This Settlement Agreement supersedes all prior negotiations and agreements with respect to the settlement of the Lawsuit and may not be assignedmodified or amended, sublicensed except by a writing signed by or otherwise transferred without on behalf of the written consent Parties or their respective successors- in-interest. The Parties acknowledge, stipulate, and agree that no covenant, obligation, condition, representation, warranty, inducement, negotiation, or understanding concerning any part of RESEARCH. Any attempted assignment the subject matter of this Settlement Agreement has been made or transfer without such consent relied on, except as expressly set forth in this Settlement Agreement. 15.7 There shall be voidno waiver of any term or condition absent an express writing to that effect by the waiving Party. No waiver of any term or condition in this Settlement Agreement shall be construed as a waiver of a subsequent breach or failure of the same term or condition, or waiver of any other term or condition of this Settlement Agreement. B. PVI hereby assures RESEARCH 15.8 In the event a third party, such as a bankruptcy trustee, former spouse, or other third party, has or claims to have a claim against any payment made or to be made to a Settlement Class Member, it is the sole responsibility of the Settlement Class Member to transmit the funds to such third party in satisfaction of such claims. 15.9 The Parties intend this Settlement to be a final and complete resolution of all disputes between them with respect to the Lawsuit. The Settlement compromises and releases claims that PVI will comply are contested and shall not be deemed an admission by any Party as to the merits of any claim or defense. The Parties each agree that the Settlement was negotiated in good faith by the Parties and was reached voluntarily after consultation with all United States export controls competent legal counsel. The Parties reserve their right to rebut, in a manner that such Party determines to be appropriate, any contention made in any public forum that the Lawsuit were brought or defended in bad faith or without a reasonable basis. It is agreed that neither Party shall have any liability to one another as it relates to the Lawsuit, except as set forth herein. 15.10 This Settlement Agreement shall not be construed more strictly against one Party than another merely because of the fact that it may have been prepared by counsel for one of the Parties, it being recognized that because of the arm’s-length negotiations resulting in the Export Administration RegulationsSettlement Agreement, 15 C.F.R. section 770 et seqall Parties hereto have contributed substantially and materially to the preparation of the Settlement Agreement. All terms, conditions, and exhibits are material and necessary to this Settlement Agreement and have been relied upon by the Parties in entering into this Settlement Agreement. C. 15.11 The Court shall retain jurisdiction, after its entry of the Final Order and Judgment, with respect to implementation and enforcement of the terms of this Settlement Agreement, and all Parties and Settlement Class Members submit to the exclusive jurisdiction of the Court for purposes of the implementation and enforcement of the Settlement embodied in this Settlement Agreement and any dispute with respect thereto. 15.12 This Settlement Agreement shall be construed under and governed by the laws of the State Commonwealth of MinnesotaPennsylvania without regard to its choice of law provisions. D. For purposes 15.13 In the event that any one or more of mailings of noticesthe provisions contained in this Settlement Agreement shall for any reason be held to be invalid, paymentsillegal, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be unenforceable in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceablerespect, such rendering invalidity, illegality, or unenforceability shall not affect the validity other provisions, which shall remain in full force and enforceability effect as though the invalid, illegal, or unenforceable provision had never been a part of this Settlement Agreement, as long as the benefits to Squirrel Hill or the Settlement Class Members are not materially altered as the result of the remainder invalid, illegal, or unenforceable provision. 15.14 This Settlement Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. 15.15 The headings used in this Settlement Agreement are for the convenience of the reader only and shall not affect the meaning or interpretation of this Agreement unless Settlement Agreement. In construing this Settlement Agreement, the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value use of the whole singular includes the plural (and vice-versa) and the use of the masculine includes the feminine (and vice-versa). 15.16 All dollar amounts are in United States dollars (USD). 15.17 This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original as against any Party who has signed it and all of which shall be deemed a single Settlement Agreement. 15.18 Each Party to either partythis Settlement Agreement and the signatories thereto warrant that he, she, or it is acting upon his, her, or its independent judgment and the advice of his, her, or its counsel and not in reliance upon any warranty or representation, express or implied, of any nature or kind by any other Party, other than the warranties and representations expressly made in this Settlement Agreement. 15.19 Each signatory below warrants that he or she has authority to execute this Settlement Agreement and bind the Party on whose behalf he or she is executing the Settlement Agreement.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned9.1 No Party shall assign, sublicensed or otherwise transferred without the prior written consent of RESEARCHthe other Party, the present Agreement to any third party which is not an Affiliate of the assigning Party. Any attempted assignment or transfer without such consent In any case the assigning Party shall be voidwarrant performance of the assignee according to and for all the effects of the GCC. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in 9.2 All the Export Administration RegulationsAnnexes attached hereto are incorporated herein, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Annexes. 9.3 This Agreement contains the entire agreement of the Parties with respect to the Transaction contemplated herein and supersedes any earlier agreements and understandings, either verbally or in writing, exclusively between the Parties to this Agreement. 20th August 2010 9.4 Save for what provided for under preceding point 9.3, changes to this Agreement can only be waived validly made, and no breach excusedshall come into force only when made, unless such waiver or consent shall be in writing and writing, duly signed by the party claimed to have Parties. Consequently, this Agreement cannot be waived or consented. No waiver of a breach discharged orally. 9.5 If any provision in this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provision with a waiver valid provision, the effect of a different which is as close as possible to the intended effect of the invalid or subsequent breachunenforceable provision. F. This Agreement may not be modified, changed 9.6 Any possible tolerance by a Party in respect of acts or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement omissions of the panties respecting other Party in breach of the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Thereforeto be a simple tolerance, if any part and in no way shall be construed as a waiver of the rights deriving on such Party from the breached provision, nor of the right to demand the appropriate and correct fulfilment of the terms and conditions provided herein. 9.7 Each of the Parties hereby agrees to execute and deliver all documents, papers and instruments and to do and perform all such further acts and things, as shall be necessary or convenient to further the purposes of this Agreement is rendered voidand the Transaction contemplated hereunder, invalid provided that if the documents, papers, instruments and acts have to be executed and delivered by the other Party pursuant to an obligation arising out of this Agreement the costs incurred by the Party executing and delivering them shall be promptly reimbursed by the obliged Party. 9.8 None of the Parties has undertaken to award intermediary, brokerage or unenforceablesimilar fees and commissions relating to the Transaction specified herein, such rendering the payment of which may be legitimately requested, either wholly or in part, from the other Party. 9.9 The table of contents and the descriptive headings contained in this Agreement are for reference purposes only and shall not affect the validity and enforceability meaning or interpretation of this Agreement. 9.10 Unless otherwise expressly indicated: (i) all capitalised terms defined in the remainder text of this Agreement unless shall have the part meaning so defined through this Agreement; (ii) the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision thereof; (iii) the terms defined in the singular shall have the comparable meaning when used in the plural, and vice versa; and (iv) any reference to Clauses, Articles or parts Annexes contained in this Agreement shall be deemed to be a reference to Clauses, Articles hereof or Annexes hereto. 9.11 Any notice or communication required or permitted to be delivered to a Party pursuant to or in connection with this Agreement shall be made in writing, in English, by receipted personal delivery or by telefax to the addresses/fax numbers set forth below: (a) if to the Seller: Attention: Xx. Xxxxx Xxxxxxx, Superserve Ltd. Tel: +00 0000 000000 with a copy to: xxxxx.xxxxxxx@xxx.xx 20th August 2010 (b) if to the Purchaser: Attention: Xx. Xxxxxxx de Vergnies, PSP Tel: +00 00 000 00 00 Fax: +00 00 000 00 00 e-mail: x.xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx or to such other address/representative/fax number as a Party may designate by means of a written notice to be sent to the other Party from time to time. A notice which are voidis served personally (including by hand, invalid courier, postal mail or unenforceable as aforesaid delivery service) shall substantially impair be deemed to be served and shall take effect at the value time of its delivery. A notice which is sent by fax transmission shall be deemed to have been served when the whole Agreement to either partyrecipient has received it.

Appears in 1 contract

Samples: Master Acquisition Agreement (Prime Sun Power Inc)

Miscellaneous Provisions. A. This agreement is governed by the law of the state in which the project is located. B This agreement is the entire and integrated agreement between Client and Consultant and supersedes all prior negotiations, statements or agreements, either written or oral. The rights and licenses granted by RESEARCH in parties may amend this agreement are personal only by a written instrument signed by both Client and Consultant. C. In the event that any term or provision of this agreement is found to PVI be unenforceable or invalid for any reason, the remainder of this agreement shall continue in full force and may not effect, and the parties agree that any unenforceable or invalid term or provision shall be assigned, sublicensed amended to the minimum extent required to make such term or otherwise transferred provision enforceable and valid. D. Neither Client nor Consultant shall assign this agreement without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe other. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration RegulationsE. Client and Consultant waive consequential damages for any claims, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, disputes or other communications, the addresses matters in question arising out of the parties are given belowor relating to this agreement. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No Consultant’s waiver of a breach shall be deemed consequential damages, however, is contingent upon the Client requiring contractor and its subcontractors to be a waiver waive all consequential damages against Consultant for claims, disputes or other matters in question arising out of a different or subsequent breachrelating to the project. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment Nothing in this agreement shall be valid unless in writing and signed by create a contractual relationship for the parties heretobenefit of any third party. G. This Agreement constitutes and contains With the entire Agreement approval of the panties respecting Client, Consultant may include descriptions, including graphics, of the subject matter hereof project in its promotional and supersedes any professional materials, including professional resumes and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereofproposals to other municipalities. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect Client understands that the validity and enforceability Consultant may use subconsultants to perform various parts of the remainder of this Agreement unless work. Consultant is responsible for all work prepared by the part or parts which are voidsubconsultant. The subconsultants include the following: 1. Attorney Xxxx Xxxx (Arenz, invalid or unenforceable as aforesaid Molter, Macy, Riffle, & Xxxxxx, S.C.) for legal review 2. Xxxxxxxx Zukauska for illustrations and related graphics 3. Geographic Marketing Advantage (Xxxx Xxxxxxxxxxx) for GIS and related mapping In the event, Consultant wishes to work with any other subconsultants (not listed above), Consultant shall substantially impair obtain the value approval of the whole Agreement Client. I. Notwithstanding any other clause written herein, Consultant understands and agrees that the Village is a municipal entity and therefore, is subject to either party.the Wisconsin Public Records Law. Wisconsin Statute Sec. 19.36

Appears in 1 contract

Samples: Consulting Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and 19.1 This Agreement may not be assignedamended or modified, sublicensed or otherwise transferred without nor may the rights of any party hereunder be waived, except by a written consent document that is executed by each party hereto. No waiver of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be constitute a waiver of any other provision hereof, nor shall any waiver constitute a different or subsequent breachcontinuing waiver. F. 19.2 This Agreement may not be modifiedexecuted in any number of counterparts, changed or terminated orally. No change, modification, addition or amendment each of which when executed and delivered shall be valid unless in writing an original, but all of which together shall constitute one and signed by the parties heretosame instrument. G. This Agreement constitutes and contains 19.3 When the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of context in which words are used in this Agreement indicates that such is the intent, singular words shall be deemed severableinclude the plural and vice versa and masculine words shall include the feminine and the neuter genders and vice versa. ThereforeReferences to Articles, if any part of this Agreement is rendered voidSections, invalid Exhibits, Schedules or unenforceable, such rendering shall not affect other subdivisions are to the validity and enforceability of the remainder appropriate subdivisions of this Agreement unless the context otherwise requires. The words "herein", "hereof", and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit, Schedule or other subdivision. 19.4 The Exhibits and Schedules referred to herein are a part of this Agreement for all purposes. Terms used in this Agreement shall have the same meanings when used in such Exhibits and Schedules. 19.5 Captions and headings are employed herein for convenience of reference only and shall not affect the construction or parts which are void, invalid or unenforceable as aforesaid interpretation of any provision hereof. 19.6 This Agreement is made under and shall substantially impair be governed by and construed in accordance with the value substantive laws of the whole Agreement State of Delaware applicable to either partycontracts made and to be performed entirely within that state.

