Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given. (i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement. (j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 16 contracts
Samples: Subadvisory Agreement (Forum Funds), Subadvisory Agreement (Forum Funds), Subadvisory Agreement (Forum Funds)
Miscellaneous. (a) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreementhereto.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareNew York.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) NoticesNotwithstanding any other provision of this Agreement, requests, instructions and communications received by the parties at their respective principal places agree that the assets and liabilities of business, as indicated above, or at such each Fund are separate and distinct from the assets and liabilities of each other address as a party may have designated in writing, Fund and that no Fund shall be deemed to have been properly givenliable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
(i) No affiliated person, employee, agent, director, partner, officer or manager director of the Subadviser Distributor shall be liable at law or in equity for the SubadviserDistributor's obligations under this Agreement.
(j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.
(k) The terms "vote of a majority of the outstanding voting securities", ," "interested person", "affiliated person," "controlaffiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 16 contracts
Samples: Distribution Agreement (Forum Funds), Distribution Agreement (Forum Funds Inc), Distribution Agreement (Forum Funds)
Miscellaneous. (a) The Distributor shall not be liable to the Fund and the Fund shall not be liable to the Distributor for consequential damages under any provision of this Agreement except that Distributor Claims, as that term is used in Section 8(a), shall include consequential damages related to, arising out of or based upon any filing made with the regulatory authorities of any State.
(b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto the Distributor and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this AgreementFund.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareMaryland.
(d) This Agreement constitutes the entire agreement between the parties hereto Distributor and the Fund and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager director of the Subadviser Distributor shall be liable at law or in equity for the SubadviserDistributor's obligations under this Agreement.
(i) The Fund shall be liable to the Distributor only with respect to those Series and Classes of the Fund and the Distributor shall look solely to the Fund to satisfy any liability of a Series or Class thereof to the Distributor.
(j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.
(k) The terms "vote of a majority of the outstanding voting securities", ," "interested person", "affiliated person," "controlaffiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 15 contracts
Samples: Distribution Agreement (Managed Municipal Fund Inc), Distribution Agreement (Flag Investors Equity Partners Fund Inc), Distribution Agreement (Flag Investors Short Intermediate Income Fund Inc)
Miscellaneous. (a) No provisions of Amendment to this Agreement, or any part thereof, shall be valid or binding upon the Parties unless drawn up in writing and signed by both Parties. The Preamble, and any Appendices, Exhibits or Schedules to this Agreement, constitute an integral part hereof. The headings used in this Agreement may are for convenience of reference only and will not be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust used in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision construction of this Agreement.
(c) This Agreement shall be governed by, and . Any use of the provisions of word “including” in this Agreement shall be construed as meaning “including, without limitation”, unless expressly stipulated to the contrary. All pronouns contained herein, and interpreted any variations thereof, shall be deemed equally to refer to the masculine, feminine or neutral, singular or plural, as the context may require. No principle of construction against the drafter shall apply in any way to this Agreement or any of the Exhibits, Appendices and/or Schedules attached hereto. No failure or delay on the part of any Party in exercising any right and/or remedy to which it may be entitled hereunder and/or by law shall operate as a waiver by that Party of any right whatsoever. No waiver of any right under and this Agreement shall be deemed as a waiver of any further or future right hereunder, whether or not such right is the same kind of right as was waived in accordance witha previous instance. In case any provision of the Agreement shall be declared invalid, illegal or unenforceable, the laws validity, legality and enforceability of the State of Delaware.
(d) remaining provisions shall not in any way be affected or impaired thereby and shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement Parties with respect to the subject matter hereofhereof and replaces any previous agreements between the Parties, if at all, whether oral written or written.
(e) This Agreement may be executed by the parties hereto on verbal, pertaining to any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidsubject-matter hereof. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated personmade and concluded in Israel and the construction, employeevalidity and performance of this Agreement shall be governed by the laws of Israel without giving effect to the conflicts of law principles thereunder. By their execution hereof, agent, director, partner, officer or manager the parties irrevocably agree to submit all disputes arising hereunder to the jurisdiction of the Subadviser competent courts of Tel-Aviv, Israel. Notices sent by one Party to the other under this Agreement will be sent by registered mail to the addresses specified in the Preamble, delivered by hand, transmitted by fax, or sent by e-mail or other electronic means of communication and will be deemed to have reached their destination within 3 days of being deposited with the Post Office for dispatch as registered mail (7 days in the case of air mail), upon actual delivery when delivered by hand, and upon receipt of the recipient’s confirmation of receipt when sent by fax, e-mail or other electronic means of communication. This Agreement may be executed in any number of counterparts, in original or by facsimile, and each such counterpart hereof shall be liable at law or in equity for deemed to be an original instrument, but all such counterparts together shall constitute one and the Subadviser's obligations under this Agreementsame agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 14 contracts
Samples: Loan Agreement (Hotel Outsource Management International Inc), Loan Agreement (Hotel Outsource Management International Inc), Loan Agreement (Hotel Outsource Management International Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser Advisor and Subadviser Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser Sub-advisor shall be liable at law or in equity for the Subadviser's Sub-advisor’s obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "“control" ” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 13 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Miscellaneous. (a) 2.1. All powers and remedies given by this Note to the Holder hereof shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other power or remedy or of any other powers and remedies available to the Holder hereof, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Note. No provisions delay or omission of the Holder hereof to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein. Every power and remedy given by this Agreement Note or by law to the Holder hereof may be amended or modified in any manner except by a written agreement properly authorized exercised from time to time, and executed by both parties hereto and approved as often as shall be deemed expedient, by the Trust Holder hereof, all subject, as hereinabove provided, to the payment of the principal of and the interest on this Note being expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness.
2.2. In addition to the payments provided for above, subject to the terms, provisions and restrictions contained in the manner set forth Subordination Agreement, the Company agrees to pay all expenses incurred, including reasonable attorneys’ fees, if this Note is placed in Section 6(b) hereofthe hands of an attorney for collection or if it is collected through bankruptcy or other judicial proceedings.
(b) Neither party to this Agreement shall be liable 2.3. The Company, to the extent permitted by law, waives notice, demand, presentment for payment, protest, the filing of suit or the taking of any other party action by any Holder hereof for consequential damages under any provision the purpose of this Agreementfixing its liability hereon.
(c) 2.4. This Agreement Note has been executed and delivered in and shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number Colorado. Galaxy Energy Corporation Subordinated Promissory Note - Page 3 of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.4
Appears in 13 contracts
Samples: Subordinated Unsecured Promissory Note (Galaxy Energy Corp), Subordinated Unsecured Promissory Note (Galaxy Energy Corp), Subordinated Unsecured Promissory Note (Galaxy Energy Corp)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both all parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither No amendment to this Agreement or the termination of this Agreement with respect to a Fund shall effect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the shareholders of any other Fund.
(c) No party to this Agreement shall be liable to the any other party for consequential damages under any provision of this Agreement.
(cd) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and the provisions of this Agreement shall be construed and interpreted under and in accordance withAND THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH, the laws of the State of DelawareTHE LAWS OF THE STATE OF DELAWARE.
(de) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(ef) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fg) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(gh) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(hi) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(ij) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of any other series of the Trust and that no Fund or other series of the Trust shall be liable or shall be charged for any debt, obligation or liability of any other Fund or series, whether arising under this Agreement or otherwise.
(k) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(jl) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," ", "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 12 contracts
Samples: Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Memorial Funds), Subadvisory Agreement (Memorial Funds)
Miscellaneous. Notwithstanding anything to the contrary herein:
(a) No provisions in paying principal and interest on the Notes hereunder, the Fiscal and Paying Agent shall be acting as a conduit and shall not be paying such principal or interest for its own account. In the absence of this Agreement may written notice from the Bank to the contrary, the Fiscal and Paying Agent shall be amended entitled to assume that any Note presented to it, or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.deemed presented to it, for payment, is entitled to be so paid;
(b) Neither party the Fiscal and Paying Agent shall not be required to invest any moneys delivered to it pursuant to this Agreement and shall be liable to the other party have no liability for consequential damages under interest on any provision of this Agreement.moneys received or held by it hereunder;
(c) This Agreement the Fiscal and Paying Agent shall not be governed by, responsible for the accuracy of any recital of any party (other than the Fiscal and Paying Agent) that is stated herein or in the provisions of this Agreement shall be construed Notes or in any offering materials relating thereto and interpreted under and in accordance with, makes no representations as to the laws validity or enforceability of the State of Delaware.Notes and shall incur no responsibility in respect thereto;
(d) This Agreement constitutes the entire agreement between Fiscal and Paying Agent shall be protected in acting or refraining from acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel, Officer’s Certificate or both), affidavit, letter, telegram or other paper or document deemed by it in good faith to be genuine and correct and to have been signed or sent by the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral proper person or written.persons; and
(e) This Agreement may be executed any action taken by the parties hereto on Fiscal and Paying Agent pursuant to this Agreement upon the request or authority or consent of any number person who at the time of counterparts, and all making such request or giving such authority or consent is the holder of the counterparts taken together a Note shall be deemed to constitute one conclusive and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
binding upon (i) No affiliated person, employee, agent, director, partner, officer or manager all future holders of the Subadviser shall be liable at law same Note and any Note issued in exchange therefor or in equity for the Subadviser's obligations under this Agreement.
place thereof, (jii) The terms "vote of a majority all beneficial owners of the outstanding voting securities", "interested person", "affiliated person," "control" same Note and "assignment" shall have (iii) all holders of the meanings ascribed thereto same Note issued in the 1940 Actdefinitive form pursuant to Section 2.4(b) hereof.
Appears in 11 contracts
Samples: Fiscal and Paying Agency Agreement (Discover Financial Services), Fiscal and Paying Agency Agreement (Discover Financial Services), Fiscal and Paying Agency Agreement (Discover Financial Services)
Miscellaneous. (a) No provisions of The Subscriber agrees that this Agreement may be amended is not transferable or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofassignable.
(b) Neither party to The Subscriber agrees that, except as expressly permitted by any applicable state law, the Subscriber may not cancel, terminate or revoke this Agreement or any agreement of the Subscriber made hereunder, and this Agreement shall survive the death or legal disability of the Subscriber and shall be liable to binding upon the other party for consequential damages under any provision of this AgreementSubscriber’s heirs, executors, administrators, successors and assigns.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes Exhibits hereto constitute the entire agreement between among the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtenhereof and may be amended only by a writing executed by both parties.
(d) Headings are for convenience only and are not deemed to be part of this Agreement.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together will constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device, pursuant to which the signature of, or on behalf of, such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date first written above. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement, as well as any facsimile, telecopy or other reproduction hereof.
(f) If any part, term or provision of this This Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties hereunder shall be enforced, governed and construed and enforced as in all respects in accordance with the internal substantive laws of the State of Nevada (without reference to principles of conflicts or choice of law that would cause the application of the internal laws of any other jurisdiction).
(g) The Subscriber acknowledges that, if the Agreement did not contain the particular partit is a resident of any state whose “blue sky laws” or other local securities laws require a restriction on transferability of securities, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring it will comply with such restriction requirements.
(h) If any party by virtue of authorship part of any provision of this Agreement.
(g) Section headings Agreement or any other agreement or document given pursuant to or in connection with this Agreement are included for convenience only and are not shall be invalid or unenforceable in any respect, such part shall be ineffective to be used to construe the extent of such invalidity or interpret unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 11 contracts
Samples: Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc), Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc), Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc)
Miscellaneous. (a) No provisions 1. In the event Bank is required at any time to refund or repay to any person for any reason any sums collected by it on account of the obligations subject to this Agreement, including but not limited to sums repaid to a Trustee in Bankruptcy as a result of an avoided preferential transfer or fraudulent conveyance, Guarantor agrees that all such sums shall be subject to the terms of this Agreement may and that Bank shall be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by entitled to recover such sums from Guarantor notwithstanding the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to fact that this Agreement shall be liable previously may have been returned to the other party for consequential damages Guarantor or that Guarantor previously may have been discharged from further liability under any provision of this Agreement.
(c) 2. Any notice, demand, or request by Bank to Guarantor or by Guarantor to Bank shall be in writing and shall be given in accordance with the Loan Agreement.
3. This Agreement shall be governed byconstitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between Guarantor and Bank with respect to the provisions subject matter hereof. If any clause, provision, or section of this Agreement is determined to be illegal or invalid by any court, the invalidity of such clause, provision, or section shall not affect any of the remaining clauses, provisions, or sections hereof and this Agreement shall be construed and interpreted under enforced as if such illegal or invalid clause, provision, or section had not been contained herein. In case any agreement or obligation contained in this Agreement be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of Guarantor, as the case may be, to the full extent permitted by law.
4. No set-off, claim, reduction, or diminution of any obligation or defense of any kind or nature, which Guarantor or Borrower has or may have against Bank, shall be available hereunder to Guarantor against Bank.
5. No act of commission or omission of any kind or at any time on the part of Bank in respect of any matter whatsoever shall in any way effect or impair this Agreement. This Agreement is in addition to and no in substitution for or discharge of any other suretyship held by Bank.
6. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.
(d) This Tennessee. The invalidity or unenforceability of any one or more phrases, sentences, clauses, or provisions in this Agreement constitutes shall not affect the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral validity or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all enforceability of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision remaining portions of this Agreement is held to be illegal, in conflict with or any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidpart thereof.
7. This Agreement shall be construed as if drafted jointly by both bind Guarantor and Guarantor's successors and assigns and the Adviser benefits hereof shall inure to its successors and Subadviser and no presumptions shall arise favoring assigns. Bank may, without any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not notice whatsoever to be used to construe or interpret this Agreement.
(h) NoticesGuarantor, requestssell, instructions and communications received by the parties at their respective principal places of business, as indicated aboveassign, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer transfer all or manager any part of the Subadviser shall be liable at law Obligations, and in that event each and every immediate and successive assignee, transferee, or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote holder of a majority all or any part of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" Obligations shall have the meanings ascribed thereto in right to enforce this Agreement, by suit or otherwise, for the 1940 Actbenefit of such assignee, transferee, or holder, as fully as though such assignee, transferee, or holder were herein by name given such rights, powers, and benefits; provided, however, that Bank shall have an unimpaired right, prior and superior to that of any assignee, transferee, or holder, to enforce this Agreement for the benefit of Bank as to so much of the Obligation that Bank has not sold, assigned, or transferred.
Appears in 11 contracts
Samples: Guaranty and Suretyship Agreement (Symbion Inc/Tn), Guaranty and Suretyship Agreement (Symbion Inc/Tn), Guaranty and Suretyship Agreement (Symbion Inc/Tn)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both all parties hereto and approved and, if required by the Trust in 1940 Act, by a vote of a majority of the manner set forth in Section 6(b) hereofoutstanding voting securities of any Fund thereby affected.
(b) Neither No amendment to this Agreement or the termination of this Agreement with respect to the Fund shall affect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the shareholders of any other Fund.
(c) No party to this Agreement shall be liable to the any other party for consequential damages under any provision of this Agreement.
(cd) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(de) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(ef) This Agreement may be executed by the parties hereto on in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fg) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(gh) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(hi) Notices, requests, instructions and communications received by the parties at their its respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(ij) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of the Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
(k) No affiliated person, employee, agent, director, partner, officer or portfolio manager of the Subadviser either Adviser shall be liable at law or in equity for the Subadviser's Adviser’s obligations under this Agreement.
(jl) The terms "“vote of a majority of the outstanding voting securities", ",” “interested person", ",” “affiliated person," "” “control" ” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.“
Appears in 10 contracts
Samples: Management Agreement (Monteagle Funds), Management Agreement (Monteagle Funds), Management Agreement (Monteagle Funds)
Miscellaneous. (a) No provisions of this This Agreement may be amended executed in two or modified in any manner except by a written agreement properly authorized more counterparts, each of which when so executed and executed by both delivered shall be an original, but all of which together shall constitute one and the same instrument. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoftheir respective successors and assigns.
(b) Neither Any person into which the Seller may be merged or consolidated or any person resulting from a merger or consolidation involving the Seller or any person succeeding to the business of the Seller shall be considered the successor of the Seller hereunder, without the further act or consent of either party. Except as provided in Section 15 and the preceding sentence, this Agreement may not be assigned, pledged or hypothecated by any party without the written consent of each other party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, supersedes all prior agreements and understandings relating to the provisions of subject matter hereof. Neither this Agreement shall nor any term hereof may be construed and interpreted under and changed, waived, discharged or terminated orally, but only by an instrument in accordance with, writing signed by the laws party against whom enforcement of the State change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of Delawarereference only and shall not limit or otherwise affect the meaning hereof.
(d) This Agreement constitutes The Depositor shall immediately effect the entire agreement between redelivery of the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, Mortgage Loans and all of the counterparts taken together shall be deemed to constitute one Mortgage Loan Documents and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly security interest created by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, 8 hereof shall be deemed to have been properly givenreleased if, on the Closing Date, any of the conditions set forth in Section 7 hereof shall not have been satisfied or waived.
(e) It is the express intent of the parties hereto that the conveyances of the Mortgage Loans by the Seller to the Depositor as contemplated by this Agreement be construed as a sale of the Mortgage Loans by the Seller to the Depositor. It is, further, not the intention of the parties that such conveyances be deemed a pledge of the Mortgage Loans by the Seller to the Depositor or any assignee of the Depositor, including, but not limited to, the Indenture Trustee, to secure a debt or other obligation of the Seller. Nevertheless, if, notwithstanding the intent of the parties, the Mortgage Loans are held to be property of the Seller then (i) No affiliated person, employee, agent, director, partner, officer or manager this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the Subadviser Delaware Uniform Commercial Code and the Uniform Commercial Code of any other state as necessary; (ii) the conveyances provided for herein shall be liable at law deemed to be an assignment and a grant by the Seller to the Depositor of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans, all insurance policies and proceeds thereof relating to the Mortgage Loans, all amounts payable by the holder of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities, or other property, including, without limitation, all amounts from time to time held or invested in equity the Custodial Account, the Collection Account, the Note Payment Account, the Certificate Distribution Account or any other account established under the Transfer and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Depositor or its agents of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 8.9A-313 of the Delaware Uniform Commercial Code; and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Depositor for the Subadviser's obligations purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement is deemed to create a security interest in the Mortgage Loans, such security interest will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Transfer and Servicing Agreement.
(jf) The terms "vote of a majority of Seller shall not file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law against the Depositor so long as any debt instrument issued by the Issuer is outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Actfor one year and one day thereafter.
Appears in 10 contracts
Samples: Mortgage Loan Purchase Agreement (Homebanc Corp), Mortgage Loan Purchase Agreement (Homebanc Corp), Mortgage Loan Purchase Agreement (HomeBanc Mortgage Trust 2006-2)
Miscellaneous. (a) No provisions All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, impersonal, singular or plural, as the identity of this Agreement the person or persons may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofrequire.
(b) Neither party to This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned enforceable in accordance with its terms this Subscription Agreement shall be liable enforced, governed and construed in all respects in accordance with the laws of the State of Nevada, as such laws are applied by Nevada courts to agreements entered into and to be performed in Nevada and between residents of Nevada, and shall be binding upon the other party for consequential damages under Subscriber, the Subscriber's heirs, estate, legal representatives, successors and assigns. If any provision of this AgreementSubscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Subscription Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and may be amended only by a writing executed by both parties hereto.
(d) Except as set forth herein, whether oral neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged, terminated, revoked or writtencanceled except by an instrument in writing signed by the party effecting the same against whom any change, discharge or termination is sought.
(e) This Agreement The Offering may be executed withdrawn at any time prior to the issuance of Shares to prospective Subscribers. Further, in connection with the offer and sale of the Shares, the Company reserves the right, in its sole discretion, to reject any subscription in whole or in part or to allot to any prospective subscriber fewer than the Shares applied for by such subscriber. The Shares are offered by the parties hereto on any number Company subject to prior sale, acceptance of counterpartsan offer to purchase, and all withdrawal, cancellation or modification of the counterparts taken together shall be deemed to constitute one and the same instrumentoffer, without notice.
(f) If any part, term This Subscription Agreement does not constitute an offer to sell or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship a solicitation of any provision of this Agreementoffer to buy any securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 9 contracts
Samples: Subscription Agreement (Mandalay Ventures LTD), Subscription Agreement (Sosa Inc), Subscription Agreement (Sosa Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements; understandings, representations and warranties, both written and oral, between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, including, without limitation, a certain non-binding letter dated August 31, 1999 of Parent to Company proposing terms for the transactions contemplated by the Merger Agreement and this Agreement.
(b) The Stockholder agrees that this Agreement and the respective rights and obligations of the Stockholder hereunder shall attach to all Owned Shares.
(c) Except as provided below, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. In the event any legal proceeding is commenced by any party to this Agreement to enforce or recover damages for any breach of the provisions hereof, the prevailing party in such legal proceeding will be entitled to recover in such legal proceeding from the losing party such prevailing party's costs and expenses incurred in connection with such legal proceeding, including reasonable attorneys' fees. The provisions of this Section 10(c) will survive the Closing hereunder.
(d) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors, personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party (whether oral by operation of law or writtenotherwise) without the prior written consent of the other party; provided, that Purchaser may assign their rights and obligations hereunder to any assignee of Purchaser's rights and obligations under the Merger Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.
(e) This Agreement may not be amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each of the parties hereto. The parties may waive compliance by the other parties hereto with any representation, agreement or condition otherwise required to be complied with by such other party hereunder, but any such waiver shall be effective only if in writing executed by the parties hereto on waiving party.
(f) All notices (which term shall include any number of counterparts, other communications) required or permitted to be given under this Agreement or in connection with the matters contemplated by this Agreement shall be in writing and all of the counterparts taken together shall be deemed to have been duly given to the intended party (i) when personally delivered, or (ii) upon receipt if sent by reputable overnight courier service. Any party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this paragraph, provided that such notification shall only be effective on the date specified in such notice or three (3) business days after the notice is given, whichever is later. All notices required to be given under this Agreement shall be sent to the party using the addresses specified below: If to Parent or Purchaser: Riedxxx Xxxporation 45 Exxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Attention: Jamex X. Xxxxxxx, Xxesident with a copy to: Woodx, Xxiatt, Gilman, Sturxxx & Xlarxx, XXP 700 Xxxxxxxxxx Xxxxxxxx Xxx Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Attention: Harrx X. Xxxxxxx, Xx., Xxq. If to the Stockholder: To the address indicated at the foot of this Agreement with a copy to: Choaxx, Xxll & Xtewxxx One Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Harrx X. Xxxxxx, XXI, Esq. Rudmxx & Xincxxxx, XXC 84 Hxxxxx Xxxxxx Xxxxxx, Xxxxx 00000 Attention: Geraxx X. Xxxxxx, Xxq.
(g) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
(h) Each of the parties hereto acknowledges and agrees that in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that the parties hereto (i) shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to compel specific performance of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity, and (ii) will waive, in any proceeding for specific performance, the defense of adequacy of a remedy at law. Each of the parties further agrees to waive any requirement for the securing or posting of any bond or other security in connection with any proceeding for specific performance.
(i) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.
(j) This Agreement shall be governed and construed in accordance with the Maine Business Corporations Act (the "MBCA"), where applicable, and otherwise with the laws of the State of New York without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.
(k) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.
(fl) If any part, term Any legal action or provision of proceeding with respect to this Agreement is held or any matters arising out of or in connection with this Agreement or otherwise, and any action for enforcement of any judgment in respect thereof shall be brought exclusively in the courts of the State of New York or of the United States of America for the Western District of New York or the state or federal courts located in the State of Maine, to be illegalthe
(m) Each of the Stockholder, Parent and Purchaser each hereby irrevocably waives any objection which he or she may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or otherwise brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court, by way of motion, as a defense, counterclaim or otherwise, in conflict any action or proceeding with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held respect to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer any claim that he or manager she is not personally subject to the jurisdiction of the Subadviser shall be liable at law above-named courts, (ii) that he or she or his or her property is exempt or immune from jurisdiction of any such court or from any legal process commenced in equity for such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) that the Subadviser's obligations under proceeding in any such court is brought in an inconvenient forum, (iv) that the venue of such proceeding is improper or (v) that this Agreement, or the subject matter hereof, may not be enforced in or by such court. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 9 contracts
Samples: Tender Agreement (Penobscot Shoe Co), Tender Agreement (Penobscot Shoe Co), Tender Agreement (Penobscot Shoe Co)
Miscellaneous. (aA) No provisions This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of each other party. The descriptive headings of the various sections of this Agreement may Amendment are inserted for convenience of reference only and shall not be amended deemed to affect the meaning or modified in construction of any manner except by a written agreement properly authorized of the provisions hereof or thereof. Whenever the context and executed by both parties hereto and approved by the Trust construction so require, all words herein in the manner set forth singular number herein shall be deemed to have been used in Section 6(b) hereofthe plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive.
(bB) Neither party to this Agreement This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the Borrowers and Administrative Agent. This Amendment shall be liable to considered part of the Agreement and shall be a Note Purchase Document for all purposes under the Agreement and other party for consequential damages under any provision of this AgreementNote Purchase Documents.
(cC) This Amendment, the Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withNote Purchase Documents constitute the final, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and thereof and may not be contradicted by evidence of prior, whether contemporaneous or subsequent oral or writtenagreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof.
(eD) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrumentTHIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT.
(fE) If Neither the Parent nor any partBorrower may assign, term delegate or provision transfer this Amendment or any of this Agreement is held their rights or obligations hereunder. No rights are intended to be illegalcreated under this Amendment for the benefit of any third party donee, in conflict with any law creditor or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations incidental beneficiary of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term Borrowers or provision held to be illegal or invalidany Company Party. This Agreement Nothing contained in this Amendment shall be construed as if drafted jointly by both a delegation to Administrative Agent or Noteholders of the Adviser Borrowers or any Company Party’s duty of performance, including any duties under any account or contract in which Administrative Agent or Noteholders have a security interest or lien. This Amendment shall be binding upon the Borrowers, the Parent and Subadviser their respective successors and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementassigns.
(gF) Section headings All representations and warranties made in this Agreement are included for convenience only Amendment shall survive the execution and are not delivery of this Amendment and no investigation by Administrative Agent or Noteholders shall affect such representations or warranties or the right of Administrative Agent or Noteholders to be used to construe or interpret this Agreementrely upon them.
(hG) NoticesTHE BORROWERS AND THE PARENT ACKNOWLEDGE THAT SUCH PERSON’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, requestsSETOFF, instructions and communications received by the parties at their respective principal places of businessCOUNTERCLAIM, as indicated aboveDEFENSE, or at such other address as a party may have designated in writingOFFSET, shall be deemed to have been properly givenCROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ADMINISTRATIVE AGENT OR ANY NOTEHOLDER. THE BORROWERS AND THE PARENT HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE ADMINISTRATIVE AGENT AND EACH NOTEHOLDER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER NOTE PURCHASE DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 9 contracts
Samples: Note Purchase Agreement (Aemetis, Inc), Note Purchase Agreement (Aemetis, Inc), Note Purchase Agreement (Aemetis, Inc)
Miscellaneous. (a) The Distributor shall not be liable to the Funds and the Funds shall not be liable to the Distributor for consequential damages under any provision of this Agreement except that Distributor Claims, as that term is used in Section 8(a) of this Agreement, shall include consequential damages related to, arising out of or based upon any filing made with the regulatory authorities of any State.
(b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto the Distributor and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this AgreementFunds.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto Distributor and the Funds and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager director of the Subadviser Distributor shall be liable at law or in equity for the SubadviserDistributor's obligations under this Agreement.
(i) A Fund shall be liable to the Distributor only with respect to those series and Classes of the Fund and the Distributor shall look solely to the Fund to satisfy any liability of a series or Class thereof to the Distributor.
(j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.
(k) The terms "vote of a majority of the outstanding voting securities", ," "interested person", "affiliated person," "controlaffiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 9 contracts
Samples: Distribution Agreement (Bt Institutional Funds), Distribution Agreement (Bt Pyramid Mutual Funds), Distribution Agreement (Bt Investment Funds)
Miscellaneous. (a) No provisions a. The validity of this Agreement may be amended is subject to the truth and accuracy of all the information, representations, and materials submitted or modified provided by the Recipient in this Agreement, in any manner except later submission or response to a Division request, or in any submission or response to fulfill the requirements of this Agreement. All of said information, representations, and materials is incorporated by a reference. The inaccuracy of the submissions or any material changes will, at the option of the Division and with thirty (30) days written agreement properly authorized notice to the Recipient, cause the termination of this Agreement and executed by both parties hereto the release of the Division from all its obligations to the Recipient.
b. This Agreement must be construed under the laws of the State of Florida, and approved by the Trust venue for any actions arising out of this Agreement will be in the manner set forth in Section 6(b) hereof.
(b) Neither party to Circuit Court of Xxxx County. If any provision of this Agreement shall be liable is in conflict with any applicable statute or rule, or is unenforceable, then the provision is null and void to the extent of the conflict, and is severable, but does not invalidate any other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and c. Any power of approval or disapproval granted to the provisions Division under the terms of this Agreement shall be construed and interpreted under and in accordance with, will survive the laws term of the State of Delawarethis Agreement.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) d. This Agreement may be executed by the parties hereto on in any number of counterparts, and all any one of the counterparts which may be taken together shall be deemed to constitute one and the same instrumentas an original.
e. The Recipient agrees to comply with the Americans With Disabilities Act (fPublic Law 101-336, 42 U.S.C. Section 12101 et seq.), which prohibits discrimination by public and private entities on the basis of disability in employment, public accommodations, transportation, State and local government services, and telecommunications.
f. The Recipient must comply with any Statement of Assurances incorporated as Attachment D.
g. Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of thirty-six (36) If any part, term months from the date of being placed on the convicted vendor list or provision on the discriminatory vendor list.
h. The State of Florida's performance and obligation to pay under this Agreement is held contingent upon an annual appropriation by the Legislature, and subject to be illegalany modification in accordance with Chapter 216, in conflict with any law Florida Statutes, or otherwise invalid, the remaining portion Florida Constitution.
i. All bills for fees or portions other compensation for services or expenses shall be considered severable submitted in detail sufficient for a proper pre-audit and not post-audit thereof.
j. Any bills for travel expenses must be affectedsubmitted in accordance with section 112.061, and Florida Statutes.
k. This Agreement, upon execution, contains the rights and obligations entire agreement of the parties and no prior written or oral agreement, express or implied, shall be construed and enforced as if admissible to contradict the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision provisions of this Agreement.
(g) Section headings in this l. This Agreement are included for convenience only and are may not to be used to construe or interpret this Agreementmodified except by formal written amendment executed by both of the parties.
(h) Notices, requests, instructions and communications received by m. If the parties at their respective principal places Recipient is allowed to temporarily invest any advances of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations funds under this Agreement, they must use the interest earned or other proceeds of these investments only to cover expenditures incurred in accordance with section 603 of the Social Security Act and the Guidance on eligible expenses. If a government deposits Fiscal Recovery Fund payments in a government’s general account, it may use those funds to meet immediate cash management needs provided that the full amount of the payment is used to cover necessary expenditures. Fund payments are not subject to the Cash Management Improvement Act of 1990, as amended. The State of Florida will not intentionally award publicly-funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) [Section 274A(e) of the Immigration and Nationality Act (“INA”)]. The Division shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by the Recipient of the employment provisions contained in Section 274A(e) of the INA will be grounds for unilateral cancellation of this Agreement by the Division.
n. The Recipient is subject to Florida’s Government in the Sunshine Law (jsection 286.011, Florida Statutes) The terms "vote of a majority with respect to the meetings of the outstanding voting securities"Recipient’s governing board or the meetings of any subcommittee making recommendations to the governing board. All of these meetings must be publicly noticed, "interested person"open to the public, "affiliated person," "control" and "assignment" shall the minutes of all the meetings will be public records, available to the public in accordance with Chapter 119, Florida Statutes.
o. All expenditures of state or federal financial assistance must be in compliance with the laws, rules and regulations applicable to expenditures of State funds, including but not limited to, the Reference Guide for State Expenditures.
p. In accordance with section 215.971(1)(d), Florida Statutes, the Recipient may expend funds authorized by this Agreement only for allowable costs resulting from obligations incurred during the specific agreement period.
q. Any balances of unobligated cash that have been advanced or paid that are not authorized to be retained for direct program costs in a subsequent period must be refunded to the meanings ascribed thereto in Secretary.
r. If the 1940 Actpurchase of the asset was consistent with the limitations on the eligible use of Fiscal Recovery Funds provided by ARPA and Treasury Guidance, the Recipient may retain the asset. If such assets are disposed of prior to December 31, 2024, the proceeds would be subject to the restrictions on the eligible use of Fiscal Recovery Funds provided by ARPA.
Appears in 9 contracts
Samples: American Rescue Plan Act Agreement, Coronavirus Local Fiscal Recovery Fund Agreement, Coronavirus Local Fiscal Recovery Fund Agreement
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed bydeemed a contract made under, and the provisions of this Agreement for all purposes shall be construed and interpreted under and in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
(db) This If any provision of this Agreement constitutes or the entire agreement between the parties hereto and supersedes application of such provision to any prior agreement with respect person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the subject matter hereofextent of such invalidity or unenforceability, whether oral and the remainder of the provisions not held invalid or writtenunenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected.
(ec) This Agreement may be executed by the parties hereto on any number of in one or more counterparts, and all each of the counterparts taken together which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
(fd) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) All Section headings in this Agreement herein are included for convenience of reference only and are not to be used to construe or interpret part of this Agreement, and no construction or reference shall be derived therefrom.
(he) NoticesThe obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, requestsXxxxxx and Merger Sub, instructions and communications received by the parties at their respective principal places of businessagree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, as indicated above, arrangement or at such other address as a party may have designated in writing, shall be deemed understanding between the parties hereto with respect to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.matters set forth herein. [Signature page follows]
Appears in 9 contracts
Samples: Voting Agreement (Brooks Automation Inc), Voting Agreement (Brooks Automation Inc), Voting Agreement (Brooks Automation Inc)
Miscellaneous. (a) No provisions Except as set forth herein, nothing contained in this Amendment shall be deemed to amend or modify in any respect the terms of the Existing Lease and such terms shall remain in full force and effect as modified hereby. If there is any inconsistency between the terms of this Agreement may Amendment and the terms of the Existing Lease, the terms of this Amendment shall be amended or modified in any manner except by a written agreement properly authorized controlling and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofprevail.
(b) Neither party This Amendment contains the entire agreement of the parties with respect to this Agreement shall be liable to its subject matter and all prior negotiations, discussions, representations, agreements and understandings heretofore had among the other party for consequential damages under any provision of this Agreementparties with respect thereto are merged herein.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement Amendment may be executed by the parties hereto on any number of in duplicate counterparts, each of which shall be deemed an original and all of the counterparts which, when taken together together, shall be deemed to constitute one and the same instrument.
(d) This Amendment shall not be binding upon Landlord or Tenant unless and until each party shall have received a fully executed counterpart of this Amendment.
(e) This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their successors and permitted assigns.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions This Amendment shall be considered severable and not be affected, and governed by the rights and obligations laws of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held State of New York without giving effect to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue conflict of authorship of any provision of this Agreementlaws principles thereof.
(g) Section headings The captions, headings, and titles in this Agreement Amendment are included solely for convenience only of reference and are shall not to be used to construe or interpret this Agreementaffect its interpretation.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places The liability of business, as indicated above, or at such other address as a party may have designated in writing, Landlord for Landlord’s obligations under this Amendment shall be deemed limited to have been properly given.
(i) No affiliated personLandlord’s interest in the Building and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, employeemember, agentmanager, shareholder, director, partnerofficer, officer principal, employee or manager agent of Landlord (collectively, the Subadviser shall be liable at law or “Parties”) in equity for the Subadviser's seeking either to enforce Landlord’s obligations under this Agreement.
(j) The terms "vote of Amendment or to satisfy a majority judgment for Landlord’s failure to perform such obligations; and none of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" Parties shall have be personally liable for the meanings ascribed thereto in the 1940 Actperformance of Landlord’s obligations under this Amendment.
Appears in 8 contracts
Samples: Lease (MSG Entertainment Spinco, Inc.), Lease (MSG Entertainment Spinco, Inc.), Lease (MSG Entertainment Spinco, Inc.)
Miscellaneous. (aA) No provisions of this Agreement This Amendment may be amended or modified executed in any manner except number of counterparts (including by a written agreement properly authorized facsimile or email), and executed by both the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and approved by the Trust same agreement. Whenever the context and construction so require, all words herein in the manner set forth singular number herein shall be deemed to have been used in Section 6(b) hereofthe plural, and vice versa. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive.
(bB) Neither party to this Agreement This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the Borrowers and Administrative Agent. This Amendment shall be liable to considered part of the Agreement and shall be a Note Purchase Document for all purposes under the Agreement and other party for consequential damages under any provision of this AgreementNote Purchase Documents.
(cC) This Amendment, the Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withNote Purchase Documents constitute the final, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and thereof and may not be contradicted by evidence of prior, whether contemporaneous or subsequent oral or writtenagreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof.
(eD) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed and enforced as if interpreted in accordance with the choice of law provisions set forth in the Agreement did not contain and shall be subject to the particular partwaiver of jury trial and notice provisions of the Agreement.
(E) Neither the Parent nor any Borrower may assign, term delegate or provision held transfer this Amendment or any of their rights or obligations hereunder. No rights are intended to be illegal created under this Amendment for the benefit of any third party donee, creditor or invalidincidental beneficiary of the Borrowers or any Company Party. This Agreement Nothing contained in this Amendment shall be construed as if drafted jointly by both a delegation to Administrative Agent or Noteholders of the Adviser Borrowers or any Company Party’s duty of performance, including any duties under any account or contract in which Administrative Agent or Noteholders have a security interest or lien. This Amendment shall be binding upon the Borrowers, the Parent and Subadviser their respective successors and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementassigns.
(gF) Section headings All representations and warranties made in this Agreement are included for convenience only Amendment shall survive the execution and are not delivery of this Amendment and no investigation by Administrative Agent or Noteholders shall affect such representations or warranties or the right of Administrative Agent or Noteholders to be used to construe or interpret this Agreementrely upon them.
(hG) NoticesTHE BORROWERS AND THE PARENT ACKNOWLEDGE THAT SUCH PERSON’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, requestsSETOFF, instructions and communications received by the parties at their respective principal places of businessCOUNTERCLAIM, as indicated aboveDEFENSE, or at such other address as a party may have designated in writingOFFSET, shall be deemed to have been properly givenCROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ADMINISTRATIVE AGENT OR ANY NOTEHOLDER. THE BORROWERS AND THE PARENT HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE ADMINISTRATIVE AGENT AND EACH NOTEHOLDER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER NOTE PURCHASE DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 8 contracts
Samples: Note Purchase Agreement (Aemetis, Inc), Note Purchase Agreement (Aemetis, Inc), Note Purchase Agreement (Aemetis, Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalid. This Agreement shall be construed as if drafted jointly by both orders of the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementSEC thereunder.
(g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect.
(h) Noticesc. If any provision of this Agreement shall be held or made invalid by a court decision, requestsstatute, instructions and communications received by rule or otherwise, the parties at their respective principal places remainder of businessthis Agreement shall not be affected hereby and, as indicated aboveto this extent, or at such other address as a party may have designated in writing, the provisions of this Agreement shall be deemed to have been properly givenbe severable.
(i) No affiliated person, employee, agent, director, partner, officer or manager d. Nothing herein shall be construed as constituting the Adviser as an agent of the Subadviser shall be liable at law Trust or in equity for the Subadviser's obligations under this Agreement.Fund
(j) e. The terms names "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "controlIntegrity Managed Portfolios" and "assignmentTrustees of Integrity Managed Portfolios" shall have refer respectively to the meanings ascribed Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated August 10, 1990, to which reference is hereby made and a copy of such Declaration of Trust is on file at the office of the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "Integrity Managed Portfolios" entered into in the 1940 Actname or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust.