Appears in 1 contract

Samples: Settlement Agreement (Optel Inc)

Miscellaneous Provisions. A. 67. All of the exhibits attached hereto are hereby incorporated by reference as though fully set forth herein. 68. The rights Parties to the Settlement intend and licenses granted agree that the Settlement is a final and complete resolution of all disputes related to the Litigation by RESEARCH the Class Representatives and the Settlement Class Members. 69. The Parties agree that the benefits provided herein and the other terms of the Settlement were negotiated at arm’s length in this agreement are personal good faith by the Parties to PVI the Settlement with the assistance of an experienced and independent mediator, and reflect a settlement that was reached voluntarily after consultation with experienced legal counsel. 70. This Settlement may not be assignedmodified or amended, sublicensed nor may any of its provisions be waived, except by a writing signed by all Parties or otherwise transferred without their successors-in-interest. 71. The headings herein are used for the written consent purpose of RESEARCHconvenience only and are not meant to have legal effect. 72. Any attempted assignment The Parties hereby irrevocably submit to the continuing and exclusive jurisdiction of the Court for any suit, action, proceeding, or transfer without dispute arising out of or relating to this Settlement as embodied in the Settlement or its applicability, and agree that they will not oppose the designation of such consent suit, action, proceeding, or dispute as a related case to the Action. 73. The Settlement may be executed in one or more counterparts. All executed counterparts and each of them shall be voiddeemed to be one and the same instrument, provided that counsel for the Parties to the Settlement shall exchange among themselves original signed counterparts. Electronically transmitted signatures are valid signatures as of the date thereof. B. PVI hereby assures RESEARCH that PVI will comply with 74. The construction, interpretation, operation, effect, and validity of the Settlement, and all United States export controls as set forth in the Export Administration Regulationsdocuments necessary to effectuate it, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of MinnesotaNew York, without regard to conflicts of laws, except to the extent that federal law requires that federal law govern. The Parties understand and agree that any disputes arising out of the Settlement shall be governed and construed by and in accordance with the laws of the State of New York, regarding reference or regard to choice-of-law principles. D. For purposes 75. The Settlement shall not be construed more strictly against one Party to the Settlement than another merely by virtue of mailings of notices, paymentsthe fact that it, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered voidit, invalid or unenforceable, such rendering shall not affect the validity and enforceability may have been prepared by counsel for one of the remainder Parties, it being recognized that the Settlement is the result of this Agreement unless arm’s- length negotiation between the part or parts which are voidParties to the Settlement, invalid or unenforceable as aforesaid shall and all Parties to the Settlement have contributed substantially impair and materially to the value preparation of the whole Agreement Settlement. 76. Any and all counsel and Parties to either partythe Settlement who execute the Settlement and any of the exhibits hereto, or any related Settlement documents, represent that they have reviewed and understand those documents and have the full authority to execute the Settlement, and that they have the authority to take appropriate action required or permitted to be taken pursuant to the Settlement to effectuate its terms. 77. Class Counsel and Mediant’s Counsel agree to recommend approval of the Settlement by the Court and to undertake their best efforts and cooperate fully with one another in seeking Court approval of the Preliminary Approval Order and the Settlement and to promptly agree upon and execute all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement and the entry of the Final Judgment. 78. Mediant agrees to comply with the CAFA notice provisions set out in 28 U.S.C. § 1715.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 12.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 12.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 12.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices12.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 12.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 12.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 12.7 The Parties hereto agree and acknowledge that “the (prior) written consent of Party A” referred to herein shall mean that the matters shall be approved by the Board of Directors of Party A and be notified to Party B and Party C in accordance with the provisions of Clause 10 hereof. 12.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 12.9 This Agreement is rendered voidexecuted in three (3) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and each of which shall not affect the validity and enforceability of the remainder be equally authentic. 12.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Purchase Option Agreement to either party.among Shenzhen FangDD Information Technology Co, Ltd., Xxxxxxxxx Xx and Shenzhen FangDD Network Technology Co, Ltd.)

Appears in 1 contract

Samples: Purchase Option Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. The following miscellaneous provisions are a part of this Agreement: A. The rights persons signing this Agreement on behalf of the cities have been duly authorized and licenses granted empowered to do so by RESEARCH a vote of their respective governing bodies and the passage of an appropriate ordinance. The adoption of any such ordinance or the performance of any other action hereunder shall be contingent, and neither shall be deemed effective nor enforceable by one of the parties against the other, unless and until such time as both parties have adopted such an ordinance or taken such other necessary acts as mirror the other’s acts. This Agreement may be executed in this one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. B. This Agreement may not be assigned. It embodies the entire agreement are personal to PVI between the Parties and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth amended except in the Export Administration Regulations, 15 C.F.R. section 770 et seqwriting. C. In the event that one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability of this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, but shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. D. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. D. For purposes of mailings of noticesTexas, payments, or other communications, the addresses and all obligations of the parties Parties created hereunder are given belowperformable in Collin County, Texas. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of Venue for any action arising under this Agreement shall be waived and no breach excusedlie in the state district courts of Collin County, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachTexas. F. E. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing supersede and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes replace any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, agreements between the Parties regarding the matters addressed in this Agreement to the extent of any conflict between this Agreement and any such prior agreements. F. The Parties agree that Wylie shall have no obligations to provide municipal services to or otherwise exert jurisdiction over the Property, it being the parties’ intent that Lavon has the right and obligation to provide municipal services to the Property, subject to ordinances and regulations of Lavon and Texas law. X. Xxxxx hereby waives all of its jurisdiction, if any, in or to the Property. It is expressly agreed and understood that this waiver shall operate only in favor of the parties respecting to this Agreement and shall not constitute a waiver of any right, including ETJ rights, which either party may be able to assert against any other municipality. The Parties agree that nothing in this Agreement releases, relinquishes, diminishes, waives or lessens in any way the subject matter hereofrights that either party may have, at law or in equity, to challenge or contest any other annexations, attempted annexations or jurisdictional claims made by the other party, not related to the Property. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this This Agreement is rendered voidfor the benefit of the parties, invalid or unenforceable, such rendering and does not and shall not affect the validity and enforceability of the remainder of this Agreement unless the part confer or parts which are void, invalid extend any benefit or unenforceable as aforesaid shall substantially impair the value of the whole Agreement privilege to either any third party.

Appears in 1 contract

Samples: Boundary Adjustment Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 20.1 This Settlement Agreement shall be governed by the laws of the United States, including federal common law, except to the extent that, as a matter of federal law, State of Minnesotalaw controls, in which case Alabama law shall apply. D. For 20.2 The Settling Parties intend and agree that the releases provided or granted in the Settlement Agreement shall be effective as a bar to any and all currently unsuspected, unknown or partially known claims within the scope of their express terms and provisions. Accordingly, subject to paragraphs 7 and 8 above, the Settlement Class Representatives hereby expressly waive, on their own behalf, on behalf of all members of the Settlement Class, and the Settling Defendants and Underwriters hereby expressly waive on their own behalf, any and all rights and benefits (if any) respectively conferred upon them by the provisions of Section 1542 of the California Civil Code and all similar provisions of the statutory or common laws of any other State, Territory or other jurisdiction. Section 1542 reads in pertinent part: “A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 20.3 The provisions of this Settlement Agreement are not severable. 20.4 Before entry of the Approval Order, the Settlement Agreement may be modified or amended only by written agreement signed by or on behalf of all Settling Parties. Following entry of the Approval Order, the Settlement Agreement may be modified or amended only by written agreement signed on behalf of all Settling Parties, and approved by the Court. 20.5 The provisions of this Settlement Agreement may be waived only by an instrument in writing executed by the waiving party. The waiver by any party of any breach of this Settlement Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, of this Settlement Agreement. 20.6 The following principles of interpretation apply to this Settlement Agreement: 20.6.1 The headings of this Settlement Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of mailings this Settlement Agreement. 20.6.2 Definitions apply to the singular and plural forms of noticeseach term defined. 20.6.3 Definitions apply to the masculine, paymentsfeminine, and neuter genders of each term defined. 20.6.4 Whenever the words “include,” “includes” or “including” are used in this Settlement Agreement, they shall not be limiting but rather shall be deemed to be followed by the words “without limitation.” 20.6.5 None of the Settling Parties hereto shall be considered to be the drafter of this Settlement Agreement or any provision hereof for the purpose of any statute, case law or rule of interpretation or construction that would or might cause any provision to be construed against the drafter hereof. 20.7 Each of the Settling Parties agrees, without further consideration, and as part of finalizing the Settlement hereunder, that they will in good faith execute and deliver such other documents and take such other actions as may be necessary to consummate and effectuate the subject matter and purpose of this Settlement Agreement. 20.8 All representations, warranties and covenants set forth in this Settlement Agreement shall be deemed continuing and shall survive the expiration of this Settlement Agreement, except in the event the Settlement Agreement is terminated pursuant to Sections 6 or 16, in which case those provisions shall govern. 20.9 Any notice, demand or other communication under this Settlement Agreement (other than the Class Notice, the Bar Order Notice, or other communications, notices given at the addresses direction of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent Court) shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed duly given upon mailing if it is addressed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement each of the panties respecting the subject matter hereof intended recipients as set forth below and supersedes any and all prior negotiationspersonally delivered, correspondencesent by registered or certified mail (postage prepaid), understandingsent by confirmed facsimile, and agreementsor delivered by reputable express overnight courier: IF TO PLAINTIFFS: Xxxx Xxxxxxx Sarko, whether written or oralEsq. Xxxxx X. Xxxxxx, between the parties respecting the subject matter hereofEsq. Xxxx X. Xxxxx, Esq. XXXXXX XXXXXXXX, LLP 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000-0000 Phone (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx@xxxxxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxxx, Esq. Law Offices of Xxxxxxx X. Xxxxxxxxx, PC 200 Title Building 000 Xxxxx Xxxxxxx Xxxxxxxxx Xx. Blvd. Birmingham, Alabama 35203 Phone: 000-000-0000 Fax: 205.252-1146 Email: xxxxxxxxxxxx@xxxxxxxxx.xxx IF TO SETTLING DEFENDANTS: Xxxxxx X. Xxxxx, Esq. Xxxxxx X. Xxxxxxxx, Esq. Xxxxxxx X. Xxxxxxx, Esq. SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP Xxx Xxxxxx Xxxxxx P.O. Box 636 Wilmington, Delaware 19801 Fax: (000) 000-0000 Counsel for HEALTHSOUTH Corporation Xxxxxxx X.X. Xxxx, Esq. Xxxxxx X. Xxxx, Esq. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Class Action Settlement Agreement

Miscellaneous Provisions. A. The rights This Agreement may be executed in one or more counterparts. This Agreement sets forth the complete understanding of Seller and licenses granted Purchaser and supersedes all previous negotiations, representations, and agreements between them. This Agreement may only be amended by RESEARCH in this a written agreement are personal to PVI signed by Seller and may not be assigned, sublicensed or otherwise transferred without Purchaser. Time is of the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth essence in the Export Administration Regulationsperformance of this Agreement. However, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by if the laws final date of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the law of the United States or the State in which the Property is located, in such event, the time of such period shall be waived extended to the next day which is not a Saturday, Sunday or legal holiday. This Agreement shall bind and no breach excusedinure to the benefit of Seller and Purchaser and their respective heirs, unless such waiver or consent shall be in writing executors, administrators, personal representatives, successors and signed by the party claimed to have waived or consentedassigns. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modifiedassigned by Purchaser without the prior written consent of Seller. If any provision of this Agreement is held to be illegal, changed invalid or terminated orally. No changeunenforceable under present or future laws, modification, addition or amendment such provisions shall be valid unless in writing fully severable, this Agreement shall be construed and signed by enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The remaining provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering remain in full force and effect and shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are voidbe affected by such illegal, invalid or unenforceable as aforesaid provision or by its severance from this Agreement. Seller may determine in its sole discretion to review, accept and/or reject any and all offers. All offers become the property of Seller, and rejected offers will not be returned to Purchaser. Xxxxxxxxx agrees that the submission of this offer to Seller and Xxxxxx’s receipt of same shall substantially impair not create or cause to arise in favor of Purchaser any claim to, or interest in, the value Property. The Purchaser agrees Seller’s acceptance of the whole Agreement this offer may be evidenced solely by Xxxxxx’s endorsement hereon of Seller’s acceptance of this offer pursuant to either partySeller’s procedures therefore.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Miscellaneous Provisions. A. The rights 1. This Contract contains the entire agreement between AMREP, Xxxxx, Irish Studio and licenses granted by RESEARCH in this agreement PCD and there are no other terms, conditions, promises, understandings, statements or representations, express or implied, concerning the transaction contemplated hereunder. This Contract shall inure to the benefit of and bind the parties hereto, their personal to PVI representatives and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCHsuccessors and assigns. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement Contract shall be governed by and construed in accordance with the internal laws of the State of MinnesotaNew York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). D. 2. The waiver of any breach of this Contract by any party shall not constitute a waiver of any subsequent breach either of the same or another provision of this Contract. If any of the provisions of this Contract shall be held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Contract, as the case may be, shall not be affected thereby. 3. AMREP represents and warrants to Xxxxx, Irish Studio and PCD that the individual executing this Contract on behalf of AMREP is authorized to do so and, upon his executing this Contract, this Contract shall be binding and enforceable upon AMREP in accordance with its terms. 4. Each Xxxxx, Irish Studio and PCD represents and warrants to AMREP that (a) each of Xxxxx, Irish Studio and PCD has full power and authority to enter into this Contract and perform this Contract in accordance with its terms, (b) the individual executing this Contract on behalf of Xxxxx, Irish Studio and PCD is authorized to do so and, upon executing this Contract, this Contract shall be binding and enforceable on Xxxxx, Irish Studio and PCD in accordance with its terms and (c) Irish Studio has not been insolvent at any time since January 1, 2019, is not currently insolvent and will not be rendered insolvent by virtue of the transactions contemplated by the Settlement Agreement, dated as of the Effective Date, by and between Palm Coast Data Holdco, Inc., Commerce Blvd Holdings LLC, Two Commerce LLC, Xxxxx, Irish Studio, Studio Membership Services, LLC, FulCircle Media, LLC, Media Data Resources, LLC, 00 Xxxxxxxx Xxxx Holdings, LLC and PCD. For purposes of mailings the foregoing, “insolvent” means, with respect to Irish Studio, that (i) the sum of noticesIrish Studio’s debts is greater than all of its assets at a fair valuation or (ii) Irish Studio is generally not paying its debts as they become due. The representations and warranties of Xxxxx, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision Irish Studio and PCD contained in this Paragraph 4 of this Agreement Article VI shall survive closing, shall not be subject to the doctrine of merger. 5. This Contract may be executed in counterparts, each of which shall be waived and no breach excuseddeemed an original, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver but all of a breach which together shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orallyone and the same agreement. No change, modification, addition or amendment shall be valid unless in writing and A signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions copy of this Agreement Contract delivered by facsimile, e-mail or other means of electronic transmission (to which a signed PDF copy is attached) shall be deemed severable. Therefore, if any part to have the same legal effect as delivery of an original signed copy of this Agreement Contract. Each party may copy this completed Contract for electronic storage in a non-editable format, at which time the paper form of this Contract may be destroyed. Each party agrees that following the electronic storage of this Contract, any hardcopy printout of that electronically stored information will constitute an original of this Contract. 6. For purposes of this Contract, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) “may” means has the right, but not the obligation to do something and “may not” means does not have the right to do something; (c) “will” and “shall” are expressions of command and not merely expressions of future intent or expectation; (d) “written” or “in writing” is rendered voidused for emphasis in certain circumstances, invalid but that will not derogate from the general application of the notice requirements set forth in Article VII in those and other circumstances; (e) singular use of words shall include the plural and vice versa; (f) use of a specific gender imports the other gender(s); (g) unless the context expressly provides otherwise, any approval, determination, election or unenforceableauthorization required to be obtained from a party shall be at such party’s sole discretion; (h) any reference to a number of days shall refer to calendar days and any reference to “month” shall refer to “calendar month;” (i) the word “or” is not exclusive; and (j) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Contract as a whole. Unless the context otherwise requires, references herein: (x) to Articles refer to the Articles of this Contract; (y) to an agreement, instrument or other document means such rendering agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to any law means such law as amended, modified, codified, replaced or reenacted. All remedies, rights, undertakings, obligations, and agreements contained in this Contract shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. The headings in this Contract are for reference only and shall not affect the validity interpretation of this Contract. The parties intend that each representation, warranty, acknowledgement, agreement and enforceability covenant contained herein shall have independent significance. If any party has breached any representation, warranty, acknowledgement, agreement or covenant contained herein in any respect, the fact that there exists another representation, warranty, acknowledgement, agreement or covenant relating to the same subject matter (regardless of the remainder relative levels of this Agreement unless specificity) that the part party has not breached shall not detract from or parts which are voidmitigate the fact that the party is in breach of such representation, invalid warranty, acknowledgement, agreement or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partycovenant.