Appears in 7 contracts
Samples: Investment Advisory Agreement (Integrity Managed Portfolios), Investment Advisory Agreement (Integrity Managed Portfolios), Investment Advisory Agreement (Integrity Managed Portfolios)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement 15.1. This Contract shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreement.
(c) This Agreement shall be governed bythe successors, assigns, personal representatives, and heirs of the respective parties hereto, and the provisions covenants, conditions, rights and obligations of this Agreement Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder.
15.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract.
15.3. No waiver of any breach of this Contract shall be construed and interpreted under and in accordance with, the laws held to be a waiver of the State of Delawareany other or subsequent breach.
(d) 15.4. This Agreement constitutes the entire agreement Contract sets forth all understandings between the parties hereto respecting each transaction subject hereto, and supersedes any prior agreement with respect to the subject matter hereofcontracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties.
(e) This Agreement may 15.5. The interpretation and performance of this Contract shall be executed governed by the parties hereto laws of the jurisdiction as indicated on the Base Contract, excluding, however, any number conflict of counterparts, laws rule which would apply the law of another jurisdiction.
15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the counterparts taken together shall be deemed to constitute one and the same instrumentparties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof.
(f) If any part, term or provision 15.7. There is no third party beneficiary to this Contract.
15.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby.
15.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of Contract between the parties and shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret the provisions of this AgreementContract.
(h) Notices, requests, instructions and communications received by 15.10. Unless the parties at their respective principal places have elected on the Base Contract not to make this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of businessthe other party the terms of any transaction to a third party (other than the employees, as indicated abovelenders, royalty owners, counsel, accountants and other agents of the party, or at prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such other address as a party may persons shall have designated in writing, shall be deemed agreed to have been properly given.
keep such terms confidential) except (i) No affiliated personin order to comply with any applicable law, employeeorder, agentregulation, directoror exchange rule, partner(ii) to the extent necessary for the enforcement of this Contract , officer (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory agency’s reporting requirements including but not limited to gas cost recovery proceedings; or manager (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the Subadviser terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be liable entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the Subadviser's obligations under expiration of the transaction. In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this AgreementContract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party.
15.11. The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by both parties
15.12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored on computer tapes and disks (j) the “Imaged Agreement”). The terms "vote of a majority Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the outstanding voting securities"foregoing, "interested person"if introduced as evidence in printed format, "affiliated person," "control" in any judicial, arbitration, mediation or administrative proceedings will be admissible as between the parties to the same extent and "assignment" under the same conditions as other business records originated and maintained in documentary form. Neither Party shall have object to the meanings ascribed thereto admissibility of the recording, the Transaction Confirmation, or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the 1940 Actadmissibility of such evidence.
Appears in 7 contracts
Samples: Base Contract for Sale and Purchase of Natural Gas, Base Contract for Sale and Purchase of Natural Gas (Gas Natural Inc.), Base Contract for Sale and Purchase of Natural Gas (Gas Natural Inc.)
Miscellaneous. (a) No This Agreement shall be binding on and shall inure to the benefit of the Loan Parties, the Administrative Agent, the Lenders and their respective successors and permitted assigns. It is the intent of the undersigned Lenders that any third party acquiring any such Lender’s rights and obligations under the Credit Agreement shall, with respect to such Lender’s portion of the Loan, be subject to, and bound by, the terms and conditions of this Agreement. The terms and provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized are for the purpose of defining the relative rights and executed by both parties hereto obligations of the Loan Parties, the Administrative Agent, the Issuing Bank and approved by the Trust in Lenders with respect to the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement transactions contemplated hereby and there shall be liable to no third party beneficiaries of any of the other party for consequential damages under any provision terms and provisions of this Agreement.
(b) Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
(c) This Agreement shall be governed byWherever possible, and the provisions each provision of this Agreement shall be construed interpreted in such a manner as to be effective and interpreted valid under and in accordance withapplicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the laws extent of such prohibition or invalidity, without invalidating the State remainder of Delawaresuch provision or the remaining provisions of this Agreement.
(d) This Except as otherwise expressly provided in this Agreement, if any provision contained in this Agreement constitutes is in conflict with, or inconsistent with, any provision in the entire agreement between Loan Documents, the parties hereto provision contained in this Agreement shall govern and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtencontrol.
(e) This Agreement may be executed by the parties hereto on in any number of separate counterparts, each of which shall collectively and all separately constitute one agreement. Delivery of the counterparts taken together an executed counterpart of this Agreement by telecopy or other electronic means shall be deemed to constitute one and the same instrumenteffective as an original.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are does not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received represent a commitment by the parties at their respective principal places of businessLenders and/or the Administrative Agent to make any new loans, as indicated aboverestructure the Obligations or grant or extend any financial accommodations to the Loan Parties, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity except for the Subadviser's obligations under this Agreementagreements expressly set forth herein.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 7 contracts
Samples: Revolving Credit and Term Loan Agreement, Forbearance Agreement, Forbearance Agreement (Dakota Plains Holdings, Inc.)
Miscellaneous. (a) No provisions Each of the Loan Parties hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against the Agents, the other Credit Parties, or their respective parents, affiliates, predecessors, successors, or assigns, or their officers, directors, employees, attorneys, or representatives, with respect to the Obligations, and that if any of the Loan Parties now has, or ever did have, any offsets, defenses, claims, or counterclaims against such Persons, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement may be amended or modified in Amendment, all of them are hereby expressly WAIVED, and each of the Loan Parties hereby RELEASES such Persons from any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofliability therefor.
(b) Neither party This Amendment may be executed in several counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement Amendment by telecopy or other electronic transmission shall be liable to the other party for consequential damages under any provision effective as delivery of a manually executed counterpart of this AgreementAmendment.
(c) This Agreement Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
(d) If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(e) The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this Amendment and are not relying on any representations or warranties of the Agents or the other Credit Parties or their respective counsel in entering into this Amendment.
(f) This Amendment shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareNew York.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 7 contracts
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Sportsmans Warehouse Holdings Inc)
Miscellaneous. (a) No provisions This agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications and agreements. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement may and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This agreement shall not be modified, amended or modified in any manner way altered except by a written agreement properly authorized and executed by both parties hereto and an instrument in writing approved by the Trust in Board of Directors of the manner set forth in Section 6(b) hereofCompany or the Compensation Committee of the Board of Directors and signed by an officer designated by the Board of Directors or Compensation Committee to execute such waiver, modification or discharge and signed by Employee.
(b) Neither party to If any provision of this Agreement shall be liable declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the other party for consequential damages under any provision of this Agreementremaining provisions hereof which shall remain in full force and effect.
(c) This Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall be governed by, not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof.
(d) The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
(e) This agreement shall be construed and interpreted under and enforced in accordance with, with the laws of the State of Delaware.
(d) This Agreement constitutes Oklahoma that are applicable to contracts made and to be performed in the entire State of Oklahoma, regardless of the actual place of making or performance. Any action or proceeding based upon this agreement between the parties hereto or arising out of its performance shall be initiated in a federal or state court of competent jurisdiction in Tulsa, Oklahoma and supersedes any prior agreement with respect in no other jurisdiction: and each party hereby consents and submits to the subject matter hereofjurisdiction of such federal or state court in Tulsa, whether oral Oklahoma. In the event any term, provision, or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together portion shall be deemed to constitute one stricken and the same instrumentremaining terms, provisions, or portions shall remain in full force and effect.
(f) If any part, term or provision This agreement shall become effective upon the signature of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable Employee and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementCompany’s Chief Executive Officer.
(g) Section headings This agreement may be executed in this Agreement are included for convenience only counterparts and are not to be used to construe or interpret this Agreementeach counterpart shall have the same force and effect as an original and shall constitute an effective binding agreement on the part of each of the undersigned.
(h) NoticesEmployee represents that he has had the right and opportunity to consult with independent counsel of his own choosing and that he has read and understands the foregoing and he has signed this agreement of his own free will without duress, requestscoercion or undue influence.
(i) Notices shall be sent via first class mail, instructions postage paid or personal delivery and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager received on the earlier of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto third day after deposit in the 1940 Actmail or personal delivery.
Appears in 6 contracts
Samples: Employment Agreement (First Trinity Financial CORP), Employment Agreement (First Trinity Financial CORP), Employment Agreement (First Trinity Financial CORP)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalid. This Agreement shall be construed as if drafted jointly by both orders of the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementSEC thereunder.
(g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect.
(h) Noticesc. If any provision of this Agreement shall be held or made invalid by a court decision, requestsstatute, instructions and communications received by rule or otherwise, the parties at their respective principal places remainder of businessthis Agreement shall not be affected hereby and, as indicated aboveto this extent, or at such other address as a party may have designated in writing, the provisions of this Agreement shall be deemed to have been properly givenbe severable.
(i) No affiliated person, employee, agent, director, partner, officer or manager d. Nothing herein shall be construed as constituting the Adviser as an agent of the Subadviser shall be liable at law Trust or in equity for the Subadviser's obligations under this AgreementFund.
(j) e. The terms names "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "controlThe Integrity Funds" and "assignmentTrustees of The Integrity Funds" shall have refer respectively to the meanings ascribed Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust and Certificate of Trust dated February 9, 1998, to which reference is hereby made and a copy of such Certificate of Trust is on file at the office of the Secretary of State of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "The Integrity Funds" entered into in the 1940 Actname or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust.
Appears in 6 contracts
Samples: Investment Advisory Agreement (Integrity Funds), Investment Advisory Agreement (Integrity Funds), Investment Advisory Agreement (Integrity Funds)
Miscellaneous. (a) No Notice given pursuant to any of the provisions of this Agreement Agreement, except for borrowing instructions, shall be in writing and shall be mailed or delivered (a) if to the Fund, at its office at American International Plaza Building, Tenth Floor, 000 Xxxxx Xxxxxx Avenue, San Xxxx, Puerto Rico 00918; (b) if to the Dealer, at its offices at 000 Xxxxx Xxxxxx Avenue, San Xxxx, Puerto Rico 00918. Any notice may be amended made by telex, facsimile, or modified telephone, but if so shall be subsequently confirmed in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofwriting.
(b) Neither party to The legal fees and expenses incurred by the Fund in connection with the preparation and execution of this Dealer Agreement shall be liable to for the other party for consequential damages under any provision account of the Fund and the legal fees and expenses incurred by the Dealer in connection with the preparation and execution of this AgreementDealer Agreement shall be for the account of the Dealer.
(c) This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of DelawarePuerto Rico.
(d) This Agreement constitutes The Dealer acknowledges that, without notice to, consultation with, or consent by, the entire agreement between Dealer, the Fund may enter into similar agreements with other parties hereto and supersedes any prior agreement with respect relating to the subject matter hereofissuance, whether oral purchase, or writtensale of Notes.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and each of which will be deemed an original, but all of the counterparts taken which together shall be deemed to will constitute one and the same instrument.
(f) If any part, term or provision of this This Agreement is held to may only be illegal, in conflict with any law or otherwise invalid, amended by a written instrument executed by the remaining portion or portions shall be considered severable and not be affected, Fund and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementDealer.
(g) Section headings You agree that in this Agreement are included for convenience the event of a default by the Fund under a series of Notes you will only seek recourse against the assets of the Fund securing, as of the occurrence of the event of default, such series of Notes and are not to be used to construe or interpret this Agreementthe assets securing any other series of Notes of the Fund.
(h) NoticesIf any one or more of the covenants, requestsagreements, instructions and communications received by the parties at their respective principal places of business, as indicated aboveprovisions, or at terms of this Dealer Agreement which is not essential to the effectuation or the basic purpose of this Dealer Agreement is held invalid for any reason whatsoever, then such other address as a party may have designated in writingcovenants, agreements, provisions or terms shall be deemed to have been properly given.
(i) No affiliated personseverable from the remaining covenants, employeeagreements, agent, director, partner, officer provisions or manager terms of this Dealer Agreement and shall in no way affect the validity or enforceability of the Subadviser shall be liable at law or in equity for other provisions of this Dealer Agreement. The parties agree that the Subadviser's obligations under provisions of Section 4 and 12(h) of this agreement are essential to the effectuation of the basic purpose of this Dealer Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Dealer Agreement (Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.), Dealer Agreement (Tax Free Target Maturity Fund for Puerto Rico Residents, Inc.), Dealer Agreement (Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc.)
Miscellaneous. (a) No SECTION 3.01. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. The terms and conditions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of this Supplemental Indenture will control.
(f) If SECTION 3.02. All agreements in this Supplemental Indenture by the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not.
SECTION 3.03. In case any part, term or provision of in this Agreement is held to Supplemental Indenture shall be illegal, in conflict with any law or otherwise invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portion provisions shall not in any way be affected or portions impaired thereby.
SECTION 3.04. This Supplemental Indenture may be executed in two or more identical counterparts, all of which shall be considered severable and not be affected, one and the rights same agreement and obligations of shall become effective when counterparts have been signed by each party and delivered to the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held other party. Any signature to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and are not to be used to construe Records Act or interpret this Agreement.
(h) Notices, requests, instructions other transmission method and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, any counterpart so delivered shall be deemed to have been properly givenduly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. Each party hereto accepts the foregoing and any document received in accordance with this Section 3.04 shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(i) No affiliated personSECTION 3.05. In entering into this Supplemental Indenture, employee, agent, director, partner, officer or manager the Trustee shall be entitled to the benefit of every provision of the Subadviser Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of taken as a majority statement of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 ActCompany.
Appears in 6 contracts
Samples: Seventh Supplemental Indenture (Tellurian Inc. /De/), Supplemental Indenture (Tellurian Inc. /De/), Fifth Supplemental Indenture (Tellurian Inc. /De/)
Miscellaneous. (a) No provisions of this This Agreement may shall inure to the benefit of, and be amended binding upon, the Company and its subsidiaries and affiliates, together with their successors and assigns, and Consultant, together with his or modified in any manner except by a written agreement properly authorized her executors, administrators, personal representatives, heirs and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoflegatees.
(b) Neither Any notice or request hereunder shall be in writing and shall be given by hand delivery, mail, telecopy or similar transmission addressed as set forth beside the name of each party to at the end of this Agreement shall be liable or to any such other address as either party may specify to the other party for consequential damages under any provision by written notice. Such notice or request shall be deemed to have been given and received only on and after receipt by the designated individual (specifically the President, in the case of this Agreementthe Company), effective as of the date of such authorized recipient's actual receipt of such notice or request if received during normal business hours on a normal business day or as of the first business day after receipt if given after normal business hours or on a day other than a normal business day.
(c) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS AS THEY APPLY TO A CONTRACT EXECUTED, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareDELIVERED AND PERFORMED ENTIRELY IN SUCH STATE.
(d) This Agreement constitutes the entire agreement between the parties hereto merges and supersedes any all prior agreement with respect to the subject matter hereofand contemporaneous agreements, undertakings, covenants or conditions, whether oral or written, express or implied, to the extent they contradict or conflict with the provisions hereof.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
(f) If This Agreement may be modified only by a written instrument signed by each of the parties hereto. No waiver shall be effective unless made in writing and signed by the party against whom enforcement is sought.
(g) Should any part, term aspect or provision of this Agreement is held to be illegal, in conflict with prove invalid or unenforceable for any law or otherwise invalidreason, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations remainder of the parties Agreement shall nonetheless be construed and fully enforced as if to the Agreement did not contain fullest extent permitted by law, regardless of whether the particular part, term invalid or unenforceable aspect or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both is facially severable from the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue remainder of authorship of any provision of this the Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Consulting Agreement (Cynet Inc), Consulting Agreement (Cynet Inc), Consulting Agreement (Cynet Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this This Agreement shall be liable to the other party for consequential damages joint and several obligation of CPB, TRCB and any acquiring entity which assumes CPB’s or the TRCB’s obligations under any provision this Agreement. The terms of this Agreement.
(c) This Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey and, to the extent applicable, Federal law. Except as specifically set forth in this Agreement, this Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby. The amendment of Section 2, or the termination of this Agreement, may be made only in a writing executed by CPB, TRCB and the Executive, and no amendment or termination of this Agreement shall be construed effective unless and interpreted under and until made in accordance with, such a writing. This Agreement shall terminate ipso facto upon the laws termination of the State Change in Control Agreement. Section 3 of Delaware.
(d) this Agreement cannot be amended, except to reflect changes in, or the elimination of, Section 409A of the Internal Revenue Code. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect shall be binding to the subject matter hereofextent of its applicability upon any successor (whether direct or indirect, whether oral by purchase, merge, consolidation, liquidation or written.
(eotherwise) to all or substantially all of the assets of CPB or TRCB. This Agreement is personal to the Executive, and the Executive may not assign any of his rights or duties hereunder, but this Agreement shall be enforceable by the Executive’s legal representatives, executors or administrators. This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to constitute one an original, and the same instrument.
(f) If any part, term or provision it shall not be necessary in making proof of this Agreement is held to be illegalproduce or account for more than one such counterpart. CPB or TRCB, in conflict with any law or otherwise invalidas the case may be, the remaining portion or portions shall be considered severable and not be affectedshall, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship part of any provision of this Agreement.
(g) Section headings Change in this Agreement are included for convenience only and are not Control involving an acquiring entity or successor to be used to construe CPB or interpret this Agreement.
(h) NoticesTRCB, requests, instructions and communications received obtain an enforceable assumption in writing by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated personthe entity which is the acquiring entity or successor to CPB or TRCB, employeeas the case may be, agentin the Change in Control and, director(ii) if the acquiring entity or successor to CPB or TRCB, partneras the case may be, officer or manager is a bank, the holding company parent of the Subadviser shall be liable at law acquiring entity or in equity for successor, of this Agreement and the Subadviser's obligations of CPB or TRCB, as the case may be, under this Agreement, and shall provide a copy of such assumption to the Executive prior to any Change in Control.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Continuation of Benefits Agreement (Community Partners Bancorp), Continuation of Benefits Agreement (Community Partners Bancorp), Continuation of Benefits Agreement (Community Partners Bancorp)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both all parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither No amendment to this Agreement or the termination of this Agreement with respect to a Fund shall effect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the shareholders of any other Fund.
(c) No party to this Agreement shall be liable to the any other party for consequential damages under any provision of this Agreement.
(cd) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and the provisions of this Agreement shall be construed and interpreted under and in accordance withAND THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH, the laws of the State of DelawareTHE LAWS OF THE STATE OF DELAWARE.
(de) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(ef) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fg) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(gh) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(hi) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(ij) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of any other series of the Trust and that no Fund or other series of the Trust shall be liable or shall be charged for any debt, obligation or liability of any other Fund or series, whether arising under this Agreement or otherwise.
(k) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's ’s obligations under this Agreement.
(jl) The terms "“vote of a majority of the outstanding voting securities"”, "“interested person"”, "“affiliated person," "”, “control" ” and "“assignment" ” shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Subadvisory Agreement (Investment Managers Series Trust), Subadvisory Agreement (Forum Funds), Subadvisory Agreement (Forum Funds)
Miscellaneous. (a) No provisions THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF COLORADO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Amendment shall be binding upon and inure to the benefit of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both the parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoftheir successors and permissible assigns.
(b) Neither party to All representations and warranties made in this Amendment, the Credit Agreement or any Loan Document including any Loan Document furnished in connection with this Amendment shall be liable to survive the execution and delivery of this Amendment and the other party for consequential damages under related Loan Documents, and no investigation by the Agents or any provision Lender or any closing shall affect the representations and warranties or the right of this Agreementthe Agents or any Lender to rely upon them.
(c) This Agreement Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document. This Amendment may be executed in two or more counterparts, each of which shall be governed by, deemed an original and the provisions all of this Agreement which together shall be construed and interpreted under and in accordance with, the laws of the State of Delawareconstitute one instrument.
(d) This Amendment, the Credit Agreement, the other Loan Documents, and all other instruments, documents and agreements executed and delivered in connection with this Amendment, the Credit Agreement constitutes and the other Loan Documents, embody the final, entire agreement between among the parties hereto and supersedes any prior agreement with respect to the subject matter hereof. There are no oral agreements among the parties hereto. This Amendment may not be amended or modified orally, whether oral or writtenbut only by a written agreement meeting the requirements of Section 9.02 of the Credit Agreement.
(e) This Agreement may be executed by The section headings herein are for convenience only and shall not affect the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrumentconstruction hereof.
(f) If Other than as expressly stated herein, this Amendment and the amendments set forth herein do not constitute a waiver by Lenders and Agents of Borrower’s or any part, term or provision of this Agreement is held to be illegal, in conflict other Loan Party’s compliance with any law covenants, or otherwise invalida waiver of any Defaults or Events of Default, under the remaining portion Credit Agreement or portions shall be considered severable and not be affectedany of the Loan Documents, and shall not entitle the Borrowers or any other Loan Party to any similar or other amendments in the future. Without limiting the foregoing, except as specifically set forth herein, Lenders and Agents continue to reserve all rights and obligations remedies available to Lenders and Agent under the Credit Agreement and the Loan Documents, under law (including without limitation Article 9 of the parties shall be construed Uniform Commercial Code) and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementat equity.
(g) Section headings in In case any provision of or obligation under this Agreement are included for convenience only and are not Amendment shall be held by any court of competent jurisdiction to be used to construe invalid, illegal or interpret this Agreement.
(h) Noticesunenforceable in any jurisdiction, requeststhe validity, instructions legality and communications received by enforceability of the parties at their respective principal places of business, as indicated aboveremaining provisions or obligations, or at of such provision or obligation in any other address as a party may have designated in writingjurisdiction, shall not in any way be deemed to have been properly givenaffected or impaired thereby.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)
Miscellaneous. (a) No Executive acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Furthermore, the parties acknowledge that monetary damages alone would not be an adequate remedy for any breach by Executive of Section 12 or Section 13 of this Agreement. Accordingly, Executive agrees that any breach by Executive of Section 12 or Section 13 of this Agreement shall entitle the Company, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach. The parties understand and intend that each restriction agreed to by Executive hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be amended enforced in whole or modified in part as the circumstances warrant. In the event that any manner except restriction in this Agreement is more restrictive than permitted by a written agreement properly authorized and executed by both parties hereto and approved by the Trust law in the manner jurisdiction in which the Company seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in Section 6(b) hereofaddition to, and not in lieu of, any other rights or remedies that the Company may have at law or in equity.
(b) Neither party to Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided, however, that the Company shall be liable have the right to delegate its obligation of payment of all sums due to Executive hereunder, provided that such delegation shall not relieve the other party for consequential damages under Company of any provision of this Agreementits obligations hereunder.
(c) This Agreement During the term of this Agreement, the Company (i) shall be governed byindemnify and hold harmless Executive and his heirs and representatives as, and to the provisions of this Agreement extent, provided in the Company’s bylaws and (ii) shall be construed cover Executive under the Company’s directors’ and interpreted under officers’ liability insurance on the same basis as it covers other senior executive officers and in accordance with, the laws directors of the State of DelawareCompany.
(d) This Agreement constitutes and embodies the entire full and complete understanding and agreement between of the parties hereto with respect to Executive’s employment by the Company, supersedes all prior understandings and supersedes any prior agreement agreements, whether oral or written, between Executive and the Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged (it being understood that, pursuant to Section 7, Share Awards shall govern with respect to the subject matter hereof, whether oral thereof). The invalidity or writtenpartial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
(e) This Agreement may shall inure to the benefit of, be executed by binding upon and enforceable against, the parties hereto on any number of counterpartsand their respective successors, heirs, beneficiaries and all of the counterparts taken together shall be deemed to constitute one and the same instrumentpermitted assigns.
(f) If any part, term or provision of The headings contained in this Agreement is held to be illegal, are for convenience of reference only and shall not affect in conflict with any law way the meaning or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision interpretation of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) NoticesAll notices, requests, instructions demands and other communications received by the parties at their respective principal places of business, as indicated above, required or at such other address as a party may have designated permitted to be given hereunder shall be in writing, writing and shall be deemed to have been properly givenduly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable national overnight delivery service (e.g. Federal Express) for overnight delivery to the Company at its principal executive office or to Executive at his address of record in the Company’s records, or to such other address as either party may hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery service for overnight delivery.
(h) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona without reference to principles of conflicts of laws and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the County of Pima, State of Arizona.
(i) No affiliated personThis Agreement may be executed simultaneously in two or more counterparts, employeeeach of which shall be deemed an original, agent, director, partner, officer or manager but all of which together shall constitute one of the Subadviser shall be liable at law or in equity for same instrument. The parties hereto have executed this Agreement as of the Subadviser's obligations under this Agreementdate set forth above.
(j) Executive represents and warrants to the Company that he or she has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement to which Executive is a party.
(k) The terms "vote Company represents and warrants to Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with any agreement to which the Company is a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Actparty.
Appears in 6 contracts
Samples: Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc)
Miscellaneous. (a) No Notice given pursuant to any of the provisions of this Agreement Agreement, except for borrowing instructions, shall be in writing and shall be mailed or delivered (a) if to the Fund, at its office at American International Plaza Building, Tenth Floor, 000 Xxxxx Xxxxxx Avenue, San Xxxx, Puerto Rico 00918, (b) if to the Dealer, at its offices at 000 Xxxxx Xxxxxx Avenue, San Xxxx, Puerto Rico 00918. Any notice may be amended made by telex, facsimile, or modified telephone, but if so shall be subsequently confirmed in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofwriting.
(b) Neither party to The legal fees and expenses incurred by the Fund in connection with the preparation and execution of this Dealer Agreement shall be liable to for the other party for consequential damages under any provision account of the Fund and the legal fees and expenses incurred by the Dealer in connection with the preparation and execution of this AgreementDealer Agreement shall be for the account of the Dealer.
(c) This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of DelawarePuerto Rico.
(d) This Agreement constitutes The Dealer acknowledges that, without notice to, consultation with, or consent by, the entire agreement between Dealer, the Fund may enter into similar agreements with other parties hereto and supersedes any prior agreement with respect relating to the subject matter hereofissuance, whether oral purchase, or writtensale of Notes.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and each of which will be deemed an original, but all of the counterparts taken which together shall be deemed to will constitute one and the same instrument.
(f) If any part, term or provision of this This Agreement is held to may only be illegal, in conflict with any law or otherwise invalid, amended by a written instrument executed by the remaining portion or portions shall be considered severable and not be affected, Fund and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementDealer.
(g) Section headings You agree that in this Agreement are included for convenience the event of a default by the Fund under a series of Notes you will only seek recourse against the assets of the Fund securing, as of the occurrence of the event of default, such series of Notes and are not to be used to construe or interpret this Agreementthe assets securing any other series of Notes of the Fund.
(h) NoticesIf any one or more of the covenants, requestsagreements, instructions and communications received by the parties at their respective principal places of business, as indicated aboveprovisions, or at terms of this Dealer Agreement which is not essential to the effectuation or the basic purpose of this Dealer Agreement is held invalid for any reason whatsoever, then such other address as a party may have designated in writingcovenants, agreements, provisions or terms shall be deemed to have been properly given.
(i) No affiliated personseverable from the remaining covenants, employeeagreements, agent, director, partner, officer provisions or manager terms of this Dealer Agreement and shall in no way affect the validity or enforceability of the Subadviser shall be liable at law or in equity for other provisions of this Dealer Agreement. The parties agree that the Subadviser's obligations under provisions of Section 4 and 12(h) of this agreement are essential to the effectuation of the basic purpose of this Dealer Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Dealer Agreement (Tax-Free High Grade Portfolio Target Maturity Fund for Puerto Rico Residents, Inc.), Dealer Agreement (Tax Free Fund for Puerto Rico Residents, Inc.), Dealer Agreement (Tax Free Fund II for Puerto Rico Residents, Inc.)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalid. This Agreement shall be construed as if drafted jointly by both orders of the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementSEC thereunder.
(g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect.
(h) Noticesc. If any provision of this Agreement shall be held or made invalid by a court decision, requestsstatute, instructions and communications received by rule or otherwise, the parties at their respective principal places remainder of businessthis Agreement shall not be affected hereby and, as indicated aboveto this extent, or at such other address as a party may have designated in writing, the provisions of this Agreement shall be deemed to have been properly givenbe severable.
(i) No affiliated person, employee, agent, director, partner, officer or manager d. Nothing herein shall be construed as constituting the Adviser as an agent of the Subadviser shall be liable at law Trust or in equity for the Subadviser's obligations under this AgreementFund.
(j) e. The terms names "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "controlIntegrity Managed Portfolios" and "assignmentTrustees of Integrity Managed portfolios" shall have refer respectively to the meanings ascribed Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated August 10, 1990, to which reference is hereby made and a copy of such Declaration of Trust is on file at the office of the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "Integrity Managed Portfolios" entered into in the 1940 Actname or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust for the enforcement of any claims against the Trust.
Appears in 6 contracts
Samples: Investment Advisory Agreement (Integrity Managed Portfolios), Investment Advisory Agreement (Integrity Managed Portfolios), Investment Advisory Agreement (Integrity Managed Portfolios)
Miscellaneous. (a) No provisions 8. This Agreement constitutes the entire understanding of this Agreement the parties with regard to the subject matter, supersedes all written and oral agreements with respect to the same and may not be amended waived, modified, changed, discharged, terminated, revoked or modified in any manner canceled except by a written agreement properly authorized and executed by both parties hereto and approved writing signed by the Trust in the manner set forth in Section 6(b) hereofparty against which enforcement thereof is sought.
(b) Neither 9. Each party to this Agreement shall be liable to indemnify the other party for consequential against any loss, cost or damages under (including reasonable attorney's fees and expenses) incurred as a result of such parties' breach of any provision of representation, warranty, or covenant contained in this Agreement.
(c) 10. This Agreement shall be governed by, and the provisions of this Agreement shall be construed by and interpreted under and in accordance with, with the laws of the State of Delaware.
(d) This New York affecting contracts made in and to be performed in such State without giving effect to principles governing choice of laws, irrespective of the domicile of any party or the place of execution of this Agreement constitutes by any party or the entire agreement between location for performance of any of the terms hereof, and the parties hereto and supersedes any prior agreement with respect shall be subject to the subject matter hereofexclusive jurisdiction of the state and federal courts located in Nassau County, whether oral New York, United States of America. Facsimile signatures to this Agreement or writtenon any notice given hereunder shall be binding on all parties hereto.
(e) 11. This Agreement may be executed by the parties hereto on any number of in counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument.
(f) If any part12. The Subscriber hereby certifies that Subscriber has read and understands this Subscription Agreement, term that the representations and warranties made by the Subscriber in this Subscription Agreement are accurate on the date hereof, that Subscriber recognizes that the Company is relying on such representations and warranties and covenants and that they shall remain in effect through the closing of the sale of the Securities to Subscriber hereunder unless Subscriber notifies the Company otherwise.
13. All notices required or provision permitted to be given by either the Company or the Subscriber pursuant to the terms of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable in writing and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular partdeemed given when delivered personally or by facsimile, term or provision held by overnight or two day courier addressed to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places the last known address of business, as indicated above, the party or at such other address as a party may have designated request by notifying the other in writing, shall be deemed to have been properly given.
(i) No affiliated person14. The representations, employeewarranties, agentcovenants, directorindemnities, partner, officer or manager and agreements of the Subadviser parties contained herein shall be liable at law survive any termination or in equity for the Subadviser's obligations under expiration of this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 6 contracts
Samples: Subscription Agreement (Research Frontiers Inc), Subscription Agreement (Research Frontiers Inc), Subscription Agreement (Research Frontiers Inc)
Miscellaneous. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses; all notices, requests and other communications hereunder shall be in writing (aincluding facsimile) No and shall be given to the respective parties at their addresses as specified on the signature pages of this Agreement and shall be effective upon receipt; if any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected; this Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, both written and oral, between the parties, with respect to the subject matter hereof; this Agreement shall not be assigned, except that Parent may assign all or any of its rights and obligations hereunder to any affiliate of Parent; provided, however, that no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligations; the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties any rights or remedies; the parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity; the interpretation, validity and enforceability of this Agreement will be governed by the laws of the State of Delaware, notwithstanding any conflict of law provision; this Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument; this Agreement will become effective when each party has received counterparts hereof signed by all of the other parties; any provision of this Agreement may be amended or modified waived if such amendment or waiver is in any manner except by a written agreement properly authorized writing and duly executed by both parties hereto and approved by the Trust delivered, in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision case of this Agreement.
(c) This Agreement shall be governed byan amendment, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations each of the parties shall be construed and enforced as if or, in the Agreement did not contain case of a waiver, by the particular part, term or provision held party against whom the waiver is to be illegal effective; no failure or invalid. This Agreement shall be construed as if drafted jointly delay by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any provision of this Agreement.
(g) Section other right, power or privilege; the headings contained in this Agreement are included for convenience reference purposes only and are will not to be used to construe in any way affect the meaning or interpret interpretation of this Agreement.
(h) Notices; from time to time, requestsat the request of Parent, instructions and communications received by in the parties at their respective principal places case of business, as indicated abovethe Stockholder, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager the request of the Subadviser Stockholder, in the case of Parent, and without further consideration, each party shall execute and deliver or cause to be liable at law executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or in equity for desirable to consummate the Subadviser's obligations under transactions contemplated by this Agreement; EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Stockholder Support Agreement (Cit Group Inc), Stockholder Support Agreement (Cit Group Inc), Stockholder Support Agreement (Cit Group Inc)
Miscellaneous. (a) No party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance with Section 7, no provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreementhereto.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser Citigroup and Subadviser each Company and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of a Company are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
(j) Nothing contained in this Agreement is intended to or shall require Citigroup, in any capacity hereunder, to perform any functions or duties on any day other than a Fund business day. Functions or duties normally scheduled to be performed on any day which is not a Fund business day shall be performed on, and as of, the next Fund business day, unless otherwise required by law.
(k) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser Citigroup shall be liable at law or in equity for the SubadviserCitigroup's obligations under this Agreement.
(jl) The terms "vote of a majority Each of the outstanding voting securities"undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, "interested person"when executed and delivered, "affiliated person," "control" will constitute a legal, valid and "assignment" shall have binding obligation of the meanings ascribed thereto party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the 1940 Actrights and remedies of creditors and secured parties.
Appears in 5 contracts
Samples: Services Agreement (Isi Strategy Fund Inc), Services Agreement (Isi Strategy Fund Inc), Services Agreement (Managed Municipal Fund Inc)
Miscellaneous. (a) No provisions provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofparties.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and the provisions thereof interpreted under and in accordance with, with the laws of the State of DelawareNebraska.
(dc) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, hereof whether oral or written.
(ed) This The parties may execute this Agreement may be executed by the parties hereto on or any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fe) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedaffected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both .
(f) In the Adviser and Subadviser and no presumptions shall arise favoring any event either party by virtue of authorship of any provision is unable to perform its obligations under the terms of this AgreementAgreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other party resulting from such failure to perform or otherwise from such causes.
(g) NLD shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by NLD or its affiliates.
(h) Any controversy or claim arising out of, or related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators (or by fewer arbitrator(s), if the parties subsequently agree to fewer) in the State of Nebraska, in accordance with the rules then obtaining of FINRA, and the arbitrators’ decision shall be binding and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
(i) Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(hj) Notices, requests, instructions All notices and other communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated hereunder shall be in writing, shall be deemed to have been properly given when received, and shall be given to the following addresses (or such other addresses as to which notice is given): AdvisorOne Funds Northern Lights Distributors, LLC c/o Gemini Fund Services, LLC Attn: President 00000 Xxxxxx Xxxxxx, Suite 2 00000 Xxxxxx Xxxxxx Omaha, NE 68130 Xxxxx, XX 00000
(k) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
(il) No affiliated person, employee, agent, director, partner, officer or manager Each of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under undersigned expressly warrants and represents that they have full power and authority to sign this Agreement.
(j) The terms "vote of a majority Agreement on behalf of the outstanding voting securities", "interested person", "affiliated person," "control" party indicated and "assignment" shall have that their signature will bind the meanings ascribed thereto in party indicated to the 1940 Actterms hereof.
Appears in 5 contracts
Samples: Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties Parties hereto and approved and, if required by the Trust in 1940 Act, by a vote of a majority of the manner set forth in Section 6(b) hereofoutstanding voting securities of the Fund.
(b) Neither party to this Agreement shall be liable to the other party Party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware; provided, however, that applicable federal law shall apply if such law preempts relevant state law.
(d) This Agreement constitutes the entire agreement between the parties Parties hereto and supersedes any prior agreement between those Parties with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties Parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties Parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties Parties at their respective principal places of business, as indicated above, or at such other address as a party Party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "“vote of a majority of the outstanding voting securities"”, "“interested person"”, "“affiliated person," "” “control" ” and "“assignment" ” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
(j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature shall bind the Party indicated to the terms hereof and each Party hereto warrants and represents that this Agreement, when executed and delivered, shall constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(k) The provisions of Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of Section 11(a), Sections 12-13, and Sections 15-17 shall survive any termination of this Agreement.
Appears in 5 contracts
Samples: Investment Advisory Agreement (Cross Shore Discovery Fund), Investment Advisory Agreement (Cross Shore Discovery Fund), Investment Advisory Agreement (Peachtree Alternative Strategies Fund)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto hereto, subject to the requirements of the 1940 Act and approved by the Trust in the manner set forth in Section 6(b) hereofrules thereunder.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser Advisor and Subadviser Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser Sub-advisor shall be liable at law or in equity for the Subadviser's Sub-advisor’s obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "“control" ” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Co Sub Advisory Agreement (Investment Managers Series Trust), Co Sub Advisory Agreement (Investment Managers Series Trust), Co Sub Advisory Agreement (Investment Managers Series Trust)
Miscellaneous. (a) No provisions The parties accept the terms and conditions of the funding as set forth herein by executing this Agreement in the space set forth below. In indicating their acceptance of the terms and conditions of the funding set forth herein, the parties also represent and warrant that they have full corporate power and authority and have received all corporate and governmental authorizations and approvals as may be required to enter into and perform their obligations under this Agreement, that they will maintain this Agreement as part of their corporate records, and that at all time they will adhere to the terms and conditions set forth herein. The parties further agree that this Agreement may be amended or modified executed in any manner except by a written agreement properly authorized separate counterparts, each of which shall be considered an original and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party that no amendment may be made to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) except in a writing executed by all parties hereto. This Agreement shall be governed byby the statutory and common law of the United States and, and to the provisions of this Agreement shall be construed and interpreted under and in accordance withextent state law is applicable, by the laws of the State of Delaware.
Georgia (d) This Agreement constitutes without giving effect to choice of law principles included therein). No delay on the entire agreement between part of a party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the parties hereto exercise of any other right, power or privilege or be construed to be a waiver of any default under this Agreement. No waiver of any default shall be effective unless in writing and supersedes any prior agreement with respect to signed by an authorized officer of the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterpartsparty waiving such default, and all of the counterparts taken together no such waiver shall be deemed to be a waiver of a subsequent default or be deemed to be a continuing waiver; the parties agree that each party shall be solely liable and responsible for the actions of their agents or employees, and that each counterparty shall be entitled to rely on the actions of such agents or employees. No course of dealing between the parties, or their agents or employees, shall be effective to change, modify or discharge any provision of this Agreement or to constitute one and the same instrument.
(f) a waiver of any default hereunder. If any part, term or provision of this Agreement is held invalid or unenforceable to be illegal, any extent or in conflict with any law or otherwise invalidapplication, the remaining portion remainder of this agreement, or portions application of such provision to different persons or circumstances or in different jurisdictions, shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementaffected thereby.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Ahp Homeownership Set Aside Program Agreement, Ahp Homeownership Set Aside Program Agreement, Ahp Homeownership Set Aside Program Agreement
Miscellaneous. (a) No This Agreement, together with the Registration Rights Agreement, constitute the entire agreement between the Subscriber and the Company with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Agreement may be amended waived, or modified in any manner except consent for the departure therefrom granted, only by a written agreement properly authorized and document executed by both parties hereto and approved by the Trust in party entitled to the manner set forth in Section 6(b) hereofbenefits of such terms or provisions.
(b) Neither party to The representations and warranties of the Company and the Subscriber made in this Agreement shall be liable to survive the other party for consequential damages under any provision execution and delivery hereof and delivery of this Agreementthe Common Stock and the Warrants contained in the PPO Units.