Appears in 1 contract

Samples: Settlement Agreement (Amrep Corp.)

Miscellaneous Provisions. A. 5.1 The rights effective date of this Agreement will be immediately after all entities have approved such Agreement and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidofficial signatures have been affixed. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 5.2 This Agreement shall be governed by the laws of the State of MinnesotaIdaho. D. For purposes of mailings of notices, payments5.3 This Agreement may be amended only by written instrument signed by all parties, or other communicationsan authorized representative of each. 5.4 Should any portion of this Agreement be found to be unenforceable by a court of competent jurisdiction such determination shall not void the entire Agreement but will be limited only to those unenforceable provisions. 5.5 In the event any party to this Agreement is required to initiate or defend litigation with respect to the terms hereof, or the rights granted hereunder, the addresses prevailing party in such litigation shall be entitled to all reasonable attorney’s fees and costs incurred in such litigation. 5.6 This Agreement shall be binding upon and inure to the benefit of the parties. 5.7 The person(s) executing this Agreement on behalf of The County and LRHD represent(s) and warrant(s) due authorization to do so on behalf of the respective entity, and that upon execution of this Agreement, the same is binding upon, and shall ensure to the benefit of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement. 5.8 This Agreement shall may be waived and no breach excusedexecuted in counterparts, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver each of a breach which shall be deemed to be a waiver an original, but all of a different or subsequent breachwhich together shall constitute one and the same instrument. F. This 5.9 Except as provided otherwise herein, this Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains any attachments hereto constitute the entire Agreement of the panties respecting the subject matter hereof agreement between The County and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting LRHD concerning the subject matter hereof. H. 5.10 This Agreement is not intended to create, nor shall it in any way be interpreted or construed to create, any third-party beneficiary rights in any person not a party hereto. 5.11 All parties to this Agreement shall cooperate fully with the other and execute such further resolutions, documents and/or other instruments and give such further written assurances, as may be reasonably requested by the other to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement. The provisions parties shall in all instances cooperate and act in good faith in compliance with the terms, covenants and conditions of this Agreement and each shall deal fairly with each other. 5.12 The terms, covenants and conditions set forth herein shall survive the termination of this Agreement. 5.13 All federal and state laws, rules and regulations in effect at the time of the execution of this Agreement shall be deemed severable. Therefore, if any part control the interpretation and implementation of this Agreement is rendered voidthroughout the term of this Agreement. 5.14 Nothing in this Agreement shall be construed to obligate any party to any indebtedness or liability, invalid in any manner, or unenforceable, such rendering shall not affect the validity and enforceability for any purposes that would be in violation of the remainder of this Agreement unless the part or parts which are voidyearly debt limitation imposed by Article VIII, invalid or unenforceable as aforesaid shall substantially impair the value Section 3 of the whole Idaho Constitution. 5.15 This Agreement to may be terminated, by either party, upon thirty (30) days’ written notice for any reason. In the event of termination, by either party, LRHD will pay The County within thirty (30) days for reimbursable Expenses incurred to the date of such termination.

Appears in 1 contract

Samples: Interagency Agreement

Miscellaneous Provisions. A. The rights 26.1 Except as otherwise may be required by law or regulation, neither Party shall make any public announcement, written or oral, concerning this Agreement or the subject matter hereof, without the prior written approval of the other Party. Attached hereto as Appendix F is an approved form of a press release to be issued by TT upon the execution and licenses granted delivery of this Agreement. 26.2 Neither party shall be in default because of any failure to perform this Agreement if such failure arises from causes beyond the control of such Party (“the First Party”) and without the fault or negligence of such First Party, including without limitation, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather (“Force Majeure”). In each instance, the failure to perform must be beyond the reasonable control and without the fault or negligence of the First Party. If it appears that performance under this Agreement may be delayed by RESEARCH an event of Force Majeure, the First Party will immediately notify the other party as soon as practicable in writing at the address specified in this agreement are personal Agreement. During the period that the performance by one of the Parties of its obligations under this Agreement has been suspended by reason of an event of Force Majeure, the other Party may likewise suspend the performance of all or part of its obligations hereunder to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without extent that such consent shall be voidsuspension is commercially reasonable. B. PVI hereby assures RESEARCH 26.3 No forbearance, delay or indulgence by either Party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that PVI will comply with all United States export controls Party, nor shall any waiver of its rights operate as set forth in the Export Administration Regulationsa waiver of any subsequent breach, 15 C.F.R. section 770 et seqand no right, power or remedy herein conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party. C. 26.4 This Agreement shall be governed by and the laws Appendices hereto constitute the entire agreement between the Parties and supersede all prior oral and written agreements, understandings or arrangements relating to the subject matter hereof, including the Heads of Agreement entered into among the State Parties on June 28, 2004. No addition to or modification of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any provision of this Agreement shall be waived and no breach excusedbinding upon the Parties, unless such waiver made in writing and signed by a duly authorized representative of each of the Parties. 26.5 All notices or consent other communication hereunder shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be have been duly given if delivered personally, faxed with receipt acknowledged (and with a waiver of confirmation copy also sent by registered mail, return receipt requested), or delivered by a different or subsequent breach. F. This Agreement may not be modifiedrecognized commercial courier service with receipt acknowledged, changed or terminated orally. No changepostage prepaid, modificationas follows: If to NN: Novo Nordisk A/S Nxxx Xxxx XX-0000 Xxxxxxxxx Xxxxxxx Attn: Chief Science Officer & Executive Vice President Research & Development Facsimile: +00 00 00 00 00 With a copy to: Novo Nordisk Legal Department Novo Allé DX-0000 Xxxxxxxxx Xxxxxxx Facsimile: +00 0000 0000 and Senior Vice President, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiationsDiscovery Nxxx Xxxx XX-0000 Xxxxxxxxx Xxxxxxx Facsimile: 45 4444 45 65: If to TT: Transition Therapeutics, correspondenceInc. 400 Xxxxx Xxxxxx Xxxxxxx, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.Xxxxxxx Xxxxxx

Appears in 1 contract

Samples: License Agreement (Transition Therapeutics Inc.)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 12.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 12.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 12.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices12.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 12.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 12.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 12.7 The Parties hereto agree and acknowledge that “the (prior) written consent of Party A” referred to herein shall mean that the matters shall be approved by the Board of Directors of Party A and be notified to Party B and Party C in accordance with the provisions of Clause 10 hereof. 12.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 12.9 This Agreement is rendered voidexecuted in three (3) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and each of which shall not affect the validity and enforceability of the remainder be equally authentic. 12.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Purchase Option Agreement to either party.among Shenzhen FangDD Information Technology Co, Ltd., Xx Xxxx and Shenzhen FangDD Network Technology Co, Ltd.)

Appears in 1 contract

Samples: Purchase Option Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. It is the intention and agreement of the parties to this Agreement that each such illegal, invalid or unenforceable provision shall be amended by the parties hereto to the extent necessary to make it legal, valid and enforceable while achieving the same objective of such provision, or, if that is not possible, by substituting therefore another provision that is legal, valid and enforceable and achieves the same objectives (or, if such provision cannot be amended or a provision substituted therefore in a manner that is legal, valid and enforceable and achieves the same objectives, then such provision shall be amended or a new provision substituted therefore that achieves as closely as possible the same objectives or economic position as the illegal, invalid or unenforceable provision, irrespective of whether such amendment or substituted provision is materially different than the illegal, invalid or unenforceable provision). B. Notwithstanding any provision in this Agreement to the contrary, APPLICANT’s and CITY’s only liability for breaching any provision of this Agreement shall be the remedies expressly set forth in this Agreement. C. The rights terms and licenses conditions of this Agreement are binding upon the successors and assigns of all parties hereto. However, APPLICANT cannot assign this Agreement unless written permission is first granted by RESEARCH in this agreement are personal the CITY. Any attempt to PVI and may not be assigned, sublicensed or otherwise transferred transfer without the prior written consent of RESEARCH. Any attempted assignment or transfer without such consent the CITY shall be voidvoid and shall constitute an event of default that will result in the termination of this Agreement and recapture of the taxes abated prior to the attempted transfer. B. PVI hereby assures RESEARCH D. It is understood and agreed between the parties that PVI will comply with all United States export controls as set forth the APPLICANT, in performing its obligations hereunder, is acting independently, and the Export Administration RegulationsCITY assumes no responsibility or liability in connection therewith to third parties. THE APPLICANT FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS THE CITY FROM ANY AND ALL CLAIMS, 15 C.F.R. section 770 et seqSUITS, AND CAUSES OF ACTIONS, INCLUDING ATTORNEYS’ FEES, OF ANY NATURE WHATSOEVER ARISING OUT OF APPLICANT'S OBLIGATIONS HEREUNDER. C. E. This Agreement shall be governed by construed under the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given belowTexas. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of Venue for any action arising under state law under this Agreement shall be waived and no breach excusedthe State District Court of El Paso County, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachTexas. F. This A certified copy of this Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment in recordable form shall be valid unless recorded in writing the Real Property Records of El Paso County, Texas by the CITY upon APPLICANT’s request and signed payment of all recordation fees. G. The confidentiality of any records related to the CITY’s economic development considerations and incentives provided herein will be maintained in accordance with and subject to all applicable laws, including the Public Information Act, Chapter 552, Texas Government Code. Specifically, the CITY will maintain the confidentiality of any proprietary information to the extent permitted by law and agrees that, as required by the Public Information Act, it will notify Applicant if a request relating to such proprietary information is received. Applicant represents that it understands that the Public Information Act excepts disclosure of trade secret and confidential commercial information and that it will need to assert the proprietary interest of Applicant as a basis for nondisclosure. H. It is expressly understood and agreed by the parties heretoto this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, fire or other casualty, or court injunction, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation or requirement shall be extended for a period of time equal to the period such party was delayed. G. This Agreement constitutes and contains I. During the entire Agreement term of this Agreement, APPLICANT agrees not to knowingly employ any undocumented workers as defined in Texas Government Code Section 2264.001. If convicted of a violation under 8 U.S.C. Section 1324a(f), APPLICANT shall repay the amount of the panties respecting payments received by APPLICANT from the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability CITY as of the remainder date of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.such

Appears in 1 contract

Samples: Tax Abatement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal 13.1. Right to PVI and quiet enjoyment: IAP may not be assignedinterfere with the personal lives, sublicensed associations, expressions or otherwise transferred without actions of the written consent Homeowner, except insofar as they concern the terms and conditions of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthis Lease. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below13.2. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term If any clause or provision of this Agreement Lease shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceableadjudged invalid, such rendering fact shall not affect the validity of any other clause or provision, or give rise to any cause of action in favor of either party as against the other. 13.3. Future amendments shall be subject to the approval of any holder of a mortgage under 5.2 above, which approval shall not be unreasonably withheld and enforceability shall be presumed unless the lender makes a written objection within thirty days of receiving the proposed amendments for review. 13.4. IAP shall have the right, but shall be under no duty, to prosecute or defend, in its own or the Homeowner's names, any actions or proceedings appropriate or necessary for the protection of the remainder leasehold premises. 13.5. IAP may, in accordance with its association rules, grant variances in the terms of this Agreement unless the part Lease, but notice of such variance must be given in writing before it can be deemed granted. 13.6. The failure of IAP to insist in any one or parts which are voidmore instances, invalid or unenforceable as aforesaid shall substantially impair the value upon a strict performance of any of the whole Agreement covenants or conditions of this Lease, or to exercise any right or option herein continued, shall not be construed as a waiver of the option to do so, but such covenants, rights and options shall continue in full force and effect. 13.7. Whenever this Lease shall require that either partyparty give notice to, or be advised by, the other, that notice shall be given in writing and delivered in person or mailed, by registered mail, to the last known address of the party to be notified. Notice shall be deemed given on the date on which it is delivered or mailed. 13.8. The parties agree to execute and record a Memorandum of Lease substantially in the form attached to this Lease as Appendix B.