(c) This Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withtransactions contemplated hereby, whether or not the laws of the State of Delawaretransactions contemplated hereby are consummated.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of in one or more original or facsimile counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which shall together constitute one and the same instrument.
(fe) If any part, term or Each provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedseparable and, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term for any reason any provision or provision held provisions hereof are determined to be illegal invalid or invalid. This Agreement contrary to applicable law, such invalidity or illegality shall be construed as if drafted jointly by both not impair the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue operation of authorship of any provision or affect the remaining portions of this Agreement.
(f) Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
(g) Section headings in this Agreement are included The Subscriber understands and acknowledges that there may be multiple Closings for convenience only and are not to be used to construe or interpret this Agreementthe Offering.
(h) Notices, requests, instructions and communications received by The Subscriber hereby agrees to furnish the parties at their respective principal places of business, as indicated above, or at Company such other address information as a party the Company may have designated in writing, shall be deemed request prior to have been properly giventhe Closing with respect to its subscription hereunder.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Subscription Agreement (WaferGen Bio-Systems, Inc.), Subscription Agreement (WaferGen Bio-Systems, Inc.), Subscription Agreement (La Cortez Energy, Inc.)
Miscellaneous. (a) No provisions of this This Agreement may shall inure to the benefit of, and be amended binding upon, the Company and its subsidiaries and affiliates, together with their successors and assigns, and Employee, together with his or modified in any manner except by a written agreement properly authorized her executors, administrators, personal representatives, heirs and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoflegatees.
(b) Neither Any notice or request hereunder shall be in writing and shall be given by hand delivery, mail, telecopy or similar transmission addressed as set forth beside the name of each party to at the end of this Agreement shall be liable or to any such other address as either party may specify to the other party for consequential damages under any provision by written notice. Such notice or request shall be deemed to have been given and received only on and after receipt by the designated individual (specifically the President, in the case of this Agreementthe Company), effective as of the date of such authorized recipient's actual receipt of such notice or request if received during normal business hours on a normal business day or as of the first business day after receipt if given after normal business hours or on a day other than a normal business day.
(c) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF GEORGIA AS THEY APPLY TO A CONTRACT EXECUTED, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareDELIVERED AND PERFORMED ENTIRELY IN SUCH STATE.
(d) This Agreement constitutes the entire agreement between the parties hereto merges and supersedes any all prior agreement with respect to the subject matter hereofand contemporaneous agreements, undertakings, covenants or conditions, whether oral or written, express or implied, to the extent they contradict or conflict with the provisions hereof.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
(f) If This Agreement may be modified only by a written instrument signed by each of the parties hereto. No waiver shall be effective unless made in writing and signed by the party against whom enforcement is sought.
(g) Should any part, term aspect or provision of this Agreement is held to be illegal, in conflict with prove invalid or unenforceable for any law or otherwise invalidreason, the remaining portion remainder of this Agreement shall nonetheless be fully enforced to the fullest extent permitted by law, regardless of whether the invalid or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term unenforceable aspect or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both is facially severable from the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision remainder of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are ; provided that if a court of competent jurisdiction holds any covenant herein invalid by reason of its duration or its geographic or business scope, then the court shall have the power to rewrite or reform such covenant so as not to be used to construe or interpret this Agreementinvalid under applicable law.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Employment Agreement (Tekgraf Inc), Employment Agreement (Tekgraf Inc), Employment Agreement (Tekgraf Inc)
Miscellaneous. (a) No provisions The rights granted to Purchaser hereunder may not be assigned to any other person; provided, however, that Purchaser may assign any or all of this Agreement may be amended its rights and interests hereunder to one or modified more of its wholly-owned subsidiaries and designate one or more of its wholly-owned subsidiaries to perform its obligations hereunder (in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by or all of which cases, Purchaser shall nonetheless remain responsible for the Trust in the manner set forth in Section 6(b) hereofperformance of all of its obligations hereunder).
(b) Neither Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given or delivered upon the earlier of (i) personal delivery to the address set forth below, or (ii) in the case of notice by Federal Express or other reputable overnight courier service, two (2) business days after delivery to such courier service, addressed to the party to this Agreement shall be liable notified as follows: if to the other Company or Purchaser, at the address of such party for consequential damages under any provision of this set forth in the Stock Purchase Agreement.
(c) This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of DelawareNew York without regard to conflict-of-laws principles which would require the application of the laws of another jurisdiction.
(d) This Agreement constitutes may not be amended or modified, and no provision hereof may be waived, without the entire agreement between written consent of the parties hereto Company and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtenPurchaser.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument.
(f) The provisions of Section 4(a) above to the contrary notwithstanding, the Company's obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed 30 days in any 12-month period if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be disclosed.
(g) If any part, term or provision of this Agreement is shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in conflict with any law manner affect or otherwise invalidrender illegal, the remaining portion invalid or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring unenforceable any party by virtue of authorship of any other provision of this Agreement.
(g) Section headings in , and this Agreement are included for convenience only and are shall be carried out as if any such illegal, invalid or unenforceable provision were not to be used to construe or interpret this Agreementcontained herein.
(h) NoticesAs used in this Agreement, requeststhe masculine, instructions feminine or neutral gender and communications received by the parties at their respective principal places of business, as indicated above, singular or at such other address as a party may have designated in writing, plural number shall be deemed to have been properly giveninclude the others whenever the context so indicates or requires.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Little Wing Partners L P), Registration Rights Agreement (Milestone Scientific Inc/Nj), Stock Purchase Agreement (Little Wing Partners L P)
Miscellaneous. (a) No provisions of Any notices required by this Agreement may shall: (i) be amended delivered by messenger or modified made in any manner except writing and mailed by a written agreement properly authorized certified mail, return receipt requested, with adequate postage prepaid; (ii) be deemed given when so delivered or mailed; and executed by both parties hereto and approved by the Trust (iii) in the manner set forth case of the Company, be delivered or mailed to its office at 1000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, Xxxxxxxx 22102-4213, Attn: Corporate Director of Human Resources, or in Section 6(b) hereofthe case of the Executive, be mailed to the last home address that the Executive has given to the Company.
(b) Neither party to The obligations and duties of the Executive under this Agreement are personal and not assignable by the Executive. This Agreement may and shall be liable assigned or transferred to, and shall be binding upon and shall inure to the other party for consequential damages under benefit of, any provision successor of this Agreement.
(c) This Agreement the Company, and any such successor shall be governed by, and deemed substituted for all purposes of the provisions “Company” under the terms of this Agreement shall be construed and interpreted under and (other than for the purpose of determining whether a Change in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral Control has occurred or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) potentially occur). If any part, term or provision of this Agreement is held to be illegal, in conflict with any law illegal or otherwise invalid, such illegality or invalidity shall not affect the remaining portion terms or portions provisions hereof, and each such remaining term and provision of this Agreement shall be considered severable enforced to the fullest extent permitted by law.
(c) If any dispute arises under this Agreement, such dispute shall be referred to a panel of three (3) arbitrators for resolution. Any such arbitration proceeding shall take place in Arlington or Fairfax County, Virginia. All disputes shall be resolved by a single arbitrator. The arbitrator will have the authority to award the same remedies, damages, and costs that a court could award. The American Arbitration Association’s Voluntary Labor Arbitration Rules shall govern procedures for the arbitration, unless the parties unanimously agree to adopt a different rule or rules.
(d) This Agreement may be altered, amended or modified only by written agreement signed by both the Executive and the Company. No oral modification of this Agreement, or of any part of this Agreement including this paragraph, shall have any force or effect. No waiver by either of such parties of their rights under this Agreement shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
(e) This Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreement(s) between the Company and the Executive relating to the termination of the Executive’s employment and the amounts payable under this Agreement. This Agreement shall not be affectedmodified or waived except by written instrument signed by the parties.
(f) To the extent not preempted by federal law, and the rights and obligations provisions of the parties this Agreement shall be construed and enforced as if in accordance with the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager laws of the Subadviser shall be liable at state of Virginia without reference to Virginia choice of law statutes or in equity for the Subadviser's obligations under this Agreementdecisions.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Employment Agreement (Alion Science & Technology Corp), Employment Agreement (Alion Science & Technology Corp), Employment Agreement (Alion Science & Technology Corp)
Miscellaneous. (a) No provisions This Agreement shall be effective for the duration of this Agreement may be amended the Acquired Funds' and the Acquiring Funds' reliance on the Rule, as interpreted or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in the manner set forth Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b) hereof6(a).
(b) Neither This Agreement may not be assigned by either party to without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be liable bound by the terms and conditions of this Agreement applicable to the other party for consequential damages under any provision assigning party. Any assignment in contravention of this AgreementSection shall be null and void.
(c) This Agreement shall be governed byExcept as expressly set forth herein, and the provisions of nothing in this Agreement shall be construed confer any rights upon any person or entity other than the parties hereto and interpreted under their respective successors and in accordance with, the laws of the State of Delawarepermitted assigns.
(d) This With the exception of Schedules A and B, no amendment, modification, or supplement of any provision of this Agreement constitutes the entire agreement between the parties hereto will be valid or effective unless made in writing and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtensigned by a duly authorized representative of each party.
(e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, each of which shall be deemed an original and all of the counterparts taken which together shall be deemed to constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.
(f) If In any partaction involving an Acquired Fund or an Acquiring Fund under this Agreement, term each Acquiring Fund or provision of this Agreement Acquired Fund agrees to look solely to the individual Acquiring Fund or Acquired Fund that is held to be illegal, involved in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable matter in controversy and not be affected, and the rights and obligations to any other series of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term Acquiring Funds or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementAcquired Funds.
(g) Section headings in The parties are hereby put on notice that no director/trustee, officer, employee, agent or shareholder of the Funds shall have any personal liability under this Agreement, and that this Agreement are included for convenience is binding only upon the assets and are not to be used to construe or interpret this Agreementproperty of the applicable Funds.
(h) Notices, requests, instructions and communications received by This Agreement constitutes the entire agreement of the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed with respect to have been properly given.
(iSection 12(d)(1) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law 1940 Act and the Rule thereunder. This Agreement supersedes all prior written or in equity for the Subadviser's obligations under oral and all contemporaneous oral agreements, understandings and negotiations with respect to this Agreementsubject matter.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Fund of Funds Investment Agreement (Bny Mellon Stock Funds), Fund of Funds Investment Agreement (BNY Mellon Advantage Funds, Inc.), Fund of Funds Investment Agreement (BNY Mellon Sustainable U.S. Equity Fund, Inc.)
Miscellaneous. (a) No provisions All headings contained in this Agreement are inserted for identification and convenience, and will not be deemed part of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoffor purposes of interpretation.
(b) Neither party If any provision of this Agreement is held invalid or unenforceable for any reason, but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the Parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.
(c) The delay or failure of either Party to exercise any rights hereunder will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or forfeiture is sought to be enforced. (d) This Agreement will constitute the exclusive terms and conditions with respect to the subject matter of this Agreement, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Partner, including subsequent to the date of this Agreement. This Agreement contains the final, complete and exclusive statement of the agreement between the Parties with respect to the transactions contemplated herein and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter of this Agreement are contained herein. In the event of a conflict between the Partner Terms and Conditions in this Exhibit 1 and any applicable Program Appendix, Program Guide(s), End User License Agreement or any other Program literature, the terms will be interpreted in the following order (1) the applicable Program Appendices, (2) the Partner Terms and Conditions, (3) the End User License Agreement, (4) the Program Guide and (5) any other program literature.
(e) Except as otherwise provided in Section 2, this Agreement may not be amended, supplemented or modified except by written instrument signed by authorized signatories of the Parties hereto, which instrument makes specific reference to this Agreement.
(f) This Agreement shall may be liable executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. The Parties may exchange signature pages electronically and such signatures will be effective to bind the Parties.
(g) The Parties acknowledge that they have each reviewed and participated in settling the terms of this Agreement. Furthermore, the Parties agree that any rule of construction to the other party for consequential damages under effect that any provision ambiguities are to be resolved against the drafting Party will not be employed in the interpretation or construction of this Agreement.
(ci) This Agreement shall be governed byhas been prepared, negotiated and signed in English, and English is the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision controlling language of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 5 contracts
Samples: Isv Certified Partner Agreement, Partner Terms and Conditions, Isv Certified Partner Agreement
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized Borrower acknowledges and executed by both parties hereto agrees that the representations and approved by the Trust in the manner warranties set forth in Section 6(b) hereof.
(b) Neither party herein are material inducements to Agent and the Lenders to deliver this Agreement. This Agreement shall be liable binding upon and inure to the other party for consequential damages under benefit of and be enforceable by the parties hereto, and their respective permitted successors and assigns. This Agreement and the Credit Agreement shall be read together as one document. No course of dealing on the part of Agent, the Lenders or any of their respective officers, nor any failure or delay in the exercise of any right by Agent or the Lenders, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. The failure at any time to require strict performance by Borrower of any provision of this Agreement.
(c) the Loan Documents shall not affect any right of Agent or the Lenders thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Agent and/or the Lenders, as applicable. No other Person shall be entitled to claim any right or benefit hereunder, including, without limitation, the status of a third party beneficiary hereunder other than Secured Parties. This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of Delaware.
(d) California without reference to conflicts of law rules. If any provision of this Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed herefrom or therefrom, as applicable, and the remaining parts shall remain in full force as though the invalid, illegal or unenforceable portion had never been a part hereof or thereof, as applicable. This Agreement constitutes shall be construed without regard to any presumption or rule requiring that it be construed against the entire agreement between party causing this Agreement or any part hereof to be drafted. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) substantive provisions of this Agreement. This Agreement may be executed by the parties hereto on in any number of counterparts, and including by electronic or facsimile transmission, each of which when so delivered shall be deemed an original, but all of the such counterparts taken together shall be deemed to constitute but one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Reporting Extension Agreement and Waiver (Wageworks, Inc.), Reporting Extension Agreement (Wageworks, Inc.), Reporting Extension Agreement (Wageworks, Inc.)
Miscellaneous. (a) A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of New York, excluding that body of law applicable to choice of law.
B. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement.
D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofeach party hereto.
(b) Neither party to E. The captions in this Agreement shall be liable to are included for convenience of reference only, and in no way define or delimit any of the other party for consequential damages under any provision of this Agreementprovisions hereof or otherwise affect their construction or effect.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) F. This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original but all of which together shall constitute one and the same instrument.
(f) G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
H. Except as otherwise provided herein, this Agreement may not be assigned by the Financial Product or PIMCO or DST without the prior written consent of the other. DST may assign this Agreement, in whole or in part, or subcontract certain of its obligations hereunder, to any domestic or foreign affiliate of DST.
I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Financial Product, PIMCO and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Financial Product or PIMCO. This Agreement is between DST, PIMCO and the Financial Product and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto.
J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.
K. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if drafted jointly no such forbearance or waiver had occurred.
L. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementparties.
(g) Section headings in this Agreement are included for convenience only and are not M. All notices to be used to construe given hereunder shall be deemed properly given if delivered in person or interpret this Agreement.
(h) Noticesif sent by U.S. mail, requestsfirst class, instructions and communications received by the parties at their respective principal places of business, as indicated abovepostage prepaid, or at if sent by facsimile and thereafter confirmed by mail as follows: If to DST: DST Systems, Inc. 0000 Xxxxxxxx, 0xx Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 Attn: Group Vice President-Full Service Facsimile No.: 000-000-0000 With a copy of non-operational notices to: DST Systems, Inc. 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 Attn: Legal Department Facsimile No.: 000-000-0000 If to the Financial Product: PIMCO Flexible Credit Income Fund c/o Pacific Investment Management Company, LLC 000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxx Facsimile No.: With a copy of non-operational notices to: Pacific Investment Management Company, LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Legal Department or to such other address as a party may have designated in writing, shall be deemed to have been properly specified in writing by the party to whom such notice is to be given.
N. DST and the Financial Product (including all agents of the Financial Product) agree that during any term of this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or offer employment to any employees of the other. Notwithstanding anything to the contrary, nothing will prohibit: (i) No affiliated personthe general solicitation for employment not specifically directed at employees of DST or PIMCO, employeeas applicable, agentand the hiring as a result thereof, directorand (ii) the hiring of anyone who initiates contact with DST or PIMCO regarding such employment.
O. The representations and warranties contained herein shall survive the execution of this Agreement. The representations and warranties contained in this Section, partner, officer or manager Section 27.O. and the provisions of Section 8 hereof shall survive the termination of the Subadviser shall be liable Agreement and the performance of services hereunder until any statute of limitations applicable to the matter at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" issues shall have the meanings ascribed thereto in the 1940 Actexpired.
Appears in 4 contracts
Samples: Agency Agreement (PIMCO California Flexible Municipal Income Fund), Agency Agreement (PIMCO Flexible Emerging Markets Income Fund), Agency Agreement (PIMCO Flexible Credit Income Fund)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a. Executive represents and warrants that he is not a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to any agreement, contract or understanding, whether employment or otherwise, which would restrict or prohibit him from undertaking or performing employment in accordance with the other party for consequential damages under any provision terms and conditions of this Agreement.
(c) This Agreement shall be governed by, and the b. The provisions of this Agreement shall be construed are severable and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes if any prior agreement with respect to the subject matter hereof, whether oral one or written.
(e) This Agreement more provisions may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held determined to be illegalillegal or otherwise unenforceable, in conflict with any law whole or otherwise invalidin part, the remaining portion or portions shall provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction will remain binding and enforceable.
c. The rights and obligations of the Company under this Agreement inure to the benefit of, and will be considered severable binding on, the Company and not be affectedits successors and permitted assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement will inure to the benefit of, and will be binding upon, Executive and his heirs, personal representatives and permitted assigns; provided, however, Executive shall not be entitled to assign or delegate any of his rights and obligations under this Agreement without the prior written consent of the parties Company; provided, further, that the Company shall be construed and enforced as if not have the right to assign or delegate any of its rights or obligations under this Agreement did not contain except to a corporation, partnership or other business entity that is, directly or indirectly, controlled by the particular part, term or provision held Company.
d. Any notice to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in given under this Agreement are included for convenience only will be personally delivered in writing or will have been deemed duly given when received after it is posted in the United States mail, postage prepaid, registered or certified, return receipt requested, and are not if mailed to the Company, will be used addressed to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective its principal places place of business, as indicated aboveattention: Secretary, and if mailed to Executive, will be addressed to him at his home address last known on the records of the Company or at such other address or addresses as either the Company or Executive may hereafter designate in writing to the other.
e. The failure of either party to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party may have designated in writing, shall be deemed thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy will not constitute a waiver of such party's right to have been properly givenassert all other legal remedies available to it under the circumstances.
(i) No affiliated personf. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this AgreementWITHOUT REGARD TO CONFLICTS OF LAWS.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Employment Agreement (American Spectrum Realty Inc), Employment Agreement (American Spectrum Realty Inc), Employment Agreement (American Spectrum Realty Inc)
Miscellaneous. (a) No 10.1 In view of the fact that Lender is the majority shareholder in Borrower, Lender hereby agrees that, so long as it owns more than 1% of Borrower’s issued and outstanding share capital, it will not participate in any shareholder vote taken by Borrower in connection with this Agreement. This clause is in addition to, and without derogating from, the provisions of this Agreement applicable law that may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party apply to this Agreement in connection with its being an agreement between a corporation and individuals who are shareholders and directors of that corporation.
10.2 Lender shall be liable entitled, at any time and without requiring the consent of Borrower or any other individual, to assign all or any part of its rights under this Agreement, to any other entity. Borrower shall not be entitled to assign all or any part of its rights and/or obligations under this Agreement, without Lender’s advance written consent.
10.3 No Amendment to this Agreement, or any part thereof, shall be valid or binding upon the Parties unless drawn up in writing and signed by both Parties.
10.4 As used in this Agreement, the term “including”, and all derivations thereof, shall mean “including, without limitation”, unless expressly stipulated to the other party contrary. Where the context permits, use of the singular number includes the plural and vice versa and words denoting any gender shall include all genders. The Preamble, and any Appendices, Exhibits or Schedules to this Agreement, constitute an integral part hereof. Section headings are for consequential damages under any provision convenience purposes only, and may not be used in the construction or interpretation of this Agreement.
(c) This Agreement 10.5 No failure or delay on the part of any party in exercising any right and/or remedy to which it may be entitled hereunder and/or by law shall be governed by, and the provisions operate as a waiver by that party of any right whatsoever. No waiver of any right under this Agreement shall be construed and interpreted under and deemed as a waiver of any further or future right hereunder, whether or not such right is the same kind of right as was waived in accordance witha previous instance.
10.6 In case any provision of the Agreement shall be declared invalid, illegal or unenforceable, the laws validity, legality and enforceability of the State of Delawareremaining provisions shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(d) 10.7 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and replaces any previous agreements between the parties, if at all, whether oral written or writtenverbal, pertaining to any of the subject-matter hereof.
10.8 This Agreement shall be governed by and construed in accordance with the laws of Israel, without regard to its rules of conflict of laws. The parties hereby agree and submit to the exclusive jurisdiction of the competent courts in the city of Tel-Aviv, with respect to any claim or dispute arising out of and/or in connection with this Agreement. For this purpose, Borrower hereby gives notice that an address for service of court papers in any action relating to this Agreement shall be c/o HOMI Israel Ltd., 1 Aba Even Street, Mxxxxxxx Xxxx. X, Xxxxxxxx Xxxxxxx 00000, Xxxxxx.
10.9 Notices sent by one party to the other under this Agreement will be sent by registered mail to the addresses specified herein, delivered by hand, or transmitted by fax and will be deemed to have reached their destination within 5 days of being deposited with the Post Office for dispatch as registered mail (e) 10 days in the case of air mail), upon actual delivery when delivered by hand, and upon receipt of the recipient’s confirmation of receipt when sent by fax.
10.10 This Agreement may be executed by the parties hereto on in any number of counterparts, in original or by facsimile, and all of the counterparts taken together each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrumentagreement.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Loan Agreement (Hotel Outsource Management International Inc), Loan Agreement (Hotel Outsource Management International Inc), Loan Agreement (Hotel Outsource Management International Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement Assignment shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes California. Any waiver by either party of any prior agreement with respect breach of any term or condition of this Assignment shall not operate as a waiver of any other breach of such term or condition or of any other term or condition of this Assignment, nor shall any failure by either party to the subject matter hereofenforce any term or condition of this Assignment operate as a waiver of such term or condition of any other term or condition of this Assignment, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall nor constitute nor be deemed to constitute one a waiver or release of the other party for anything arising out of, connected with or based upon this Assignment. The parties each agree to execute and deliver such other documents, certificates and agreements, and to take such other actions as may be reasonably necessary or appropriate to carry out and further the same instrument.
(f) purposes of this Assignment. In the event of any litigation involving the parties to this Assignment to enforce any provision of this Assignment, to enforce any remedy available upon default under this Assignment, or seeking a declaration of the rights of either party under this Assignment, the prevailing party shall be entitled to recover from the other party such reasonable attorneys’ fees and costs as may reasonably be incurred, as awarded by the court hearing the matter. If any partterm, term covenant, condition or provision of this Agreement is Assignment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, in conflict with any law or otherwise invalid, void or unenforceable, the remaining portion remainder of the terms, covenants, conditions or portions provisions of this Assignment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Each person signing this Assignment warrants that s/he is authorized to do so, and by so doing binds the entity which s/he represents to perform the obligations set forth herein. This Assignment may be executed in counterparts and, when assembled, the counterparts shall be considered severable a single instrument. Facsimile signatures and not be affected, and the rights and obligations of the parties PDF format signatures sent by electronic mail shall be construed treated and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Actsame effect as original signatures.
Appears in 4 contracts
Samples: Consent to Assignment (Theravance Biopharma, Inc.), Consent to Assignment (Theravance Biopharma, Inc.), Consent to Assignment (Theravance Biopharma, Inc.)
Miscellaneous. (a) No provisions of This Agreement (including the Company’s representations, warranties, covenants and agreements in the Placement Agreement incorporated herein pursuant to Section 5(f) hereof) constitutes the entire understanding and agreement between the parties with respect to its subject matter, and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Agreement. This Agreement may be amended or modified only in any manner except by a written agreement properly authorized and executed by both parties hereto and approved writing signed by the Trust in parties hereto. The representations, warranties, covenants and agreements of the manner set forth in Section 6(b) hereofparties contained herein shall survive execution of this Agreement, delivery of the Shares and the Warrants and exercise of the Warrants.
(b) Neither This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party to this Agreement shall be liable and delivered to the other party for consequential damages under any provision of this Agreementparties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or pdf sent via electronic transmission.
(c) This Agreement shall be governed by, and the The provisions of this Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and interpreted under and in accordance withenforceable to the maximum extent possible, so long as such construction does not materially adversely effect the laws economic rights of the State of Delawareeither party hereto.
(d) This Agreement constitutes the entire agreement between the parties hereto All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and supersedes any prior agreement with respect shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the subject matter hereof, whether oral party to whom it is addressed at the following addresses or writtensuch other address as such party may advise the other in writing: To the Seller: as set forth on the signature page hereto. To the Buyer: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed.
(e) This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall only be instituted, heard and adjudicated (excluding appeals) in a state or federal court located in New York, and each party hereto knowingly, voluntarily and intentionally waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the exclusive personal jurisdiction of any such court in any such action, suit or proceeding. Service of process in connection with any such action, suit or proceeding may be executed served on each party hereto anywhere in the world by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced methods as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity specified for the Subadviser's obligations giving of notices under this Agreement.
(jf) The terms "vote of a majority Company agrees that the representations, warranties, covenants and agreements given by the Company in the Placement Agreement are incorporated by reference in full herein and the Investor shall be entitled to rely on such representations, warranties, covenants and agreements. The Company confirms that neither it nor any other person acting on its behalf has provided the Investor or its agents (which for this purpose do not include the Placement Agent) or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information, except as will be disclosed in the Disclosure Package and the Press Release and the Company's Form 6-K filed with the Commission in connection with the Transaction. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the outstanding voting securities"Company.
(g) This Agreement shall not be assigned by any party hereto, "interested person"without the express prior written consent of the Company or the Investor.
(h) The Investor has not directly or indirectly, "affiliated person," "control" and "assignment" shall have nor has any person acting on behalf of or pursuant to any understanding with the meanings ascribed thereto Investor, engaged in any transactions in the 1940 securities of the Company (including, without limitations, any Short Sales involving the Company’s securities) since the time that the Investor was first contacted by the Company or the Placement Agent regarding an investment in the Company. The Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. For purposes of this provision, a “Short Sale” means a sale of Ordinary Shares that is marked as a short sale and that is executed at a time when the Investor has no equivalent offsetting long position in the Ordinary Shares, exclusive of the Shares. For purposes of determining whether the Investor has an equivalent offsetting long position in the Ordinary Shares, all Ordinary Shares that would be issuable upon exercise in full of all options, warrants or convertible securities then held by the Investor (assuming that such options were then fully exercisable or convertible, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Investor. The Investor understands and acknowledges that the Commission currently takes the position that coverage of Short Sales “against the box” prior to the effective date of an applicable Registration Statement is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, complied by the Office of Chief Counsel, Division of Corporation Finance.
Appears in 4 contracts
Samples: Subscription Agreement (Orckit Communications LTD), Subscription Agreement (Orckit Communications LTD), Subscription Agreement (Orckit Communications LTD)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser Advisor and Subadviser Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser Sub-advisor shall be liable at law or in equity for the Subadviser's Sub-advisor’s obligations under this Agreement.
(j) The terms "“vote of a majority of the outstanding voting securities"”, "“interested person"”, "“affiliated person," "” “control" ” and "“assignment" ” shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of DelawareIllinois.
(b) This Agreement shall not be construed more strictly against Lender than against Borrower or Guarantor merely by virtue of the fact that the same has been prepared by counsel for Lender, it being recognized that Borrower, Guarantor and Lender have contributed substantially and materially to the preparation of this Agreement, and Borrower, Guarantor and Lender each acknowledges and waives any claim contesting the existence and the adequacy of the consideration given by the other in entering into this Agreement. Each of the parties to this Agreement represents that it has been advised by its respective counsel of the legal and practical effect of this Agreement, and recognizes that it is executing and delivering this Agreement, intending thereby to be legally bound by the terms and provisions thereof, of its own free will, without promises or threats or the exertion of duress upon it. The signatories hereto state that they have read and understand this Agreement, that they intend to be legally bound by it and that they expressly warrant and represent that they are duly authorized and empowered to execute it.
(c) Notwithstanding the execution of this Agreement by Lender, the same shall not be deemed to constitute Lender a venturer or partner of or in any way associated with Borrower or Guarantor nor shall privity of contract be presumed to have been established with any third party.
(d) This Agreement constitutes the entire agreement between the parties hereto Borrower, Guarantor and supersedes any prior agreement with respect to the subject matter hereofLender each acknowledges that there are no other understandings, whether agreements or representations, either oral or written, express or implied, that are not embodied in the Loan Documents and this Agreement, which collectively represent a complete integration of all prior and contemporaneous agreements and understandings of Borrower, Guarantor and Lender; and that all such prior understandings, agreements and representations are hereby modified as set forth in this Agreement. Except as expressly modified hereby, the terms of the Loan Documents are and remain unmodified and in full force and effect.
(e) This Agreement may be executed by shall bind and inure to the benefit of the parties hereto on any number of counterpartsand their respective heirs, executors, administrators, successors and all of the counterparts taken together shall be deemed to constitute one and the same instrumentassigns.
(f) If any part, term or provision of this Agreement is held Any references to be illegal, in conflict with any law or otherwise invalidthe “Note”, the remaining portion “Deed of Trust” or portions the “Loan Documents” contained in any of the Loan Documents shall be considered severable and not be affecteddeemed to refer to the Note, the Deed of Trust and the rights other Loan Documents as amended hereby. The paragraph and obligations of section headings used herein are for convenience only and shall not limit the parties substantive provisions hereof. All words herein which are expressed in the neuter gender shall be construed deemed to include the masculine, feminine and enforced as if neuter genders. Any word herein which is expressed in the Agreement did not contain the particular part, term singular or provision held to be illegal or invalid. This Agreement plural shall be construed as if drafted jointly by both deemed, whenever appropriate in the Adviser context, to include the plural and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementthe singular.
(g) Section headings This Agreement may be executed in this Agreement are included for convenience only and are not to be used to construe one or interpret this more counterparts, all of which, when taken together, shall constitute one original Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager Time is of the Subadviser shall be liable at law or in equity for the Subadviser's essence of each of Borrower’s obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Modification of Loan Documents (NNN 2003 Value Fund LLC), Modification of Deed of Trust and Other Loan Documents (NNN 2003 Value Fund LLC), Modification of Loan Documents (NNN 2003 Value Fund LLC)
Miscellaneous. (a) No If any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction in which made and to the provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust directly involved in the manner set forth controversy in Section 6(b) hereofwhich such judgment shall have been rendered.
(b) Neither No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement shall be liable operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies. No single or partial exercise of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of any other party for consequential damages under any provision of this Agreementright, power or remedy.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of in counterparts, and all each of the counterparts taken together which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart.
(d) All payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under any applicable Federal, state, or local tax laws. Any such withholding shall be based upon the most recent form W-4 filed by the Executive with the Company, and the Executive may from time to time revise such filing.
(e) This Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between the parties regarding the subject matter hereof, but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and any indemnification agreement. No change, alteration or modification hereof may be made except in writing signed by both parties hereto. Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the party against whom enforcement is being sought. Except as otherwise expressly provided herein, there are no other restrictions or limitations on the Executive’s activities following termination of employment. The headings in this Agreement are for convenience of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof.
(f) If any part, term or provision of this This Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties hereunder shall be construed in accordance with and enforced as if governed by the Agreement did not contain laws of the particular part, term or provision held state of California (disregarding any choice of law rules which might look to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship laws of any provision of this Agreementother jurisdiction).
(g) Section headings Except as otherwise expressly set forth in this Agreement are included for convenience only Agreement, upon the termination or expiration of the Employment Period, the respective rights and are not obligations of the parties shall survive such termination or expiration to be used the extent necessary to construe or interpret carry out the intentions of the parties as embodied under this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of the both parties.
(h) NoticesThe Executive acknowledges and agrees that the Offer Letter is hereby terminated in full, requestswithout further liability or obligation of either party thereunder, instructions other than for salary and communications received by the parties at their respective principal places bonus accrued and unpaid as of business, as indicated above, or at immediately prior to such other address as a party may have designated in writing, termination. Nuvve shall be deemed to have been properly givena third party beneficiary of this Section 13(h).
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Employment Agreement (Nuvve Holding Corp.), Employment Agreement (Nuvve Holding Corp.), Employment Agreement (NB Merger Corp.)
Miscellaneous. (a) No provisions of This Agreement (including the Company’s representations, warranties, covenants and agreements in the Underwriting Agreement incorporated herein pursuant to Section 4(f) hereof) constitutes the entire understanding and agreement between the parties with respect to its subject matter, and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Agreement. This Agreement may be amended or modified only in any manner except by a written agreement properly authorized and executed by both parties hereto and approved writing signed by the Trust in parties hereto. The representations, warranties, covenants and agreements of the manner set forth in Section 6(b) hereofparties contained herein shall survive execution of this Agreement, delivery of the Shares and the Warrant and exercise of the Warrant.
(b) Neither This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party to this Agreement shall be liable and delivered to the other party for consequential damages under any provision of this Agreementparties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or pdf sent via electronic transmission.
(c) This Agreement shall be governed by, and the The provisions of this Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and interpreted under and in accordance withenforceable to the maximum extent possible, so long as such construction does not materially adversely effect the laws economic rights of the State of Delawareeither party hereto.
(d) This Agreement constitutes the entire agreement between the parties hereto All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and supersedes any prior agreement with respect shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the subject matter hereof, whether oral party to whom it is addressed at the following addresses or writtensuch other address as such party may advise the other in writing: To the Company: as set forth on the signature page hereto. To the Investor: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed.
(e) This Agreement may shall be executed governed by and construed in accordance with the parties hereto on any number of counterparts, and all laws of the counterparts taken together shall be deemed to constitute one and State of New York, including without limitation Section 5-1401 of the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations New York General Obligations. Each of the parties shall be construed (a) submit to the non-exclusive jurisdiction of the Federal and enforced as if state courts in the Agreement did not contain Borough of Manhattan in The City of New York for the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship purpose of any provision action, suit or proceeding arising out of this Agreement.
(g) Section headings in or relating to this Agreement are included for convenience only or the transactions contemplated hereby, (b) agree that all claims in respect of any action, suit or proceeding may be heard and are determined by any such court, (c) waive to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agree not to commence any such action, suit or proceeding other than in such courts, and (e) waive, to the fullest extent permitted by applicable law, any claim that any action, suit or proceeding is brought in an inconvenient forum. Service of process in connection with any such action, suit or proceeding may be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received served on each party hereto anywhere in the world by the parties at their respective principal places of business, same methods as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity are specified for the Subadviser's obligations giving of notices under this Agreement.
(jf) The terms "vote of a majority Company agrees that the representations, warranties, covenants and agreements given by the Company in the Underwriting Agreement are incorporated by reference in full herein and the Investor shall be entitled to rely on such representations, warranties, covenants and agreements. The Company confirms that neither it nor any other person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information, except as will be disclosed in the Disclosure Package and the Press Release and the Company's Form 6-K filed with the Commission in connection with the offering and the transactions contemplated hereby. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the outstanding voting securities"Company.
(g) This Agreement shall not be assigned by any party hereto, "interested person"without the express prior written consent of the Company or the Investor.
(h) The Investor has not directly or indirectly, "affiliated person," "control" and "assignment" shall have nor has any person acting on behalf of or pursuant to any understanding with the meanings ascribed thereto Investor, engaged in any transactions in the 1940 securities of the Company (including, without limitations, any Short Sales involving the Company’s securities) since the time that the Investor was first contacted by the Company regarding an investment in the Company. The Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. For purposes of this provision, a “Short Sale” means a sale of Ordinary Shares that is marked as a short sale and that is executed at a time when the Investor has no equivalent offsetting long position in the Ordinary Shares, exclusive of the Shares. For purposes of determining whether the Investor has an equivalent offsetting long position in the Ordinary Shares, all Ordinary Shares that would be issuable upon exercise in full of all options, warrants or convertible securities then held by the Investor (assuming that such options were then fully exercisable or convertible, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Investor. The Investor understands and acknowledges that the Commission currently takes the position that coverage of Short Sales “against the box” prior to the effective date of an applicable Registration Statement is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, complied by the Office of Chief Counsel, Division of Corporation Finance.
Appears in 4 contracts
Samples: Subscription Agreement (Orckit Communications LTD), Subscription Agreement (Orckit Communications LTD), Subscription Agreement (Orckit Communications LTD)
Miscellaneous. (a) No provisions Each party shall pay the fees and expenses of this Agreement may be amended or modified in any manner except its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by a written agreement properly authorized such party incident to the negotiation, preparation, execution, delivery and executed by both parties hereto and approved by performance of the Trust in the manner set forth in Section 6(b) hereofTransactions Documents.
(b) Neither party to this This Agreement may be executed in two or more identical counterparts, all of which shall be liable considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party for consequential damages under any provision of this Agreementparty; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.
(c) This The headings of this Agreement are for convenience of reference and shall be governed bynot form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the provisions masculine and feminine.
(d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of Delaware.
(d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction.
(e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought.
(f) If Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, Inc. 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 Xxxxxxxxxx Xxxxxxx Xxxxxx & Xxxxxx, LLP 000 Xxxxxxxx, Suite 2170 Los Angeles, CA 90017 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx Xxxxxxx. to the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any partchange in address or facsimile number.
(g) This Agreement may not be assigned by Purchaser.
(h) This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, term nor may any provision hereof be enforced by, any other person.
(i) The representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents.
(j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law or the rules and regulations of the SEC.
(k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
(l) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them.
(m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedentitled to enforce such rights specifically (without posting a bond or other security), and the rights and obligations to recover damages by reason of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term any default or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.
(gn) Section headings This Agreement shall be governed by and construed in this Agreement are included for convenience only accordance with the laws of the State of New York applicable to contracts made and are not to be used to construe or interpret this Agreementperformed wholly within such state.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Save the World Air Inc), Securities Purchase Agreement (Save the World Air Inc), Securities Purchase Agreement (Save the World Air Inc)
Miscellaneous. (a) No provisions of The Owner will, as between the Parties, be liable for and duly pay all stamp duty (including any fine or penalty) on or relating to this Agreement may be amended or modified in and any manner except by a written agreement properly authorized and document executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofunder it.
(b) Neither party to this Agreement shall be liable Each Party will bear its own legal and other costs and expenses relating directly or indirectly to the other party for consequential damages under any provision negotiation, preparation and execution of this Agreement.
(ca) This A single or partial exercise or waiver of a right relating to this Agreement, or a failure or delay in exercising a right, will not prevent any other exercise of that right or the exercise of any other right.
(b) No waiver of any provision of this Agreement shall will be governed byeffective unless the same will be in writing and then such waiver will be effective only in the specific instance and for the purpose for which it is given.
27.3 Each Party will promptly execute all documents and do all things that any other Party from time to time reasonably requires of it to effect, and perfect or complete the provisions of this Agreement shall and any transaction contemplated by it.
27.4 This Agreement is governed by and is to be construed and interpreted under and in accordance with, with the laws in force in Queensland. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the State courts of DelawareQueensland and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
(d) 27.5 This Agreement constitutes embodies the entire understanding and agreement between the parties hereto and supersedes any prior agreement with respect Parties as to the subject matter hereofof this Agreement and, whether oral or writtento the extent that this Agreement is inconsistent with any prior agreement between the Parties, this Agreement will prevail over, and will replace, the inconsistent terms of the prior agreement.
(e) This 27.6 All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this Agreement may are merged in and superseded by this Agreement and will be executed by the parties hereto on of no force or effect whatever and no Party will be liable to any number other Party in respect of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrumentthose matters.
(f) If any part, term or 27.7 Each provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall will be deemed to have been properly givenbe separate and separable from the others of them.