Appears in 1 contract

Samples: Lease Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 12.1 This Agreement shall be governed by construed, governed, interpreted and applied in accordance with the laws of the State of MinnesotaNew York, U.S.A. without regard to the principles of conflicts of laws, except those questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted. D. For purposes 12.2 The failure of mailings either party to assert a right hereunder or to insist upon compliance with any term or condition of notices, payments, 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 communications, the addresses party. 12.3 In case any one or more of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision provisions of this Agreement shall be waived and no breach excusedinvalid, unless illegal or unenforceable in any respect, such waiver or consent provisions shall be ineffective to the extent of such invalidity, illegality or unenforceability and the validity, legality and enforceability of the remaining provisions contained herein shall not in writing any way be affected thereby. 12.4 Whether or not the transactions contemplated by this Agreement shall be consummated, Seller agrees that all fees and signed expenses incurred by it in connection with this Agreement shall be borne by it provided that the fees and expenses of Seller's attorneys shall be payable by Purchaser at Closing in an amount not to exceed $25,000 and each of Purchaser and IPI agrees that all fees and expenses incurred by it in connection with this Agreement shall be borne by it, including, without limitation as to Seller or Purchaser or IPI, all fees of counsel, actuaries and accountants. In addition Purchaser or IPI shall reimburse or pay all of Seller's patent fees and expenses that are documented to be incurred with respect to the Assets. The Purchaser agrees that it will pay all transfer or other taxes which may be payable in connection with the transactions contemplated by this Agreement. 12.5 Subject to Article X, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives, and assigns. 12.6 Seller shall not make or issue, or cause to be made or issued, any announcement or written statement concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior written consent of Purchaser and IPI. This provision shall not apply, however, to any announcement or written statement required to be made by law or the regulations of any federal or state governmental agency or any stock exchange or market, except that the party claimed required to have waived make such announcement shall, whenever practicable, consult with the other party concerning the timing and content of such announcement before such announcement is made. 12.7 This Agreement may be executed simultaneously in two or consented. No waiver more counterparts, each of a breach which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12.8 The parties hereby acknowledge that this Agreement, including the Appendices, Exhibits and Schedules hereto; and the other documents and certificates delivered pursuant to the terms hereof, set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and no prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto shall be a waiver of any force or effect, nor shall this Agreement be subject to any change or modification, except by the execution of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed written instrument subscribed to by the parties hereto. G. This Agreement constitutes 12.9 Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or corporation other than the parties hereto and contains the entire Agreement their successors or assigns, any rights or remedies under or by reason of this Agreement. 12.10 All representations, warranties, covenants and agreement of the panties respecting parties contained in this Agreement or in any instrument, certificate or other writing provided for in it, shall survive the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions execution of this Agreement shall and not be deemed severable. Thereforewaived. 12.11 Seller represents and warrants as follows: THE ASSETS ARE BEING SOLD, if any part of this Agreement is rendered voidGRANTED, invalid or unenforceableTRANSFERRED, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are voidCONVEYED, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyASSIGNED AND DELIVERED TO PURCHASER BY SELLER ON AN "AS IS" BASIS, AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interneuron Pharmaceuticals Inc)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in 24-1 If any provisions of this agreement are personal Agreement or any application of this Agreement to PVI and may any Employee or group of Employees shall be found contrary to law, then such provision or application shall not be assigneddeemed valid and subsisting, sublicensed except to the extent permitted by law, but all other provisions or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent applications shall be voidcontinue in full force and effect. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 24-2 This Agreement shall be governed construed as a Board policy for the term of said Agreement, and the Board shall carry out the commitments contained herein and give them full force and effect as though they were Board policy. 24-3 The Board agrees not to negotiate with any teachers' group or association other than the designated unit in regard to any matter subject to negotiation under Article II, Paragraph 2-1 of this Agreement, as long as the Association shall represent a majority of the professional Employees of the Hampton School District: provided, however, that this shall not prevent the Board from communicating or consulting with any individual Teacher or group of Teachers for any purpose the Board shall deem desirable in the discharge of its responsibilities, nor shall it preclude any Teacher from appearing before the Board in his/her own behalf on matters relating to employment by the laws of the State of MinnesotaBoard. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. 24-4 This Agreement may not be modified, changed in whole or terminated orally. No changein part, modification, addition or amendment shall be valid unless in writing and signed by the parties heretoexcept by an instrument in writing, duly executed by both parties. G. This 24-5 The Board agrees to provide electronic copies of this Agreement constitutes and contains the entire Agreement to all Teachers employed. 24-6 Whenever any notice is required to be given by either of the panties respecting parties to this Agreement to the subject matter hereof and supersedes any and all prior negotiationsother, correspondence, understanding, and agreements, whether written or oral, between pursuant to the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severableAgreement, either party may do so by priority, registered or certified mail, at the following addresses: If by Association, to the Hampton School District – SAU 00, 0 Xxxxxxx Xxx, Xxxxxxx, NH 03842. ThereforeIf by Hampton School District – SAU 90, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect to the validity and enforceability President of the remainder Association at his/her appropriate address as filed with the Board. 24-7 Consistent with the Hampton School District’s anti-bullying expectations of this Agreement unless “Olweus” and “Responsive Classroom” and “Positive Behavioral Intervention Strategies” (PBIS) for the part or parts which are voidstudents, invalid or unenforceable as aforesaid the Association shall substantially impair endorse the value Olweus and Responsive Classroom and PBIS programs. 1 44,880 46,451 48,077 50,000 51,750 53,561 2 46,563 48,193 49,879 51,875 53,690 55,569 3 48,309 50,000 51,750 53,820 55,704 57,653 4 50,121 51,875 53,691 55,838 57,793 59,815 5 52,000 53,820 55,704 57,932 59,960 62,058 6 53,950 55,838 57,793 60,105 62,208 64,386 7 55,973 57,932 59,960 62,358 64,541 66,800 8 58,072 60,105 62,209 64,697 66,961 69,305 9 60,250 62,359 64,541 67,123 69,472 71,904 10 62,509 64,697 66,962 69,640 72,078 74,600 11 64,854 67,123 69,473 72,252 74,780 77,398 12 67,286 69,641 72,078 74,961 77,585 80,300 13 77,772 80,494 83,311 14 80,689 83,513 86,436 Stipend for CAGS: $1,900 Stipend for Doctorate: $2,100 1 46,114 47,728 49,399 51,375 53,173 55,034 2 47,843 49,518 51,251 53,301 55,167 57,098 3 49,638 51,375 53,173 55,300 57,235 59,239 4 51,499 53,301 55,167 57,374 59,382 61,460 5 53,430 55,300 57,236 59,525 61,609 63,765 6 55,434 57,374 59,382 61,757 63,919 66,156 7 57,513 59,526 61,609 64,073 66,316 68,637 8 59,669 61,758 63,919 66,476 68,803 71,211 9 61,907 64,074 66,316 68,969 71,383 73,881 10 64,228 66,476 68,803 71,555 74,060 76,652 11 66,637 68,969 71,383 74,239 76,837 79,526 12 69,136 71,556 74,060 77,023 79,718 82,508 13 79,911 82,708 85,603 14 82,908 85,809 88,813 Stipend for CAGS: $1,900 Stipend for Doctorate: $2,100 1 47,267 48,921 50,634 52,659 54,502 56,410 2 49,040 50,756 52,532 54,634 56,546 58,525 3 50,879 52,659 54,502 56,682 58,666 60,720 4 52,786 54,634 56,546 58,808 60,866 62,997 5 54,766 56,683 58,667 61,013 63,149 65,359 6 56,820 58,808 60,867 63,301 65,517 67,810 7 58,950 61,014 63,149 65,675 67,974 70,353 8 61,161 63,302 65,517 68,138 70,523 72,991 9 63,455 65,676 67,974 70,693 73,167 75,728 10 65,834 68,138 70,523 73,344 75,911 78,568 11 68,303 70,694 73,168 76,095 78,758 81,514 12 70,864 73,345 75,912 78,948 81,711 84,571 13 81,909 84,775 87,743 14 84,980 87,955 91,033 Stipend for CAGS: $1,900 Stipend for Doctorate: $2,100 CHORAL DIRECTOR 1,689 DRAMA ADVISOR 1,689 BOYS SOCCER COACH 1,689 GIRLS SOCCER COACH 1,689 FIELD HOCKEY COACH 1,689 GIRLS BASKETBALL COACH 1,689 BOYS BASKETBALL COACH 1,689 GIRLS SOFTBALL COACH 1,689 BOYS BASEBALL COACH 1,689 GIRLS/BOYS TRACK COACH 1,689 ASSISTANT TRACK COACH 1,082 STUDENT COUNCIL ADVISOR 1,689 ATHLETIC DIRECTOR 3,600 CROSS COUNTRY COACH 1,689 BAND DIRECTOR 1,689 VOLLEYBALL COACH 1,689 YEARBOOK ADVISOR 1,689 SCHOOL NEWSPAPER ADVISOR 1,689 ASSISTANT COACHES (3) 3,246 WRESTLING COACH 1,689 ASSISTANT WRESTLING 1,082 6th GRADE ENVIRO SCHOOL ADVISOR 1,082 8th GRADE ADVISORS (2) 1,082 XXX'X XX XXXXX XXXXXXX ADVISOR 1,082 MATH COUNTS ADVISOR 315 GEOGRAPHY BEE ADVISOR 315 SPELLING BEE ADVISOR 315 CHORAL DIRECTOR 1,689 CHORAL DIRECTOR 1,689 A. Eligible employees have the choice of the whole Agreement to either partyfollowing health insurance plans offered bythe District: • BC3T5RDR with prescription coverage R10/25/40M10/40/70, • AB15IPDED with prescription coverage R10/25/40M10/40/70, or • ABSOS20/401KDED with prescription coverage R10/25/40M10/40/70. B. For employees who select BC3T5RDR-R10/25/40M10/40/70, the District and the employee shall pay the percentages of the premium, listed below: District Employee 2022-2023: 72% 28% 2023-2024: 71.25% 28.75% 2024-2025: 70.75% 29.25% C. For employees who select AB15IPDED-R10/25/40M10/40/70, the District the District and the employee shall pay the percentages of the premium, listed below: District Employee 2022-2023: 86% 14% 2023-2024: 85.25% 14.75% 2024-2025: 84.75% 15.25% D. For employees who select ABSOS20/401KDED- R10/25/40M10/40/70, the District shall pay 95% of the premium, and the employee shall pay 5% of the premium.

Appears in 1 contract

Samples: Collective Bargaining Agreement

Miscellaneous Provisions. A. 11.1. The rights Parties, their successors and licenses granted by RESEARCH assigns, and their attorneys (i) acknowledge that it is their intent to consummate this Settlement Agreement; (ii) agree to use reasonable efforts to cooperate with one another in seeking Court approval of this agreement are personal Settlement Agreement; (iii) agree to PVI cooperate in the Claims Administration process and may not be assignedimplementation of the Settlement Agreement and to make all reasonable efforts to control and minimize the costs and expenses incurred in the administration and implementation of the Settlement Agreement; and (iv) agree to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, sublicensed or otherwise transferred without and to exercise their best efforts to accomplish the written consent terms and conditions of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthis Settlement Agreement. B. PVI hereby assures RESEARCH 11.2. Each of the Representative Plaintiffs and Class Counsel agrees that PVI he, she, or they will comply not disparage Aveanna or any of the other Released Persons in any manner potentially harmful to them or their business, business reputation, or personal reputation. This agreement not to disparage includes, but is not limited to, publishing disparaging statements (whether anonymously or for ascription) on the web, in blogs, in chat rooms, in emails, or in any other electronic means of transmitting information. Notwithstanding the above, it is expressly agreed that nothing herein restricts Class Counsel from meeting any ethical obligation in communicating with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqClass Members or Settlement Class Members who contact Class Counsel. C. This 11.3. The Parties intend this Settlement Agreement shall to be governed by a final and complete resolution of all disputes between them with respect to the laws of Litigation or the State of Minnesota. D. For purposes of mailings of noticesSecurity Incident. If this Agreement does not become effective or is cancelled, paymentswithdrawn, or other communicationsterminated for any reason, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach it shall be deemed a negotiation for settlement purposes only and will not be admissible in evidence or usable for any purposes whatsoever in the Litigation or any proceedings between the Parties or in any other action related to the Released Claims or otherwise involving the Parties or any Released Persons. The Settlement Agreement compromises Claims that are contested and shall not be deemed an admission by any of the Parties as to the merits of any claim or defense. The Parties each agree that the Settlement Agreement was negotiated in good faith by the Parties and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. The Parties reserve their right to rebut, in a manner that such Party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a waiver reasonable basis. Nothing in this Agreement may constitute, may be construed as, or may be used as an admission by Aveanna of a different any fault, wrongdoing, or subsequent breachliability whatsoever or that class certification is appropriate. Xxxxxxx continues to affirmatively deny all liability and all of the Claims, contentions, Released Claims, and each and every allegation made by the Representative Plaintiffs in the Litigation. F. This 11.4. The Settlement Agreement may not be modified, changed amended or terminated orallymodified only by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. No change, modification, addition The Parties agree that nonmaterial amendments or amendment shall modifications to this Agreement may be valid unless made in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement after entry of the panties respecting Preliminary Approval Order without the subject matter hereof and supersedes need to seek the Court’s approval. Without further order of the Court, the Parties may agree in writing to reasonable extensions of time to carry out any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between of the parties respecting the subject matter hereof. H. The provisions of this Agreement shall or the Preliminary Approval Order. 11.5. If the Court indicates, prior to entry of the Preliminary Approval Order or the Judgment, that the Settlement Agreement will not be deemed severableapproved unless certain changes are made, the Parties will attempt in good faith to reach an agreement as to any such changes prior to withdrawing from this Agreement. ThereforeHowever, if any part of this Agreement is rendered void, invalid or unenforceable, no such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.agreement can be reached within thirty