(iSchedule 1) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.Reference Schedule
Appears in 4 contracts
Samples: Rail Connection Agreement, Rail Connection Agreement, Rail Connection Agreement
Miscellaneous. (a) No provisions The Credit Agreement and the obligations of this Agreement may be amended or modified in any manner except by a written agreement properly authorized the Credit Parties thereunder and executed by both parties hereto under the other Investment Documents, subject to the amendments and approved by the Trust in the manner agreements set forth in Section 6(b) hereofthis Agreement, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.
(b) Neither party The Credit Parties hereby represent and warrant as follows:
(i) Each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(ii) This Agreement shall has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be liable to limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iii) No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the other party for consequential damages under execution, delivery or performance by any provision Credit Party of this Agreement.
(c) This Agreement shall be governed byEach of the Credit Parties hereby affirms the Liens created and granted in the Loan Documents in favor of the Collateral Agent, for the benefit of the Collateral Agent, each Lender and each other holder of the Obligations, and the provisions of agrees that this Agreement shall be construed does not adversely affect or impair such liens and interpreted under and security interests in accordance with, the laws of the State of Delawareany manner.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on in any number of counterparts, each of which when so executed and delivered shall be an original, but all of the counterparts taken together which shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.
(fe) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Credit and Security Agreement (Progenity, Inc.), Credit and Security Agreement (Progenity, Inc.), Credit and Security Agreement (Progenity, Inc.)
Miscellaneous. (a) No provisions of this Agreement may be amended All representations, warranties, covenants, acknowledgements or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner other agreements set forth in Section 6(b) hereofthis Agreement made by an Acquiring Fund or an Acquired Fund, shall be considered to be made by the relevant Acquiring Company, on behalf of the Acquiring Fund, or the relevant Acquired Fund, on behalf of the Acquiring Fund, respectively.
(b) Neither party If an Acquiring Company or an Acquired Company does not have any Acquiring Funds or Acquired Funds, respectively, then any reference to this Agreement an Acquiring Fund or Acquired Fund shall be liable refer to the other party for consequential damages under any provision of this Agreementsuch Acquiring Company or Acquired Company.
(c) This Agreement shall be governed byExcept as expressly set forth herein, and the provisions of nothing in this Agreement shall be construed confer any rights upon any person or entity other than the parties hereto and interpreted under their respective successors and in accordance with, the laws of the State of Delawarepermitted assigns.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held determined to be invalid, illegal, in conflict with any law or otherwise invalidunenforceable, the remaining portion or portions shall provisions hereof will be considered severable and will not be affectedaffected thereby, and every remaining provision hereof will remain in full force and effect and enforceable to the rights fullest extent permitted by applicable law.
(e) The parties agree that no director/trustee, officer, employee, agent or shareholder of a Fund shall have any personal liability under this Agreement and obligations that this Agreement is binding only upon the assets and property of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. applicable Funds.
(f) This Agreement shall will be construed as if drafted jointly governed by both the Adviser and Subadviser and no presumptions shall arise favoring laws of the State of New York without regard to any party by virtue conflicts of authorship of any provision of this Agreementlaw principles.
(g) Section headings in this This Agreement are included for convenience only constitutes the entire agreement of the parties with respect to the subject matter hereof and are not to be used to construe supersedes any prior or interpret this Agreementcontemporaneous written or oral agreements, understandings and negotiations.
(h) NoticesThis Agreement may be executed in two or more counterparts, requests, instructions each of which is deemed an original but all of which together constitute one and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly givensame instrument.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Fund of Funds Investment Agreement (TCW ETF Trust), Fund of Funds Investment Agreement (Columbia ETF Trust II), Fund of Funds Investment Agreement (Pacer Funds Trust)
Miscellaneous. (a) No provisions The representations, warranties, indemnities and agreements of the Borrower, the Administrative Agent and the Lenders and each party's obligations under any and all thereof, shall survive the expiration or other termination of this Agreement may be amended or modified in any manner other Operative Document, except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofas expressly provided herein or therein.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of in separate counterparts, each of which when so executed and all of the counterparts taken together delivered shall be deemed to an original, but all such counterparts shall together constitute but one and the same instrument. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by the party or parties thereto.
(fi) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both binding upon and shall inure to the Adviser benefit of, and Subadviser shall be enforceable by, the parties hereto and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementtheir respective successors and permitted assigns.
(gii) Section headings in The Borrower may not assign any of its rights or obligations under this Agreement are included for convenience only and are not or the other Operative Documents except to be used to construe or interpret this Agreementthe extent expressly provided thereby.
(hiii) NoticesSubject to the provisions of clause (iv) below, requestsany Lender may assign its Notes, instructions and communications received by the parties at their respective principal places of businessin whole or in part, as indicated aboveprovided hereunder and in Section 10(c) hereof, to any Person (including an Affiliate, another lender or at other third party) which assignment shall be effected pursuant to an agreement substantially in the form of Exhibit B hereto. In addition, any Lender may, with the prior written consent of the Borrower, assign, in whole or in part, its Commitment in respect of the Aircraft to any other Person capable of meeting its funding obligation in respect of the assigned Commitment, which assignment shall be effected pursuant to an agreement substantially in the form of Exhibit B hereto, appropriately modified to relate to the assignment of a Commitment. Effective upon the assignment of any Commitment in accordance with this Section 24(c), such Lender shall be relieved of its obligations in respect of such Commitment to the extent the assignee thereof shall have become obligated in respect thereof.
(iv) Any assignment or transfer by such Lender hereunder shall be subject to the following conditions:
(A) The transferring Lender shall have first obtained the prior written consent of the Borrower, which consent shall not be unreasonably withheld (provided that no such consent shall be required if an Event of Default has occurred and is continuing), unless the proposed transferee is a Permitted Transferee in which case no such consent of the Borrower shall be required;
(B) The transferring Lender shall send the Borrower a written notice of such proposed transfer, setting forth the name and address of the proposed transferee, the amount of the transferring Lender's Notes proposed to be transferred and the proposed date on which such transfer will occur. Other than in respect of a transfer to a Permitted Transferee, Borrower will then have three (3) Business Days to request such additional information as it may reasonably require regarding such proposed transferee, or, if no such additional information is requested and such proposed transfer satisfies the other address as a party may have designated in writingrequirements of this Section 24(c), the Borrower shall be deemed to have been properly givenconsented to such proposed transfer. In the event that the Borrower requests additional information, it shall have three (3) Business Days from the time such additional information is provided to reject such proposed transfer, failing which, subject to satisfaction of the other requirements of this Section 24(c), the Borrower shall be deemed to have given its consent;
(C) as a result of any assignment or transfer, there shall be no more than three (3) lenders in the aggregate;
(D) no such assignment or transfer shall be in an amount less than $5,000,000;
(E) so long as no Event of Default shall have occurred or be continuing, no assignment or transfer shall, at the time of such assignment or transfer, increase the obligations (including, without limitation, in respect of withholding taxes or increased costs) of the Borrower under this Agreement or the Mortgage; and
(F) except as otherwise set forth herein, no participant in any Loan assigned or transferred hereunder shall have any rights directly against the Borrower. In the event a Lender, in accordance with this Section 24(c), assigns its interest in any Loan, together with its interest herein and in the other Operative Documents, in each case to the extent relating to such Loan, then all references to "the Lender" hereunder shall mean and refer to such assignee to the extent of such assignment, and any subsequent assignment by such assignee shall have a corresponding effect. Subject always to the foregoing, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto.
(iv) Notwithstanding the foregoing, the Administrative Agent may not assign or transfer its rights or obligations hereunder or under the other Operative Documents without the prior written consent of the Lenders, such consent not to be unreasonably withheld.
(vi) All costs and expenses in connection with any assignment or transfer permitted by this Section 24(c) (including any legal fees of counsel to the parties to the Operative Documents) shall be borne by the relevant transferring/assigning lender, except in the case of an assignment or transfer that is effected at the request of the Borrower or if an Event of Default shall have occurred and be continuing, in which case such costs and expenses (including reasonable legal fees) shall be borne by the Borrower.
(d) No affiliated personLender shall have any obligation or duty to the Borrower, employeeor to other Persons with respect to the transactions contemplated hereby except those obligations or duties of such Lender expressly set forth in this Agreement and the other Operative Documents, agent, director, partner, officer or manager of the Subadviser and no Lender shall be liable at law or in equity for the Subadviserperformance by any other party hereto of such other party's obligations under this Agreement.
(j) The terms "vote of a majority or duties hereunder. Without limitation of the outstanding voting securities"generality of the foregoing, "interested person"under no circumstances whatsoever shall any Lender be liable to the Borrower for any action or inaction on the part of the Administrative Agent in connection with the transactions contemplated herein, "affiliated person," "control" and "assignment" shall have whether or not such action or inaction is caused by willful misconduct or gross negligence of the meanings ascribed thereto in the 1940 ActAdministrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (Frontier Airlines Inc /Co/), Credit Agreement (Frontier Airlines Inc /Co/), Credit Agreement (Frontier Airlines Inc /Co/)
Miscellaneous. It is understood and agreed, further, that the Escrow Agent shall:
(a) No be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement may Agreement;
(b) be amended under no duty to accept any information from any person or modified in any manner except by a written agreement properly authorized entity other than the Fund or UMBFS, and executed by both parties hereto then only to the extent and approved by the Trust in the manner expressly provided for in this Agreement;
(c) act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or UMBFS pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties;
(d) be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or reasonable expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, negligence or willful misconduct;
(e) have no liability or duty to inquire into the terms and conditions of any subscriptions for Units, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature;
(f) be permitted to consult with counsel of its choice, at its own expense, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this subparagraph (f), nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, negligence or willful misconduct, all as provided in subparagraph (d) above;
(g) not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement;
(h) be entitled to refrain from taking any action other than to keep all property held by it in escrow hereunder until it shall be directed otherwise in writing by the Fund, or by a final judgment by a court of competent jurisdiction, provided that it shall be uncertain as to its duties and rights hereunder (including, without limitation, the receipt of conflicting instructions or directions from any of the parties hereto or any third parties);
(i) have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or UMBFS;
(j) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in subparagraph (l) hereof, at least sixty (60) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;
(i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate;
(ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent’s sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions.
(k) The General Partner may remove the Escrow Agent at any time (with or without cause) by giving at least sixty (60) days’ prior written notice and the Escrow Agent, upon the effective date of such removal, shall follow the process enumerated in Section 6(b6(j) hereof.
(bl) Neither party all deliveries and notices to the Escrow Agent shall be in writing, including by electronic mail and shall be sent or delivered to: All deliveries and notices hereunder to the Fund shall be in writing and shall be sent or delivered to: All deliveries and notices hereunder to UMBFS shall be in writing and shall be sent or delivered to:
(n) Nothing in this Agreement is intended to or shall be liable to confer upon anyone other than the other party for consequential damages under parties hereto any provision of this Agreement.
(c) legal or equitable right, remedy or claim. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of DelawareNew York without reference to the conflict of laws principles thereof and may be amended or settled only by a writing executed by the parties thereto. Each of the parties hereby waives the right to trial by jury.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(eo) This Agreement may be executed by the parties hereto on any number of in multiple counterparts, and all each of the counterparts taken together which shall be deemed to regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid. In addition, the remaining portion or portions shall transaction described herein may be considered severable conducted and not related documents may be affectedstored by electronic means. Copies, telecopies, facsimiles, electronic files and the rights and obligations other reproductions of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, original executed documents shall be deemed to have been properly givenbe authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.
(ip) No affiliated person, employee, agent, director, partner, officer or manager In order to comply with provisions of the Subadviser shall be liable at law USA PATRIOT Act of 2001, as amended from time to time, Escrow Agent may request certain information and/or documentation to verify, confirm and record identification of persons or in equity for entities who are parties to the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Escrow Agreement (Tactical Diversified Futures Fund L.P.), Escrow Agreement (Managed Futures Premier Graham L.P.), Escrow Agreement (Ceres Tactical Macro L.P.)
Miscellaneous. (aA) No provisions This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of each other party. The descriptive headings of the various sections of this Agreement may Amendment are inserted for convenience of reference only and shall not be amended deemed to affect the meaning or modified construction of any of the provisions hereof or thereof. The use of the word “including” in any manner except this Amendment shall be by a written agreement properly authorized and executed way of example rather than by both parties hereto and approved by limitation. The use of the Trust in the manner set forth in Section 6(b) hereofwords “and” or “or” shall not be inclusive or exclusive.
(bB) Neither party to this Agreement This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the parties hereto. This Amendment shall be liable to considered part of the other party Agreement and shall be a Transaction Document for consequential damages under any provision of this Agreementall purposes.
(cC) This Amendment, the Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withTransaction Documents constitute the final, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and thereof and may not be contradicted by evidence of prior, whether contemporaneous or subsequent oral or writtenagreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof.
(eD) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrumentTHIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT.
(fE) If ABGL may not assign, delegate or transfer this Amendment or any part, term of its rights or provision of this Agreement is held obligations hereunder. No rights are intended to be illegalcreated under this Amendment for the benefit of any third-party donee, creditor or incidental beneficiary. Nothing contained in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement this Amendment shall be construed as if drafted jointly by both a delegation to Agent or the Adviser Purchaser of ABGL’s duty of performance, including any duties under any account or contract in which the Agent or Purchaser have a security interest or lien. This Amendment shall be binding upon the parties hereto and Subadviser their respective successors and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementassigns.
(gF) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this AgreementABGL ACKNOWLEDGES THAT ITS PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR PURCHASER. ABGL HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND PURCHASER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER TRANSACTION DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Series a Preferred Unit Purchase Agreement (Aemetis, Inc), Series a Preferred Unit Purchase Agreement (Aemetis, Inc), Series a Preferred Unit Purchase Agreement (Aemetis, Inc)
Miscellaneous. (a) No Lender may transfer or assign, in whole or from time to time in part, to one or more persons, which shall be (A) an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended under the Securities Act; (B) shall be an Affiliate of Private Equity Management Group, Inc.; (C) shall not be a direct competitor of the Company to such Lender; and (D) which shall agree in writing to be bound by the terms and conditions of this Note, its rights hereunder in connection with the transfer of the Note by Lender to such person, provided that the Lender complies with all laws applicable thereto and provides written notice of assignment in the form attached hereto as Exhibit A to the Company promptly after such assignment is effected. The provisions of this Agreement may shall inure to the benefit of and be amended or modified in any manner except by a written agreement properly authorized binding upon the respective permitted successors and executed by both parties hereto and approved by assigns of the Trust in the manner set forth in Section 6(b) hereofparties.
(b) Neither party Subject to Section 8(a), above, nothing in this Agreement Note shall be liable construed to give to any person or corporation other than the Company and the Lender any legal or equitable right, remedy or cause under this Note. This Note shall inure to the other party for consequential damages under any provision sole and exclusive benefit of this Agreementthe Company and the Lender.
(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING.
(d) The prevailing party in a proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.
(e) The headings herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.
(f) In case any one or more of the provisions of this Note shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Note shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Note.
(g) No provision of this Note may be waived, amended or otherwise modified except in accordance with the requirements set forth in the Credit Agreement. No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.
(h) To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Lender in order to enforce any right or remedy under the Notes. Notwithstanding any provision to the contrary contained in the Notes, it is expressly agreed and provided that the total liability of the Company under the Notes for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Notes exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Notes is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate of interest applicable to the Notes from the effective date forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Lender with respect to indebtedness evidenced by the Notes, such excess shall be applied by such Lender to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Lender’s election.
(i) This note is one of the Notes referred to in the Credit Agreement. The Credit Agreement and the other Loan Documents referred to therein contain additional rights of the holder of, and the security for, this Note.
(j) This Note shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareCalifornia in all respects, including all matters of construction, validity and performance, without regard to the choice of law provisions thereof.
(dk) This Agreement constitutes In the entire agreement event of a conflict between the parties hereto provisions of this Note and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all provisions of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalidCredit Agreement, the remaining portion or portions latter shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementcontrol.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Second Lien Credit Agreement (Bakers Footwear Group Inc), Second Lien Credit Agreement (Bakers Footwear Group Inc), Second Lien Credit Agreement (Bakers Footwear Group Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalid. This Agreement shall be construed as if drafted jointly by both orders of the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementSEC thereunder.
(g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect.
(h) Noticesc. If any provision of this Agreement shall be held or made invalid by a court decision, requestsstatute, instructions and communications received by rule or otherwise, the parties at their respective principal places remainder of businessthis Agreement shall not be affected hereby and, as indicated aboveto this extent, or at such other address as a party may have designated in writing, the provisions of this Agreement shall be deemed to have been properly givenbe severable.
(i) No affiliated person, employee, agent, director, partner, officer or manager d. Nothing herein shall be construed as constituting the Adviser as an agent of the Subadviser shall be liable at law Trust or in equity for the Subadviser's obligations under this AgreementFund.
(j) e. The terms names "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "controlThe Integrity Funds" and "assignmentTrustees of The Integrity Funds" shall have refer respectively to the meanings ascribed Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust and Certificate of Trust dated October 31, 1997, to which reference is hereby made and a copy of such Certificate of Trust is on file at the office of the Secretary of State of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "The Integrity Funds" entered into in the 1940 Actname or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Integrity Funds), Investment Advisory Agreement (Integrity Funds), Investment Advisory Agreement (Integrity Funds)
Miscellaneous. (a) A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of New York, excluding that body of law applicable to choice of law.
B. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement.
D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofeach party hereto.
(b) Neither party to E. The captions in this Agreement shall be liable to are included for convenience of reference only, and in no way define or delimit any of the other party for consequential damages under any provision of this Agreementprovisions hereof or otherwise affect their construction or effect.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) F. This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original but all of which together shall constitute one and the same instrument.
(f) G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
H. Except as otherwise provided herein, this Agreement may not be assigned by the Fund or DST without the prior written consent of the other. Notwithstanding the foregoing, DST may assign this Agreement, in whole or in part, or subcontract certain of its obligations hereunder, to any domestic or foreign affiliate of DST, provided DST will make a good faith effort to provide general notice prior to commencing a full assignment to an affiliate.
I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Fund and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Fund. This Agreement is between DST and the Fund and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto.
J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.
K. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if drafted jointly no such forbearance or waiver had occurred.
L. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementparties.
(g) Section headings in this Agreement are included for convenience only and are not M. All notices to be used to construe given hereunder shall be deemed properly given if delivered in person or interpret this Agreement.
(h) Noticesif sent by U.S. mail, requestsfirst class, instructions and communications received by the parties at their respective principal places of business, as indicated abovepostage prepaid, or at if sent by facsimile and thereafter confirmed by mail as follows: If to DST: DST Systems, Inc. 0000 Xxxxxxxx, 0xx Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 Attn: Group Vice President-Full Service Facsimile No.: 000-000-0000 With a copy of non-operational notices to: DST Systems, Inc. 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 Attn: Legal Department Facsimile No.: 000-000-0000 If to the Fund: Blackstone / GSO Floating Rate Enhanced Income Fund 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: GSO Legal Facsimile No.: or to such other address as a party may have designated in writing, shall be deemed to have been properly specified in writing by the party to whom such notice is to be given.
N. DST and the Fund (i) No affiliated person, employee, agent, director, partner, officer or manager including all agents of the Subadviser shall be liable at law Fund) agree that, during any term of this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or in equity for offer employment to any employees of the Subadviser's obligations under this Agreementother.
(j) O. The terms "vote representations and warranties contained herein shall survive the execution of a majority this Agreement and the performance of services hereunder and the provisions of Section 8 of this Agreement shall survive the termination of the outstanding voting securities", "interested person", "affiliated person," "control" Agreement and "assignment" the performance of services hereunder until any statute of limitations applicable to the matter at issues shall have expired.
P. DST will not be precluded from offering services similar to those offered to the meanings ascribed thereto in Fund(s) to other parties, including competitors of the 1940 ActFund(s).