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted (a) No failure to act by RESEARCH Cvent will waive any right contained in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCHAgreement. Any attempted assignment or transfer without such consent shall waiver by Cvent must be voidin writing and signed by an officer of Cvent to be effective. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations(b) The provisions of this Agreement are applicable to Confidential Information, 15 C.F.R. section 770 et seqWorks and Inventions disclosed, created, developed or proprietary before or after I sign this Agreement. C. (c) This Agreement shall is to be construed according to its fair meaning and not strictly for or against either party. (d) This Agreement will be governed by the laws of the State Commonwealth of MinnesotaVirginia without regard to any conflict of law principles. The parties waive their right to a jury trial. D. For purposes of mailings of notices, payments, or other communications(e) In any such action between the parties, the addresses existence of any claim of mine or cause of action by me against Cvent, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Cvent of the parties are given below. In the case of RESEARCH: Theseus Researchrestrictions, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000covenants and agreements contained herein. E. No term or (f) If any provision of this Agreement shall be waived and no breach excusedconflicts with the law of the Commonwealth of Virginia or if any provision is held invalid by a court with jurisdiction over the parties to this Agreement, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall provision will be deemed to be restated to reflect as nearly as possible the parties’ original intentions in accordance with applicable law, and the remainder of the Agreement will remain in full force and effect. If it is not possible to restate the provision in a waiver legal and valid manner, then the provision will be deemed not to be a part of a different or subsequent breachthe Agreement and the remaining provisions will remain in full force and effect. F. (g) This document constitutes the entire agreement between Cvent and me concerning the matters addressed in this Agreement and it supersedes any prior agreement concerning those matters. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and any respect except by a written agreement signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiationsboth parties. Any subsequent change or changes in my duties, correspondence, understanding, and agreements, whether written salary or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall compensation will not affect the validity or scope of this Agreement. My rights and enforceability obligations under this Agreement, including but not limited to those under Section 10, may be freely assigned by Cvent without notice to me. (h) This Agreement may be assigned and inure to the benefit of Company or any successor of Company whether by merger, sale of assets, reorganization or otherwise. (i) All remedies provided in this Agreement are cumulative and in addition to all other remedies which may be available at law or in equity. Signature: Print Name: Date: Cvent NDA 07/2011 Page 5 of 7 Initials: I understand that the following companies are the “Restricted Competitors” referred to in Section 10 of the remainder of this Agreement unless the part or parts which are voidNon-Disclosure, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyInvention, Non-Competition and Non-Solicitation Agreement. 1. Active Network (and affiliates Axxxxx.xxx, RegOnline and StarCite) 2. Eventbrite 3. SignUp4 4. Certain Software 5. Lenos Software 6. Ungerboeck 7. eTouches 8. Lanyon 9. Arcaneo 10. LivingSocial 11. QuickMobile

Appears in 1 contract

Samples: Stock Purchase Agreement (Cvent Inc)

Miscellaneous Provisions. A. The rights You must provide us with, and licenses granted by RESEARCH keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference. This should be maintained at xxxxx://xxxxxx.xx0x.xx.xx . Notifications utilizing you’re your contact information will be used via this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCHsystem. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed A waiver by the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus ResearchNetKnow, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any breach of any provision of this Agreement by Client shall not operate as or be waived and no breach excused, unless such construed as a continuing or subsequent waiver thereof or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be as a waiver of a different any breach of any other provision thereof. Client shall not transfer or subsequent breach. F. This assign this Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by without the parties hereto. G. This Agreement constitutes and contains the entire Agreement prior written consent of the panties respecting NetKnow, Inc.. NetKnow, Inc. may assign Agreement at anytime without consent from or notice to Client. NetKnow, Inc. reserves right to cancel Clients rights under this contract at anytime without further obligation. NetKnow, Inc. takes no responsibility for any material input by others and not posted to the subject matter hereof NetKnow, Inc. Network by NetKnow, Inc.. NetKnow, Inc. is not responsible for the content of any other websites linked to the NetKnow, Inc. Network; links are provided as Internet navigation tools only. NetKnow, Inc. disclaims any responsibility for any such inappropriate use and supersedes any liability to any person or party for any other person or party's violation of this policy. NetKnow, Inc. is not responsible for any damages your business may suffer. NetKnow, Inc. does not make implied or written warranties for any of our services. NetKnow, Inc. denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all prior negotiationsservice interruptions caused by NetKnow, correspondenceInc.. Responsibility for Content: You, understandingas NetKnow, Inc. customer, are solely responsible for the content stored on and agreementsserved by your NetKnow, whether written or oralInc. server. NetKnow, between Inc. has the parties respecting right to enter into this Agreement and to grant the subject matter hereof. H. The provisions rights granted in it. NetKnow, Inc. shall, in good faith, comply with the terms of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partyAgreement.

Appears in 1 contract

Samples: Dedicated Server Agreement

Miscellaneous Provisions. A. 25 10.1 The rights Settling Parties (i) acknowledge that it is their intent to consummate this 26 agreement; and licenses granted by RESEARCH in (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement 27 all terms and conditions of this agreement Settlement Agreement, and to exercise their best efforts to accomplish 1 the terms and conditions of this Settlement Agreement. 2 10.2 The Settling Parties intend this settlement to be a final and complete resolution of all 3 disputes between them with respect to the Litigation. The settlement compromises claims that are personal to PVI 4 contested and may shall not be assigneddeemed an admission by any Settling Party as to the merits of any claim or 5 defense. The Settling Parties each agree that the settlement was negotiated in good faith by the Settling 6 Parties, sublicensed and reflects a settlement that was reached voluntarily after consultation with competent legal 7 counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be 8 appropriate, any contention made in any public forum that the Litigation was brought or otherwise transferred defended in 9 bad faith or without a reasonable basis. It is agreed that no Party shall have any liability to any other 10 Party as it relates to the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls Litigation, except as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqherein. C. This Agreement shall be governed by 11 10.3 Neither the laws Settlement Agreement, nor the settlement contained herein, nor any act 12 performed or document executed pursuant to or in furtherance of the State of Minnesota. D. For purposes of mailings of notices, payments, Settlement Agreement or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term 13 settlement (i) is or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall may be deemed to be or may be used as an admission of, or evidence of, the 14 validity or lack thereof of any Released Claim, or of any wrongdoing or liability of any of the 15 Released Persons; or (ii) is or may be deemed to be or may be used as an admission of, or evidence of, 16 any fault or omission of any of the Released Persons in any civil, criminal or administrative 17 proceeding in any court, administrative agency or other tribunal. Any of the Released Persons may file 18 the Settlement Agreement and/or the Judgment in any action that may be brought against them or any 19 of them in order to support a waiver defense or counterclaim based on principles of a different res judicata, collateral 20 estoppel, release, good faith settlement, judgment bar, or subsequent breachreduction or any other theory of claim 21 preclusion or issue preclusion or similar defense or counterclaim. F. 22 10.4 The Settlement Agreement may be amended or modified only by a written instrument 23 signed by or on behalf of all Settling Parties or their respective successors-in-interest. 24 10.5 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement understanding between the 49ers and Plaintiffs 25 regarding the payment of the panties respecting the subject matter hereof Litigation settlement and supersedes any and all prior previous negotiations, correspondence26 agreements, understandingcommitments, understandings, and agreements, whether written or oral, writings between the parties respecting 49ers and Plaintiffs in 27 connection with the subject matter hereofpayment of the Litigation settlement. Except as otherwise provided herein, each 1 party shall bear its own costs. H. The provisions 2 10.6 Proposed Settlement Class Counsel, on behalf of the Settlement Class, is expressly 3 authorized by Plaintiffs to take all appropriate actions required or permitted to be taken by the 4 Settlement Class pursuant to the Settlement Agreement to effectuate its terms, and also are expressly 5 authorized to enter into any modifications or amendments to the Settlement Agreement on behalf of 6 the Settlement Class which they deem appropriate in order to carry out the spirit of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.Settlement

Appears in 1 contract

Samples: Class Action Settlement Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 1. All notices of any nature referred to in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent Agreement shall be void.in writing and sent by registered or certified mail, postage prepaid, or recognized overnight delivery service (such as FEDEX) to the respective addresses set forth below or to such other addresses as the respective parties hereto may designate in writing: If to Wilton: Town of Wilton Attn: Director of Environmental Affairs 000 Xxxxxxx Xxxx Wilton, CT 06897 If to Save the Sound: Save the Sound, Inc. Attn: Executive Director 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxx, XX 00000 B. PVI hereby assures RESEARCH that PVI will comply 2. This Agreement, together with all United States export controls as exhibits and/or schedules hereto, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. Save the Sound acknowledges that, in connection with Save the Sound’s decision to sign this Agreement, Save the Sound has not relied on any representations, promises or agreements of any kind except for those set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seqthis Agreement. C. 3. The provisions of this Agreement are severable, and, if any one or more provisions may be determined to be judicially unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision, to the extent enforceable, in any jurisdiction, shall nevertheless be binding and enforceable if and to the extent that the economic and legal substance of the transactions contemplated is not materially adversely affected in any matter as to any party and shall be construed and enforced so as to effectuate the intent of the entire Agreement, including the wholly or partially unenforceable provision, to the maximum extent legally permissible. 4. Any amendments to this Agreement shall be effective only when duly executed by duly authorized representatives of the Town and Save the Sound. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of MinnesotaConnecticut. The parties consent to the jurisdiction and exclusive venue of the State and/or Federal courts in Connecticut in any litigation concerning this Agreement or its enforcement. D. For purposes of mailings of notices, payments, 6. Neither party may assign or other communications, transfer its rights or obligations under this Agreement without first obtaining the addresses prior written consent of the parties are given belowother party, which consent may be granted or withheld in the sole and absolute discretion of the applicable party. 7. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or If any provision of this Agreement is held invalid, the balance of the provisions of this Agreement shall not be affected thereby if the balance of the provisions of this Agreement would then continue to conform to the requirements of applicable laws. 8. The Recitals are considered an integral part of this Agreement. 9. This Agreement shall be waived binding upon the successors and no breach excusedpermitted assigns of the parties. 10. The parties agree that they waive a trial by jury as to any and all claims, unless such waiver causes of action or consent shall be in writing and signed by the party claimed to have waived or consenteddisputes arising from this Agreement. 11. No Any waiver of a breach the terms and conditions of this Agreement by either of the parties shall not be deemed construed to be a waiver of a different any other term or subsequent breachcondition of this Agreement. F. 12. This Agreement may not be modifiedexecuted in one or more counterparts, changed or terminated orally. No change, modification, addition or amendment shall each of which will be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions deemed to be an original of this Agreement shall and all of which, when taken together, will be deemed severableto constitute one and the same agreement. Therefore, if any part The exchange of copies of this Agreement is rendered voidand of signature pages by Portable Document Format (i.e., invalid PDF), or unenforceable, such rendering by other electronic means shall not affect the validity constitute effective execution and enforceability of the remainder delivery of this Agreement unless as to the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value parties and may be used in lieu of the whole original Agreement for all purposes. By: Xxxxx Xxxxxxxxxxx Its: First Selectwoman By: Xxxx Xxxxxxx Its: President Save the Sound and Contractor shall each, at its own expense and cost, obtain and keep in force during the entire duration of the Project the following insurance coverages covering Save the Sound / Contractor (as applicable) and all of its agents, employees, consultants and other providers of all or part of the services described in the Agreement / Construction Contract (as applicable) and shall name the Town as additional insured on a primary and non-contributory basis to either partyits Commercial General Liability and Automobile insurance policies. All insurance shall be purchased from a company or companies with an A.M./Best rating of A-(VII) or better. Minimum limits and requirements are as follows.

Appears in 1 contract

Samples: Memorandum of Agreement

Miscellaneous Provisions. A. The rights a. Company shall have the right to assign this Agreement without Xxxxxxx’s authorization in the event of a “Change in Control” as defined in the Company’s 2021 Equity Incentive Plan, and licenses granted this Agreement shall inure to the benefit of and be enforceable by RESEARCH in this agreement are personal to PVI and said successors or assigns. Grantee may not be assigned, sublicensed assign this Agreement or otherwise transferred any rights or obligations hereunder without the prior written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration RegulationsCompany, 15 C.F.R. section 770 et seq. C. This and this Agreement shall be governed by binding upon Xxxxxxx’s heirs, executors, administrators and legal representatives. b. This Agreement is entered into in Clark County, Nevada, and will be construed and interpreted according to the laws law of the State of MinnesotaNevada. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or c. Each provision of this Agreement shall be waived treated as a separate and independent clause, and the unenforceability of any one clause shall in no breach excused, unless such waiver or consent shall be in writing and signed by way impair the party claimed to have waived or consented. No waiver enforceability of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement any of the panties respecting the subject matter hereof and supersedes other clauses herein. Should any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions provision of this Agreement shall be deemed severable. Thereforeheld invalid, if any part void or unenforceable by an arbitrator or a court of this Agreement is rendered void, invalid or unenforceablecompetent jurisdiction, such rendering adjudication shall not in no way affect the validity and enforceability or enforcement of the remainder of this Agreement, and the provision affected shall be curtailed only to the extent necessary to bring the Agreement unless within the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value applicable requirements of the law. d. This Agreement constitutes the entire agreement between the Parties with respect to the matters addressed herein and may be modified only by a written amendment signed by the Parties. All other negotiations and agreements (written or oral) between the Parties are superseded by this Agreement and there are no representations, warranties, understandings or agreements other than those expressly set forth herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto. American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), hereby grants restricted share units relating to Class A common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), to the Grantee. Additional terms and conditions of the grant are set forth below and in the Company’s Amended and Restated 2021 Equity Incentive Plan (as further amended from time to time, the “Plan”). Terms not defined herein shall have the meanings set forth in the Plan. Grant Date: February 21, 2024 Number of Restricted Share Units Granted: 46,070 Vesting Schedule: 100% of the restricted share units will vest on June 30, 2025, subject to (i) the Grantee not unilaterally terminating or breaching the Agreement (including the terms of the exhibits) prior to either partythe vesting date, and (ii) the Grantee executing a general release as of January 1, 2025 in substantially the form set forth on Exhibit C of this Agreement.

Appears in 1 contract

Samples: Retirement and Award Agreement (American Homes 4 Rent, L.P.)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 15.1 This Agreement shall be governed by construed, governed, interpreted and applied in accordance with the laws of the State of MinnesotaMaryland, U.S.A., except that questions affecting the validity, construction and effect of any patent licensed hereunder, shall be determined by the law of the country in which the patent was granted. D. For purposes of mailings of notices, payments, or other communications, 15.2 The parties hereto acknowledge that this Agreement sets forth the addresses entire Agreement and understanding of the parties are given below. In hereto as to the case of RESEARCH: Theseus Researchsubject matter hereof, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term and shall not be subject to any change or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed modification except by the party claimed to have waived or consented. No waiver execution of a breach shall be deemed written instrument subscribed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This 15.3 The provisions of this Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandingare severable, and agreements, whether written or oral, between in the parties respecting the subject matter hereof. H. The event that any provisions of this Agreement shall be deemed severabledetermined 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. 15.4 LICENSEE agrees to mxxx the Licensed Products sold in the United States with all applicable United States patent numbers. Therefore, if All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice of the country of manufacture or sale. 15.5 The failure of any part party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the validity other party. 15.6 Claims, disputes, or controversies concerning the validity, construction, or effect of any patent licensed hereunder shall be resolved in any court having jurisdiction thereof. 15.7 A grant application under the Advanced Technology Program was filed on Mxxxx 00, 0000 (Xxxxxxxx X). If a grant is awarded, any Invention made pursuant thereto where an investigator at JXXXX HXXXXXX is the sole inventor or a coinventor shall be assigned to LICENSEE. Such Invention shall be assigned hereunder and enforceability shall thereafter fall within the definition of Patent Rights and therefore shall be subject to Sections 3.2, 3.3 and 3.4 hereof and to the royalty payments required by Sections 4.1(c)(i), 4.1(d) and 4.4 hereof as part of the remainder rights licensed hereunder. 15.8 With respect to “Methods for Inactivating Target DNA and For Detecting Conformation Change in a Nucleic Acid”, Inventor, Sxxxxxxxxx Xxxxxxxxxxxxxx, US Patent Application SN 08/647,449, Filed 5/7/96 (JHU Docket: C-1288), LICENSEE hereby acknowledges and agrees that Dx. Xxxxxxxxxxxxxx is the sole inventor of this Agreement unless the part or parts which are voidproperty. (as amended on June 1, invalid or unenforceable as aforesaid 1998) 1. The following tangible properties shall substantially impair the value of the whole Agreement be transferred to either partySigma by Sangamo in [***] 2. Sangamo shall transfer to Sigma all Information Controlled by Sangamo that is [***]. 3. [***] 4. [***] 5. [***] 6. [***]

Appears in 1 contract

Samples: License Agreement (Sangamo Biosciences Inc)

Miscellaneous Provisions. A. The rights Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by a party to this Agreement to the other party or to the OWDA shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) in the case of the OWDA, is addressed to or delivered by hand to: Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, Xxxx 00000 Attn: Executive Director and, (b) in the case of the Director, is addressed to or delivered by hand to: nmental Protecti on Agency Ohio Enviro mental Protection Agency and, Lazarus Government Center 00 Xxxx Xxxx Xxxxxx, Xxxxx 000 49 X.X. Xxx 0000 Xxxx Xxxxxxxx, Xxxx 00000-0000 Division of Environmental and licenses granted by RESEARCH Financial Assistance Attn: Chief, Division of Environmental and Financial Assistance (c) in the case of the Borrower, is addressed to or delivered personally to the Borrower at the address listed on Exhibit 1, or at such other addresses with respect to any such party as that party may from time to time, designate in writing and forward to the other parties as provided in this agreement are personal to PVI and may Section. Section 5.2. Any approval of the Director required by this Agreement shall not be assignedunreasonably withheld. Any provision of the Agreement requiring the approval of the Director or the satisfaction or evidence of satisfaction of the Director shall be interpreted as requiring a response by the granting, sublicensed authorizing, or otherwise transferred expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the Counsel to the Director and upon the certification of availability of funds as provided in Section 3.8. hereof. Section 5.4. If any provision of this Agreement or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the written consent invalid provision or application, and to this end, the provisions of RESEARCHthis Agreement are severable. Any attempted assignment or transfer without such consent In lieu thereof the parties agree that there shall be voidadded a provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls Section 5.5. This Agreement shall become effective as set forth of the Effective Date, and this Agreement shall continue in full force and effect until the Export Administration Regulations, 15 C.F.R. section 770 et seqday the obligations of the Borrower under this Agreement have been fully satisfied. C. Section 5.6. This Agreement shall be governed by binding upon and inure to the laws of the State of Minnesota. D. For purposes of mailings of notices, payments, or other communications, the addresses benefit of the parties are given below. In hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the case powers and duties of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case any of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. . This Agreement constitutes and contains shall not be assigned by the entire Agreement Borrower without the prior written consent of the panties respecting Director. The Director, at his option, may assign this Agreement without the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between consent of the parties respecting the subject matter hereof. H. The provisions Borrower. Remainder of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either partypage intentionally blank.

Appears in 1 contract

Samples: Water Pollution Control Loan Fund Assistance Agreement

Miscellaneous Provisions. A. a. The rights and licenses granted by RESEARCH Parties agree to stay all further proceedings in this Case, except such proceedings as are necessary to implement and complete this Settlement and/or to implement this Agreement, pending the Fairness Hearing to be conducted by the Superior Court and the Effective Date of the Settlement. b. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. c. This Agreement constitutes the entire Agreement among these Parties. No representations, warranties or inducements have been made to any Party concerning this Agreement, other than the representations, warranties and covenants contained and memorialized in this Agreement and the documents it requires (such as the Notice of Settlement and Exclusion Form). d. Counsel for all Parties warrant and represent that they are expressly authorized by the Parties whom they represent to enter into this Agreement and to take all appropriate action required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to implement this Settlement. If the Parties are unable to reach agreement are personal on the form or content of any document needed to PVI and implement this Settlement or this Agreement, or on any supplemental provisions that may not be assignedbecome necessary to effectuate the terms of this Settlement or this Agreement, sublicensed or otherwise transferred without then either Party may seek the written consent of RESEARCH. Any attempted assignment or transfer without Superior Court’s assistance to resolve such consent disagreement. e. This Agreement shall be voidbinding upon, and shall inure to the benefit of, the successors of the Parties hereto, as previously defined. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This f. All terms of this Agreement shall be governed by and interpreted according to the laws of the State of MinnesotaWashington. D. For purposes g. Plaintiff and the Company believe that this is a fair, reasonable, and adequate settlement, and have arrived at this Settlement through arm’s-length negotiations, considering all relevant factors, present and potential. h. Plaintiff’s counsel and/or the Settlement Administrator may create a notice website with information about this Settlement after preliminary approval of mailings of noticesthis Settlement is obtained from the Superior Court, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision which notice website may include a copy of this Agreement and any other documents filed with the Superior Court. The notice website shall be waived made available (for review and no breach excusedcomments) to Company’s counsel five (5) business days in advance of making it available to the public. Plaintiff’s counsel shall consider in good faith any edits, unless such waiver concerns, or consent shall be in writing suggestions raised by Company’s counsel before the notice website is shared with the public or with the Settlement Class Members. IT IS SO AGREED. Xxxxx X. Xxxx, WSBA #28969 Xxxxxx X. Xxxxxx, WSBA #22430 Dated: 11/30/2023 Dated: 11/30/2023 By Dated: 11/30/2023 Dated: 11/30/2023  A former employee brought claims against Northwest Fire Systems LLC (“The Company”) alleging that the Company failed to pay for all hours worked, including all time driving company vehicles, failed to pay proper prevailing wage, and signed failed to pay proper overtime. The Company strongly denies these claims. The parties have reached a proposed Class Action Settlement.  The Company strongly denies any fault, wrongdoing, or liability. If the Parties had not reached a Settlement, the Company would have continued to vigorously defend against Plaintiff’s claims, including seeking a denial of class certification and a full defense verdict at trial. The Company agreed to this Settlement to avoid the risk, burden, and expense of further litigation, and as a means of making its employees whole for even any arguable claims relating to the lawsuit.  The Class Action Settlement includes a total maximum settlement payment by the party claimed Company of Gross Settlement Amount Dollars ($550,000).  To qualify for a share of this payment: (A) you must have been employed by the Company and worked in a position that required driving a company-owned vehicle and were allowed or required to park said vehicles at your homes in the State of Washington between April 3, 2020, and November 30, 2023; and (B) you must not exclude yourself from the Class Action Settlement in the manner outlined below.  If you were employed by Northwest Fire Systems LLC and worked in a position that required driving a company-owned vehicle and were allowed or required to park the company-owned vehicle at your home in the State of Washington at any time between April 3, 2020 and November 30, 2023, you do not have waived or consented. No waiver of a breach shall be deemed to do anything to be eligible to receive a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement share of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereofsettlement payment. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Settlement Agreement

Miscellaneous Provisions. A. The 15.1 Neither Party may delegate its obligations or assign or transfer its rights under this Agreement, in whole or in part, without the prior written consent of the other Party. This Agreement shall inure to the benefit of the Parties’ successors and licenses granted by RESEARCH in this agreement are personal to PVI and assigns. 15.2 This Agreement may not be assigned, sublicensed or otherwise transferred without amended except by written agreement between the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidParties. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This 15.3 Notices under this Agreement shall be governed deemed sufficiently given when sent by registered mail or courier to the other Party in writing to the address indicated on the first page of this Agreement, to the attention of the person listed in Appendix C as the authorised representatives of ESCATEC and Supplier regarding matters related to this Agreement. Change of authorised representative by either Party shall be notified in writing to the other Party and Appendix C updated accordingly. 15.4 This Agreement and Appendices referred to in this Agree­ment, which are an integral part thereof, con­stitute the entire under­stan­ding between the Parties and supersede any previous agree­ment, me­mor­an­dum, let­ter of intent, representation or under­stan­ding regarding the subject matter hereof. 15.5 No waiver by either Party of any default of defaults by the laws other Party in the performance of any of the State provisions of Minnesotathis Agreement shall operate or be construed as a waiver of any other or further default or defaults whether of a like or different character. D. For purposes of mailings of notices, payments, 15.6 Supplier shall obtain ESCATEC’s approval before making publicity announcements regarding the Products or other communications, the addresses of the parties are given belowSupplier’s activities relating hereto. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000Supplier shall also cause its subcontractors to comply with this requirement. E. No term 15.7 If any clause or provision of this Agreement shall be waived found to be invalid, illegal or unenforceable then, notwithstanding such finding, this Agreement shall remain in full force and effect and any invalid, illegal or unenforceable clause or provision or portion thereof shall be replaced with a legal and enforceable one approximating the original intent of the Parties subject to the same being permitted by the Applicable Laws. 15.8 This Agreement shall be governed and construed in accordance with the laws of Malaysia. (a) In the event that a dispute arises between the Parties concerning this Agreement they shall attempt in good faith to settle such dispute by discussion between members of their respective staffs. (b) If within ten (10) working days of the Parties commencing discussions pursuant to Section 15.9(a), such dispute has not been resolved the dispute shall be referred to the Chief Executive Officer of ESCATEC and Supplier, or the designated representative(s) of the respective Chief Executive Officers. (c) In the event that the Parties are unable to resolve the dispute within thirty (30) working days (or such longer period as the Parties may agree) after the dispute is referred to the Chief Executive Officers (or their designated representatives, as the case may be) of ESCATEC and Supplier, then either Party to the dispute may commence arbitration proceedings in accordance with Section 15.9(d). (d) Any dispute which is not settled by agreement between the Parties shall be finally settled in accordance with the Arbitration Rules of Kuala Lumpur Regional Centre for Arbitration (“KLRCA”) for the time being in force, which rules are deemed to be incorporated herein by reference. The tribunal shall consist of three arbitrators to be jointly appointed by the Parties, and if no breach excusedagreement can be reached within thirty (30) days after submission to the arbitration, unless such waiver or consent then the arbitrators will be chosen by the KLRCA. Arbitration proceedings shall be conducted in English and the venue of arbitration shall be in writing Penang, Malaysia. Each Party will bear its own attorney’s fees, costs and signed disbursement arising out of the arbitration proceeding and shall pay an equal share of the fees and costs of the arbitration proceeding; however the arbitrator will be authorised to determine whether a Party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs, and disbursements, and/or the fees and costs of the arbitration. The arbitral award shall be final and binding on the Parties hereto and may be fully enforced by any court of competent jurisdiction. (e) Notwithstanding anything in this Agreement to the party claimed contrary, the existence of any dispute, including without limitation, the pendency of any arbitration proceeding, shall not excuse nor suspend the obligation of the Parties to have waived or consented. No waiver continue performance of a breach their obligations under this Agreement. 15.10 This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be a waiver of a different or subsequent breachan original, but which together shall constitute one and the same instrument. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Master Purchase Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 19.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 19.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 19.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices19.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 19.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 19.9 This Agreement is rendered voidexecuted in five (5) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and the rest of which shall not affect be submitted to the validity equity interest pledge registration authority to handle the equity interest pledge registration procedures, and enforceability each of the remainder which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Equity Interest Pledge Agreement to either party.among Shenzhen Fangdd Information Technology Co., Ltd., Xxxxxx Xxx and Shenzhen Fangdd Network Technology Co., Ltd.)

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. 22.1 The rights Parties (a) acknowledge that it is their intent to consummate this Settlement Agreement; and licenses granted (b) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Plaintiff’s counsel and US Coachways agree to cooperate with one another in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order and Judgment, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Agreement. 22.2 All of the Exhibits to this Settlement Agreement are material and integral parts thereof and are fully incorporated herein by RESEARCH this reference. 22.3 This Agreement and its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to such matters. No representations, warranties or inducements have been made to any Party concerning this Settlement Agreement or its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. This Agreement may be amended or modified only by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 22.4 Except as otherwise provided herein, each Party shall bear its own costs and attorneys’ fees. 22.5 Plaintiffs represent and warrant that they have not assigned any claim or right or interest therein as against the Released Parties to any other Person and that they are fully entitled to release the same. 22.6 Each counsel or other Person executing this agreement are personal Settlement Agreement, any of its Exhibits, or any related settlement documents on behalf of any Party hereto hereby warrants and represents that such Person has the full authority to PVI do so and has the authority to take appropriate action required or permitted to be taken pursuant to the Agreement to effectuate its terms. 22.7 This Agreement may not be assignedexecuted by the Parties in one or more counterparts, sublicensed or otherwise transferred without the written consent each of RESEARCH. Any attempted assignment or transfer without such consent which shall be voiddeemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures or scanned and e-mailed signatures shall be treated as original signatures and shall be binding. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. 22.8 This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of MinnesotaIllinois. D. For purposes 22.9 This Agreement is deemed to have been prepared by counsel for all Parties, as a result of mailings of notices, payments, or other communications, arms’ length negotiations among the addresses of Parties. Whereas all Parties have contributed substantially and materially to the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision preparation of this Agreement Agreement, it shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modifiedconstrued more strictly against one Party than another. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.] Case: 1:14-cv-05789 Document #: 72-1 Filed: 03/09/16 Page 15 of 43 PageID #:442 XXXXX XXXX, changed or terminated orallyon behalf of himself and others similarly situated, Plaintiff, v. US COACHWAYS, INC., Defendant. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable) ) ) ) ) ) ) ) ) ) ) Case No. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.1:14-cv-05789 Judge Xxxxxxx X. Xxxxxxxxx Magistrate Judge Xxxxxx X. Xxxxxx

Appears in 1 contract

Samples: Class Action Settlement Agreement

Miscellaneous Provisions. A. The rights 6.1. No Event of Default hereunder by Debtors shall be deemed to have been waived by Secured Party except by a writing to that effect signed on behalf of Secured Party by an officer thereof and licenses granted no waiver of any such Event of Default shall operate as a waiver of any other Event of Default on a future occasion, or as a waiver of that Event of Default after written notice thereof and demand by RESEARCH in Secured Party for strict performance of this agreement are personal Agreement. All rights, remedies and privileges of Secured Party hereunder shall be cumulative and not alternative, and shall, whether or not specifically so expressed, inure to PVI the benefit of Secured Party, its successors and assigns, and all obligations of Debtors shall bind their successors and legal representative. 6.2. Until the occurrence of an Event of Default and expiration of any applicable grace period, Debtors may retain possession of the Collateral and may use it in any lawful manner not be assigned, sublicensed inconsistent with this Agreement or otherwise transferred without with the written consent provisions of RESEARCH. Any attempted assignment or transfer without such consent shall be voidany policies of insurance thereon. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as 6.3. The terms hereof shall have the meanings set forth in and be construed under the Export Administration RegulationsCalifornia Commercial Code. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, 15 C.F.R. section 770 et seqbut if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. C. 6.4. No modification, rescission, waiver, release, alteration or amendment of any provision of this Agreement shall be made except by a written agreement subscribed by Debtors and a duly authorized officer of Secured Party. 6.5. This Agreement shall remain in full force and effect until all of the Obligations and any extensions or renewals thereof shall be paid in full. 6.6. Secured Party and Debtors as used herein shall include the heirs, executors or administrators, or successors or assigns of those parties. The provisions of this Agreement shall apply to the parties according to the context hereof and without regard to the number or gender of words and expressions used herein. 6.7. This Agreement shall be governed by by, and construed and enforced in accordance with, the laws of the State of Minnesota. D. For purposes California applicable to parties and transactions with contacts and relationships solely within the State of mailings California and without reference to choice of notices, payments, or other communications, the addresses law principles. Notice of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision acceptance of this Agreement by Secured Party is waived by Debtors. 6.8. Should any party hereto retain counsel for the purpose of enforcing or preventing the breach of any provision hereof, including but not limited to instituting or defending any action or proceeding to enforce any provision hereof, for damages by reason of any alleged breach of any provision hereof, for a declaration of such party's rights or obligations hereunder or defense of any action to rescind or reform this Agreement, then if said matter is settled by judicial determination, the prevailing party shall be waived entitled to be reimbursed by the losing party for all costs and no breach excusedexpenses incurred thereby including but not limited to reasonable attorneys', unless such waiver or consent experts' and accountants' fees. 6.9. The undersigned parties signing as Debtors shall both be deemed a Debtor hereunder, and they shall be in writing jointly, severally and signed by individually liable for the party claimed to have waived or consented. No waiver obligations of a breach shall be deemed to be a waiver of a different or subsequent breachDebtors hereunder. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Security Agreement

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH11.1. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by interpreted and enforced in accordance with the laws of the State of MinnesotaDelaware. D. For purposes 11.2. This Agreement shall be binding upon Indemnitee and upon the Company, its successors and assigns, and shall inure to the benefit of mailings Indemnitee, his heirs, personal representatives and assigns and to the benefit of noticesthe Company, paymentsits successors and assigns. (a) The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to be a director, officer, employee or other communications, the addresses agent of the parties are given belowCompany or to serve at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of Indemnitee's heirs, executors and administrators. (b) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 11.3. In the case of RESEARCH: Theseus ResearchNo amendment, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolismodification, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term termination or provision cancellation of this Agreement shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid effective unless in writing and signed by the both parties hereto. G. 11.4. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provision hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Indemnitee to the fullest extent provided by the By-laws, the corporate law of the State of Delaware or any other applicable law. 11.5. This Agreement constitutes and contains sets forth the entire Agreement agreement of the panties respecting parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreementsagreements between the parties with respect thereto, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to either party.

Appears in 1 contract

Samples: Indemnification Agreement (Irvine Sensors Corp/De/)

Miscellaneous Provisions. A. The rights and licenses granted Notwithstanding anything herein contained to the contrary, the following provisions shall apply: (a) FLIC may terminate Executive’s employment at any time, but any termination by RESEARCH in the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this agreement are personal Agreement. Executive shall have no right to PVI and may not be assigned, sublicensed receive compensation or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidother benefits for any period after Executive’s termination for Cause. B. PVI hereby assures RESEARCH that PVI will comply (b) Notwithstanding anything herein contained to the contrary, any payments to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with all United States export controls as set forth Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in the Export Administration Regulations, 15 12 C.F.R. section 770 et seqPart 359. C. This Agreement shall be governed by (c) In the laws event that FLIC provides written notice of non-renewal of the State Agreement to the Executive in accordance with Section 1 hereof, and Executive’s employment is terminated subsequent to the expiration of Minnesota. D. For purposes of mailings of notices, payments, or other communicationsthe Employment Period, the addresses provisions and obligations of the parties are given below. In under this Agreement shall have expired and be of no force and effect, and therefore FLIC shall have no obligations to make payments to Executive under Section 4 of this Agreement. (d) The parties intend that this Agreement and any payments and benefits payable hereunder shall either comply with, or be exempt from, the case requirements of RESEARCH: Theseus ResearchCode Section 409A, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision of and this Agreement shall be waived maintained, administered, and interpreted consistent with that intention. Notwithstanding any provision herein to the contrary, FLIC makes no breach excusedrepresentations concerning Executive’s tax consequences under this Agreement under Code Section 409A, unless such waiver or consent any other federal, state, or local tax law. Executive’s tax consequences will depend, in part, upon the application of relevant tax law, including Code Section 409A, to the relevant facts and circumstances. Notwithstanding anything else in this Agreement to the contrary (with the exception of Section 4(c)), Executive’s employment shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if FLIC and Executive reasonably anticipate that either no further services will be a waiver performed by Executive after the date of a different termination (whether as an employee or subsequent breach. F. This Agreement may not be modifiedas an independent contractor) or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, changed or terminated orally. No change, modification, addition or amendment the definition of Separation from Service shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severableinterpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). Therefore, if any part of Each payment under this Agreement is rendered voidintended to be a “separate payment” and not of a series of payments for purposes of Code Section 409A. (e) Notwithstanding the foregoing, invalid or unenforceableif Executive is a “specified employee” (i.e., such rendering shall not affect a “key employee” of a publicly traded company within the validity and enforceability meaning of Section 409A of the remainder of Code and the final regulations issued thereunder) and any payment under this Agreement unless is triggered due to Executive’s Separation from Service (other than due to disability or death), then solely to the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value extent necessary to avoid penalties under Section 409A of the whole Code, no payment shall be made during the first six (6) months following Executive’s Separation from Service. Rather, any payment which would otherwise be paid to Executive during such period shall be accumulated and paid to Executive in a lump sum on the first day of the seventh month following such Separation from Service. All subsequent payments shall be paid in the manner specified in this Agreement. (f) Notwithstanding anything in this Agreement to either partythe contrary, Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) about a possible securities law violation without approval of FLIC. Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to FLIC related to the possible securities law violation. This Agreement does not limit Executive’s right to receive any resulting monetary award for information provided to any Government Agency. (g) In the event of Executive’s death, his beneficiary shall be his surviving spouse. Alternatively, Executive may designate other beneficiaries. If Executive’s spouse does not survive 10 him, or if no beneficiary designation is in effect at the time of Executive’s death, then payments due thereafter shall be made to the Executive’s estate.

Appears in 1 contract

Samples: Employment Agreement (First of Long Island Corp)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 19.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 19.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 19.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices19.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 19.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 19.9 This Agreement is rendered voidexecuted in five (5) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and the rest of which shall not affect be submitted to the validity equity interest pledge registration authority to handle the equity interest pledge registration procedures, and enforceability each of the remainder which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Equity Interest Pledge Agreement to either party.among Shenzhen Fangdd Information Technology Co., Ltd., Xxx Xxxxx and Shenzhen Fangdd Network Technology Co., Ltd.)

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. The rights and licenses granted by RESEARCH 12.1 Any headings in this agreement Agreement are personal to PVI for the convenience of reading only and may shall not be assignedused to interpret, sublicensed explain or otherwise transferred without affect the written consent meaning of RESEARCH. Any attempted assignment or transfer without such consent shall be voidthe provisions of this Agreement. B. PVI hereby assures RESEARCH 12.2 The Parties acknowledge that PVI will comply with once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all United States export controls as set forth prior oral and/or written agreements and understandings among the Parties in relation to the Export Administration Regulations, 15 C.F.R. section 770 et seqcontents of this Agreement. C. 12.3 This Agreement shall be governed by binding upon and inure to the laws benefit of the State of MinnesotaParties hereto and their respective heirs, successors and permitted assignees. D. For purposes of mailings of notices12.4 No rights, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or provision powers and remedies conferred on each party by any provisions of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excusedexercise by one party of its rights, unless powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 12.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. F. This 12.6 If any provisions of this Agreement may not are held to be modifiednull and void, changed invalid or terminated orally. No changeunenforceable by any court with jurisdiction or arbitration agency, modification, addition or amendment shall be valid unless in writing the validity and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement enforceability of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The other provisions of this Agreement shall not be deemed severableaffected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 12.7 The Parties hereto agree and acknowledge that “the (prior) written consent of Party A” referred to herein shall mean that the matters shall be approved by the Board of Directors of Party A and be notified to Party B and Party C in accordance with the provisions of Clause 10 hereof. 12.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. Therefore, if any The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. 12.9 This Agreement is rendered voidexecuted in three (3) copies, invalid or unenforceableone (1) of which shall be held by each party respectively, such rendering and each of which shall not affect the validity and enforceability of the remainder be equally authentic. 12.10 Any annexes hereto shall form an integral part of this Agreement unless and shall have the part or parts which are void, invalid or unenforceable same legal effect as aforesaid shall substantially impair this Agreement. (This page is intentionally left blank as the value signature page of the whole Purchase Option Agreement to either party.among Shenzhen FangDD Information Technology Co, Ltd., Xi Zeng and Shenzhen FangDD Network Technology Co, Ltd.)

Appears in 1 contract

Samples: Purchase Option Agreement (Fangdd Network Group Ltd.)

Miscellaneous Provisions. A. The rights 10.1 Subject to Article 3, the Seller shall, upon the reasonable request of the Buyer, execute all such further deeds and licenses granted documents and do all such further acts as may be reasonably required by RESEARCH the Buyer in order to carry out the true intent and meaning of this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be voidAgreement. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in 10.2 This Agreement shall inure to the Export Administration Regulationsbenefit of and be binding upon the Seller and the Buyer and their respective successors, 15 C.F.R. section 770 et seqadministrators and assigns. C. 10.3 This Agreement shall be governed by the laws of the State Texas which will apply without regard to any choice of Minnesotalaws or conflict of laws provisions which would direct the application of the laws of another jurisdiction. BOTH PARTIES AGREE THAT, TO THE EXTENT ALLOWED BY THE GOVERNING LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION INVOLVING THIS AGREEMENT. THE PARTIES EXPRESSLY AGREE TO A JUDGE TRIAL. Nothing herein shall prohibit a party from availing itself of a court of competent jurisdiction for the purpose of injunctive relief. D. For purposes of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. 10.4 No term or provision of this Agreement shall may be waived and no breach excused, unless such waiver or consent shall be amended except by an instrument in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachSeller and the Buyer. F. 10.5 This Agreement may not be modifiedAgreement, changed or terminated orally. No changeand any subsequent Bxxx of Sale, modification, addition or amendment shall be valid unless in writing and signed by constitute the entire agreement between the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written other terms either expressed or oral, between the parties respecting the subject matter hereof. H. The provisions implied by law. No modification of this Agreement shall be deemed severableeffective unless made in writing and signed by both parties. ThereforeIn the event any provision, if any clause, sentence or part of this Agreement is rendered voidinconsistent with or contrary to any applicable law, invalid same shall be deemed to be modified to the extent required to comply with said law (it being the intention of both Parties to enforce to the fullest extent all terms of this Agreement) and as so modified, this Agreement shall continue in full force and effect. In the event any such provision, clause, sentence or unenforceable, such rendering shall not affect the validity and enforceability of the remainder part of this Agreement unless cannot be modified to comply with the part law, then said provision, clause, sentence or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value portion of the whole Agreement shall be deemed to either partybe deleted from the Agreement and the remaining terms and conditions shall remain in full force and effect.

Appears in 1 contract

Samples: Equipment Sales Agreement (Eco-Stim Energy Solutions, Inc.)

Miscellaneous Provisions. A. The rights 14.1. HP agrees not to export or re-export the Programs or any copy or adaptation in violation of the U.S. Export Administration regulations or other applicable regulation. 14.2. SONIC FOUNDRY and licenses granted by RESEARCH HP are strictly independent contractors and shall so represent themselves to third parties. Neither party has the right to bind the other in any manner whatsoever and nothing in this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without the written consent of RESEARCH. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulations, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed interpreted to make either party the agent or legal representative of the other or to make the parties joint venturers. 14.3. HP shall have the authority to market or not market the Programs as it deems appropriate. Nothing in this Agreement shall be construed or interpreted as placing a "best efforts" standard upon HP with respect to the marketing of any of the Programs. 14.4. All notices required under this Agreement shall be in writing and shall be considered given upon personal delivery, forty-eight (48) hours after sending by air courier, or seventy-two (72) hours after deposit in the United States Mail, certified mail return receipt requested or equivalent, addressed to the appropriate Account Manager. 14.5. This Agreement is made under and shall be construed in accordance with the laws of the State of MinnesotaCalifornia, excluding its conflicts of laws provisions. The parties hereby waive any constitutional, statutory, or common law right of trial by jury. D. For purposes 14.6. SONIC FOUNDRY agrees not to publicize or disclose to any third party without the consent of mailings HP the terms of notices, payments, this Agreement. 14.7. The headings of Sections of this Agreement are for reference only and are not to be construed in any way as terms. 14.8. SONIC FOUNDRY may not assign or other communications, the addresses transfer any of the rights or responsibilities set forth herein without the express written consent of HP and any purported attempt to do so shall be deemed void. If SONIC FOUNDRY is acquired by another entity, HP agrees not to unreasonably withhold consent to the assignment of this Agreement subject to agreement as assurances satisfactory to HP of adequate, technical support for HP Programs including the agreement of key SONIC FOUNDRY personnel to fulfill the obligations of support. 14.9. A party's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights. 14.10. This document represents the entire agreement between the parties are given belowas to the matters set forth and integrates all prior discussions or understandings between them. In the case 14.11. The invalidity or unenforceability of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No any term or provision of this Agreement shall be waived not in any way affect the remaining terms which shall remain in full force and no breach excused, unless such waiver or consent shall be in writing effect and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. F. This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes will negotiate in good faith a substitute provision which most nearly effects the parties intent in entering into this Agreement. Agreed: SONIC FOUNDRY HEWLETT-PACKARD COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxxx Xxxx ---------------------------- -------------------------- Typed Name: Xxxxx X. Xxxxxxxxxxx Typed Name: Xxxxx Xxxx Title: Chairman & CEO Title: General Manager CPSS EXHIBIT A -------------------------------------------------------------------------------- LICENSED SOFTWARE -------------------------------------------------------------------------------- For this agreement, SONIC FOUNDRY'S ACID Music (version 1.0) will comply with the specifications below. [_] Localization The program will be localized in English, French, Italian, German, Spanish, Swedish, Dutch, Brazilian Portuguese and contains UK English for tutorials. All manuals will be localized in the entire Agreement same languages in electronic PDF (Acrobat) format. All aspects of the panties respecting product must be localized (except file names) including software, auto loading demo song, installation, manuals, on-line help, support materials, etc. All localized versions of the subject matter hereof software must be released simultaneously with the English version and supersedes any UK English for demo song. [_] Product System Requirements Compatible and all prior negotiationscertified with Microsoft Windows 95, correspondence, understandingWindows 98, and agreements, whether written or oral, between Windows NT 4.0 including Windows logo Certification. If a new version of an Operating System (such as NT 5.0) is released during the parties respecting the subject matter hereof. H. The provisions of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability term of the remainder of this Agreement unless the part or parts which are voidAgreement, invalid or unenforceable as aforesaid shall substantially impair the value SONIC FOUNDRY will provide a compatible product within 90 days of the whole Agreement to either partycommercial release during the term of the Agreement.

Appears in 1 contract

Samples: Software License Agreement (Sonic Foundry Inc)

Miscellaneous Provisions. A. 7.1 The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or equity. 7.2 No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of Team and Shareholder; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable efforts to advise the other Parties prior to making the disclosure). 7.3 This Agreement shall not confer any rights or remedies upon any Person other than the Parties and licenses granted by RESEARCH their respective successors and permitted assigns. 7.5 This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller. 7.6 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 7.7 The Section headings contained in this agreement Agreement are personal to PVI inserted for convenience only and may shall not affect in any way the meaning or interpretation of this Agreement. 7.8 All notices, requests, demands, claims, and other communications hereunder will be assigned, sublicensed or otherwise transferred without the written consent of RESEARCHin writing. Any attempted assignment notice, request, demand, claim, or transfer without such consent other communication hereunder shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below. If to Team: Team, Inc. P.O. Xxx 000 Xxxxx, Xxxxx 00000-0000 Attn: Willxxx X. Xxxx, Xxesident Telephone: (281) 000-0000 Facsimile: (281) 000-0000 Copy to: Chamberlain, Hrdlicka, White, Willxxxx & Martxx 1200 Xxxxx Xxxxxx, Suite 1400 Houston, Texas 77002-4310 Attn: Sidnxx X. Xxxxxxxx Telephone: (713) 000-0000 Facsimile: (713) 000-0000 If to Shareholder: Armsxxxxx Xxxernational, Inc. 2081 XX Xxxxx Xxxx., 0xx Xxxxx Xxxxxx, Xxxxxxx 00000-0000 Attn: M. H. Xxxxxxxxx, Xxesident Telephone: (561) 000-0000 Facsimile: (561) 000-0000 Telephone: (561) 000-0000 Facsimile: (561) 000-0000 Xxy Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the Export Administration Regulations, 15 C.F.R. section 770 et seqmanner herein set forth. C. 7.9 This Agreement shall be governed by and construed in accordance with the domestic laws of the State of MinnesotaTexas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. D. For purposes 7.10 No amendment of mailings of notices, payments, or other communications, the addresses of the parties are given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term or any provision of this Agreement shall be waived and no breach excused, valid unless such waiver or consent the same shall be in writing and signed by the party claimed to have waived or consentedTeam and Shareholder. No waiver by any Party of a any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to be a waiver of a different extend to any prior or subsequent breachdefault, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. F. This Agreement may not be modified, changed 7.11 Any term or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement of the panties respecting the subject matter hereof and supersedes any and all prior negotiations, correspondence, understanding, and agreements, whether written or oral, between the parties respecting the subject matter hereof. H. The provisions provision of this Agreement shall be deemed severable. Therefore, if any part of this Agreement that is rendered void, invalid or unenforceable, such rendering unenforceable in any situation in any jurisdiction shall not affect the validity and or enforceability of the remainder remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 7.12 Each of the Parties will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. 7.13 The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the part or parts which are void, invalid or unenforceable as aforesaid context requires otherwise. The word "including" shall substantially impair the value of the whole Agreement to either partymean including without limitation.

Appears in 1 contract

Samples: Standstill and Voting Agreement (Team Inc)

Miscellaneous Provisions. A. The 6.1. All options and rights of election herein provided to or for the benefit of the Beneficiary are continuing, and the failure to exercise any such option or right of election upon a particular default or breach or upon any subsequent default or breach shall not be construed as waiving the right to exercise such option or election at any later date. No exercise of the rights and licenses powers herein granted by RESEARCH and no delay or omission in the exercise of such rights and powers shall be held to exhaust the same or prevent their exercise at any time and from time to time. 6.2. The Beneficiary may at any time and from time to time release any part of the Property from the lien and security interest created hereby and any such release may be made without notice to the Borrower and without affecting the personal liability of the indebtedness hereby secured. No release of any part of the Property shall in anywise alter, vary or diminish the force or effect of this agreement are personal to PVI and may not be assigned, sublicensed or otherwise transferred without instrument on the written consent balance of RESEARCHthe Property. 6.3. Any attempted assignment or transfer without such consent shall be void. B. PVI hereby assures RESEARCH that PVI will comply with all United States export controls as set forth in the Export Administration Regulationsnotice, 15 C.F.R. section 770 et seq. C. This Agreement shall be governed by the laws of the State of Minnesota. D. For purposes of mailings of noticesrequest, paymentsdemand, report or other communications, the addresses of the parties are instrument which may be required or permitted to be given below. In the case of RESEARCH: Theseus Research, Inc. Attention: Chief Executive Officer 0000 X.X. Xxxxxxxx Avenue Minneapolis, MN 55414 In the case of PVI: Princeton Video Image, Inc. Attention: President 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 E. No term to or provision of this Agreement shall be waived and no breach excused, unless such waiver furnished to or consent shall be in writing and signed by the served upon any party claimed hereto or other person succeeding to have waived or consented. No waiver any interest of a breach party hereto shall be deemed to be a waiver sufficiently given, furnished or served if done so in compliance with the notice provisions of a different or subsequent breachthe Loan Agreement. F. This Agreement may not be modified6.4. If any provision hereof is invalid or unenforceable in any jurisdiction, changed or terminated orally. No change, modification, addition or amendment the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be valid unless liberally construed in writing and signed by the parties hereto. G. This Agreement constitutes and contains the entire Agreement favor of the panties respecting Beneficiary in order to effectuate the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandingprovisions hereof, and agreements, whether written the invalidity or oral, between the parties respecting the subject matter hereof. H. The provisions unenforceability of this Agreement shall be deemed severable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering provision hereof in any jurisdiction shall not affect the validity and or enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair the value any such provision in any other jurisdiction. 6.5. This instrument is made with full substitution and subrogation of the whole Agreement Beneficiary in and to all covenants and warranties by others heretofore given or made in respect of the Property or any part of either partythereof. 6.6. The terms, provisions, covenants and conditions hereof shall bind and inure to the benefit of the respective personal representative, successors and assigns of the Borrower and the Beneficiary. 6.7. This instrument may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

Appears in 1 contract

Samples: Deed of Trust (Beard Co /Ok)

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