Appears in 4 contracts
Samples: Agency Agreement (Blackstone / GSO Floating Rate Enhanced Income Fund), Agency Agreement (Blackstone / GSO Floating Rate Enhanced Income Fund), Agency Agreement (Blackstone / GSO Secured Lending Fund)
Miscellaneous. (a) No provisions 1. In the event Bank is required at any time to refund or repay to any person for any reason any sums collected by it on account of the obligations subject to this Agreement, including but not limited to sums repaid to a Trustee in Bankruptcy as a result of an avoided preferential transfer or fraudulent conveyance, Guarantor agrees that all such sums shall be subject to the terms of this Agreement may and that Bank shall be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by entitled to recover such sums from Guarantor notwithstanding the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to fact that this Agreement shall be liable previously may have been returned to the other party for consequential damages Guarantor or that Guarantor previously may have been discharged from further liability under any provision of this Agreement.
(c) 2. Any notice, demand, or request by Bank to Guarantor or by Guarantor to Bank shall be in writing and shall be given in accordance with the Loan Agreement.
3. This Agreement shall be governed byconstitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between Guarantor and Bank with respect to the provisions subject matter hereof. If any clause, provision, or section of this Agreement is determined to be illegal or invalid by any court, the invalidity of such clause, provision, or section shall not affect any of the remaining clauses, provisions, or sections hereof and this Agreement shall be construed and interpreted under enforced as if such illegal or invalid clause, provision, or section had not been contained herein. In case any agreement or obligation contained in this Agreement be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of Guarantor, as the case may be, to the full extent permitted by law.
4. No set-off, claim, reduction, or diminution of any obligation or defense of any kind or nature, which Guarantor or the Borrower has or may have against Bank, shall be available hereunder to Guarantor against Bank.
5. No act of commission or omission of any kind or at any time on the part of Bank in respect of any matter whatsoever shall in any way effect or impair this Agreement. This Agreement is in addition to and no in substitution for or discharge of any other suretyship held by Bank.
6. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.
(d) This Tennessee. The invalidity or unenforceability of any one or more phrases, sentences, clauses, or provisions in this Agreement constitutes shall not affect the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral validity or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all enforceability of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision remaining portions of this Agreement is held to be illegal, in conflict with or any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidpart thereof.
7. This Agreement shall be construed as if drafted jointly by both bind Guarantor and Guarantor's successors and assigns and the Adviser benefits hereof shall inure to its successors and Subadviser and no presumptions shall arise favoring assigns. Bank may, without any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not notice whatsoever to be used to construe or interpret this Agreement.
(h) NoticesGuarantor, requestssell, instructions and communications received by the parties at their respective principal places of business, as indicated aboveassign, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer transfer all or manager any part of the Subadviser shall be liable at law Obligations, and in that event each and every immediate and successive assignee, transferee, or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote holder of a majority all or any part of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" Obligations shall have the meanings ascribed thereto in right to enforce this Agreement, by suit or otherwise, for the 1940 Actbenefit of such assignee, transferee, or holder, as fully as though such assignee, transferee, or holder were herein by name given such rights, powers, and benefits; provided, however, that Bank shall have an unimpaired right, prior and superior to that of any assignee, transferee, or holder, to enforce this Agreement for the benefit of Bank as to so much of the Obligation that Bank has not sold, assigned, or transferred.
Appears in 4 contracts
Samples: Guaranty and Suretyship Agreement (Symbion Inc/Tn), Guaranty and Suretyship Agreement (Symbion Inc/Tn), Guaranty and Suretyship Agreement (Symbion Inc/Tn)
Miscellaneous. (a) No provisions Each party shall pay the fees and expenses of this Agreement may be amended or modified in any manner except its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by a written agreement properly authorized such party incident to the negotiation, preparation, execution, delivery and executed by both parties hereto and approved by performance of the Trust in the manner set forth in Section 6(b) hereofTransactions Documents.
(b) Neither party to this This Agreement may be executed in two or more identical counterparts, all of which shall be liable considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party for consequential damages under any provision of this Agreementparty; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.
(c) This The headings of this Agreement are for convenience of reference and shall be governed bynot form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the provisions masculine and feminine.
(d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of Delaware.
(d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction.
(e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought.
(f) If Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, Inc. 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 to the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any partchange in address or facsimile number.
(g) This Agreement may not be assigned by Purchaser.
(h) This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, term nor may any provision hereof be enforced by, any other person.
(i) The representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents.
(j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law or the rules and regulations of the SEC.
(k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
(l) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them.
(m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedentitled to enforce such rights specifically (without posting a bond or other security), and the rights and obligations to recover damages by reason of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term any default or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.
(gn) Section headings This Agreement shall be governed by and construed in this Agreement are included for convenience only accordance with the laws of the State of New York applicable to contracts made and are not to be used to construe or interpret this Agreementperformed wholly within such state.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Save the World Air Inc), Securities Purchase Agreement (Save the World Air Inc), Securities Purchase Agreement (Save the World Air Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties Parties hereto and approved and, if required by the Trust in 1940 Act, by a vote of a majority of the manner set forth in Section 6(b) hereofoutstanding voting securities of the Fund.
(b) Neither party to this Agreement shall be liable to the other party Party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware; provided, however, that applicable federal law shall apply if such law preempts relevant state law.
(d) This Agreement constitutes the entire agreement between the parties Parties hereto and supersedes any prior agreement between those Parties with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties Parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties Parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties Parties at their respective principal places of business, as indicated above, or at such other address as a party Party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "“vote of a majority of the outstanding voting securities"”, "“interested person"”, "“affiliated person," "” “control" ” and "“assignment" ” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
(j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature shall bind the Party indicated to the terms hereof and each Party hereto warrants and represents that this Agreement, when executed and delivered, shall constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(k) The provisions of Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of Section 11(a), Sections 12-13, and Sections 15-18 shall survive any termination of this Agreement.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Peachtree Alternative Strategies Fund), Investment Advisory Agreement (Peachtree Alternative Strategies Fund), Investment Advisory Agreement (Peachtree Alternative Strategies Fund)
Miscellaneous. (ai) No provisions of this This Employment Agreement constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended amended, modified or modified supplemented in any manner respect, except by a subsequent written agreement properly authorized and document executed by both parties hereto hereto; (ii) the Company may assign or transfer this Employment Agreement or any right, claim or obligation provided herein, provided however that none of the Employee’s rights under this Agreement are thereby diminished. The obligations of the Employee hereunder shall not be assignable or delegable; (iii) all notices, requests and approved other communications to any party hereunder shall be given or made in writing and faxed, emailed, mailed (by registered or certified mail) or delivered by hand to the Trust in respective party at the manner address set forth in Section 6(bthe caption of this Employment Agreement, the Specific Terms or to such other address (or fax number or email address) hereof.
(b) Neither as such party to this Agreement shall be liable may hereafter specify for the purpose of notice to the other party for consequential damages under any provision hereto. Each such notice, request or other communication shall be effective (a) if given by fax or email, one (1) business day after such fax is transmitted to the fax number or email address specified herein with confirmation of this Agreement.
transmission, (b) if given by mail, four days following deposit in the mail, or (c) This if hand delivered, upon delivery; (iv) this Employment Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and enforced in accordance with, the laws of Israel without giving effect to principles of conflicts of law thereof. The parties submit to the State exclusive jurisdiction of Delaware.
the competent courts of Tel-Aviv Israel in any dispute related to this Employment Agreement; (dv) This Agreement constitutes the entire agreement parties hereby confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors; and supersedes any prior agreement with respect (vi) this Employment Agreement includes the terms to be contained in, and constitutes, the written notice to be delivered to the subject matter hereofEmployee pursuant to the Notice to Employee and Candidate (Employment Terms and Acceptance to Work), whether oral or written2002.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Employment Agreement (JFrog LTD), Employment Agreement (JFrog LTD), Employment Agreement (JFrog LTD)
Miscellaneous. (a) No provisions Each party shall pay the fees and expenses of this Agreement may be amended or modified in any manner except its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by a written agreement properly authorized such party incident to the negotiation, preparation, execution, delivery and executed by both parties hereto and approved by performance of the Trust in the manner set forth in Section 6(b) hereofTransactions Documents.
(b) Neither party to this This Agreement may be executed in two or more identical counterparts, all of which shall be liable considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party for consequential damages under any provision of this Agreementparty; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.
(c) This The headings of this Agreement are for convenience of reference and shall be governed bynot form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the provisions masculine and feminine.
(d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of Delaware.
(d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction.
(e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought.
(f) Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Issuer: QS Energy, Inc. 00000 XX 0000 Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 If to a Purchaser: To the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any partchange in address or facsimile number.
(g) This Agreement may not be assigned by Purchaser.
(h) This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, term nor may any provision hereof be enforced by, any other person.
(i) The representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents.
(j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby, except that no consultation shall be required if such disclosure is required by law or the rules and regulations of the SEC.
(k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
(l) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them.
(m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedentitled to enforce such rights specifically (without posting a bond or other security), and the rights and obligations to recover damages by reason of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term any default or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship breach of any provision of this Agreement, including the recovery of reasonable attorneys’ fees and costs, and to exercise all other rights granted by law.
(gn) Section headings This Agreement shall be governed by and construed in this Agreement are included for convenience only accordance with the laws of the State of California applicable to contracts made and are not to be used to construe or interpret this Agreementperformed wholly within such state.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (QS Energy, Inc.), Securities Purchase Agreement (QS Energy, Inc.), Securities Purchase Agreement (QS Energy, Inc.)
Miscellaneous. (a) No party to this Agreement shall be liable to another party for consequential damages under any provision of this Agreement.
(b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreementhereto.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser Adviser, Forum and Subadviser the Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated aboveaddresses, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) Nothing contained in this Agreement is intended to or shall require Forum, in any capacity hereunder, to perform any functions or duties on any day other than a Fund business day. Functions or duties normally scheduled to be performed on any day which is not a Fund business day shall be performed on, and as of, the next Fund business day, unless otherwise required by law.
(j) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
(k) No affiliated person, employee, agent, director, partner, officer or manager director of the Subadviser Forum shall be liable at law or in equity for the SubadviserForum's obligations under this Agreement.
(jl) All references to any law in this Agreement shall be deemed to include reference to the applicable rules and regulations promulgated under authority of the law and all official interpretations of such law or rules or regulations.
(m) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(n) The terms "vote of a majority of the outstanding voting securities", ," "interested person", "affiliated person," "controlaffiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Distribution and Subadministration Agreement (Century Capital Managment Trust), Distribution and Subadministration Agreement (Century Capital Managment Trust), Distribution and Subadministration Agreement (Century Shares Trust)
Miscellaneous. (a) No provisions Each party shall pay the fees and expenses of this Agreement may be amended or modified in any manner except its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by a written agreement properly authorized such party incident to the negotiation, preparation, execution, delivery and executed by both parties hereto and approved by performance of the Trust in the manner set forth in Section 6(b) hereofTransactions Documents.
(b) Neither party to this This Agreement may be executed in two or more identical counterparts, all of which shall be liable considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party for consequential damages under any provision of this Agreementparty; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.
(c) This The headings of this Agreement are for convenience of reference and shall be governed bynot form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the provisions masculine and feminine.
(d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of Delaware.
(d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction.
(e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought.
(f) If Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, Inc. 000 Xxxxxxx Xxxxxx Morgan Hill, CA 95037 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxxxxx Xxxxxxx Xxxxxx & Xxxxxx, LLP 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 to the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any partchange in address or facsimile number.
(g) This Agreement may not be assigned by Purchaser.
(h) This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, term nor may any provision hereof be enforced by, any other person.
(i) The representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents.
(j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law or the rules and regulations of the SEC.
(k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
(l) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them.
(m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedentitled to enforce such rights specifically (without posting a bond or other security), and the rights and obligations to recover damages by reason of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term any default or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.
(gn) Section headings in this This Agreement are included for convenience only and are not to the other Transaction Documents shall be used to construe or interpret this Agreement.
(h) Notices, requests, instructions construed and communications received governed by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager laws of the Subadviser shall be liable at law or in equity for State of California with respect to agreements wholly performed therein, and without regard to the Subadviser's obligations under this Agreementdoctrine known as conflicts of law.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Note Purchase Agreement (Save the World Air Inc), Note Purchase Agreement (Save the World Air Inc), Note Purchase Agreement (Save the World Air Inc)
Miscellaneous. (aA) No provisions The Parties agree that the state and federal courts in the State of New York shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoftransactions contemplated herein.
(bB) Neither party In the event any Party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing Party in any such proceeding shall be entitled to recover from the losing Party its costs of suit, including reasonable attorneys' fees, as may be fixed by the court.
(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either Party hereto without the prior written consent of the other.
(D) This Agreement, together with the Exhibits referred to herein which are incorporated herein by this reference, constitutes the entire agreement between the Parties hereto with respect to the transactions contemplated hereby and supersedes all prior verbal and written agreements and understandings related thereto.
(E) This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of New York including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.
(F) No supplement, modification, or amendment of this Agreement shall be liable to binding unless executed in writing by the other party for consequential damages under Parties. No waiver of any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in accordance with, writing by the laws of Party making the State of Delawarewaiver.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fG) If any part, term or provision of this Agreement hereof is held to be illegal, in conflict with any law or otherwise invalid, or unenforceable under present or future laws effective during the remaining portion or portions term hereof, such provision shall be considered severable and not be affected, and the rights and obligations of the parties fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the Agreement did remaining provisions hereof shall remain in full force and effect and shall not contain be affected by the particular partillegal, term invalid or unenforceable provision held to be illegal or invalidby its severance wherefrom. This Agreement Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received added automatically by the parties at their respective principal places of business, as indicated above, or at such other address Company as a party part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may have designated in writingbe possible and legal, shall be deemed to have been properly givenvalid and enforceable.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Consulting Agreement (Kenloc, Inc.), Consulting Agreement (Kenloc, Inc.), Consulting Agreement (Kenloc, Inc.)
Miscellaneous. (a) No The rights and duties of the parties shall not be assignable by either party, except that HOH may assign its rights but shall continue to guarantee its obligations, to any corporation or other business entity which is controlled by HOH, which controls HOH, or which is a successor by purchase, merger or otherwise to HOH. The heirs, successors, personal representatives, and assigns of EXECUTIVE shall have the right to collect any accrued benefits due EXECUTIVE hereunder.
(b) This Employment Agreement and all provisions hereof shall bind and inure to the benefit of HOH, EXECUTIVE, and their respective personal representatives, heirs, successors, and permitted assigns, but EXECUTIVE is not entitled to assign his rights and obligations hereunder.
(c) This Agreement will be deemed to have been entered into, and it will be construed and enforced in accordance with the laws of the State of Colorado as applied to contracts made and to be performed entirely within Colorado.
(d) Any action to enforce or requiring interpretation of this Agreement must be brought in a forum located within the State of Colorado.
(e) In the event that any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, such provision may be severed, modified, or enforced to the extent possible, and such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, unless such severance would defeat the fundamental purposes of this Agreement.
(f) This Agreement may be amended or modified in any manner except only by a written agreement properly authorized and executed subscribed to by both of the parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofhereto.
(bg) Neither The waiver by either party to of a breach of any provision of this Agreement shall be liable to by the other party for consequential damages under shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement.
(ch) This Agreement shall be governed by, The section headings contained herein are for reference purposes only and will in no way affect the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral meaning or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision interpretation of this Agreement.
(gi) Section headings in All notices which are required or may be given under this Agreement are included for convenience only and are not shall be given by certified mail, return receipt requested, registered mail, or personal service to be used to construe or interpret this Agreement.the following address:
(ha) NoticesIf intended for HOH: Horizon Organic Holding Corporation P. O. Xxx 00000 Xxxxxxx, requestsXxxxxxxx 00000 Attn: CEO
(b) with a copy to: Xxxxxxxx, instructions and communications received by the parties at their respective principal places of businessXxxxxxx & Xxxxxx, as indicated abovePC 0000 Xxxxxxxxxxx Xxxxxx, or at such other address as a #0000 Xxxxxx, Xxxxxxxx 00000
(c) If intended for EXECUTIVE: Horizon Organic Holding Corporation P. O. Xxx 00000 Xxxxxxx, Xxxxxxxx 00000 A party may have designated direct from time to time that notices be sent to a different address by giving the other party notice in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager writing of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreementnew address.
(j) To ensure rapid and economical resolution of any and all disputes directly or indirectly arising out of or in any way connected with EXECUTIVE's employment with HOH or the termination of that employment or this Employment Agreement, with the sole exception of disputes which arise under EXECUTIVE's obligations pursuant to paragraph 12 above (collectively, the "Arbitrable Claims"), HOH and EXECUTIVE each agree that any such dispute, whether of law or fact of any nature whatsoever, will be resolved by final and binding arbitration under the then existing American Arbitration Association ("AAA") arbitration procedures. The terms Arbitrable Claims will include, but will not be limited to: any and all such claims related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in HOH, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act, as amended ("vote ADEA"); the federal Americans with Disabilities Act of a majority 1990; the Colorado Anti-Discrimination Act of 1957, as amended; the Wage Claim Act, C.R.S. §§ 8-4-101, et seq., tort law; contract law; wrongful discharge; discrimination; fraud; defamation; and emotional distress; and breach of the outstanding voting securities"implied covenant of good faith and fair dealing. EXECUTIVE and HOH acknowledge and agree that any and all rights they may otherwise have to resolve such Arbitrable Claims by jury trial, "interested person"by a court, "affiliated person," "control" or in any forum other than the AAA, are hereby expressly waived. The arbitrators shall be authorized, in addition to any other action they may take, to award reasonable attorneys' fees and "assignment" shall have costs of arbitration in favor of the meanings ascribed thereto in the 1940 Actprevailing party.
Appears in 4 contracts
Samples: Employment Agreement (Horizon Organic Holding Corp), Employment Agreement (Horizon Organic Holding Corp), Employment Agreement (Horizon Organic Holding Corp)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Sub-advisory Agreement shall be governed by, and by the provisions laws of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareNew York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder. Exclusive original jurisdiction to any claim, action or dispute between the parties arising out of this Agreement shall be solely in state or federal district courts sitting in the State of New York.
(db) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision The captions of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Sub-advisory Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(c) If any provision of this Sub-advisory Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Sub-advisory Agreement shall not be affected hereby and, to this extent, the provisions of this Sub-advisory Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Sub-adviser, or any of its directors, officers or employees, an agent of the Manager or the Portfolio, nor the Manager, or any of its directors, officers or employees, an agent of the Sub-adviser.
(e) This Sub-advisory Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but counterparts shall, together, constitute only one Sub-advisory Agreement.
(f) The undersigned officer of the Portfolio has executed this Sub-advisory Agreement not individually, but as an officer under the Portfolio’s Declaration of Trust, and the obligations of this Sub-advisory Agreement are not to be used to construe binding upon the Portfolio’s Trustees, its officers, or interpret this Agreementshareholders in the Portfolio individually, but bind only the Portfolio Trust estate.
(g) The Manager hereby acknowledges that it has received and read a copy of the Sub-adviser’s current Form ADV, Part II.
(h) Notices, requests, instructions The Sub-adviser shall vote such stock and communications received other securities possessing “voting” rights which are part of the portfolio managed by the parties at their respective principal places of businessSub-adviser, as indicated above, personally or at such other address as a party may have designated in writing, shall be deemed to have been properly givenby proxy consistent with the Sub-adviser’s proxy voting guidelines and processing standards.
(i) No affiliated person, employee, agent, director, partner, officer or manager The Sub-adviser shall not be responsible for voting any proxies relating to securities held in the portfolio managed by the Sub-adviser which proxies have a record date which is prior to the date of the Subadviser Sub-advisory Agreement or on or after the date of any termination of this Sub-advisory Agreement. Additionally, the Sub-adviser shall not be liable at law obligated to monitor, advise, or act in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities"legal proceedings, "interested person"including, "affiliated person," "control" without limitation, class actions and "assignment" shall have the meanings ascribed thereto bankruptcies involving securities purchased or held in the 1940 ActPortfolio.
Appears in 4 contracts
Samples: Sub Advisory Agreement (HSBC Investor Portfolios), Sub Advisory Agreement (HSBC Investor Funds), Sub Advisory Agreement (HSBC Investor Funds)
Miscellaneous. The following general provisions shall apply to the Option granted pursuant to this Agreement:
(a) No provisions Neither the Recipient nor any Person claiming under or through the Recipient will have any of this Agreement the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable upon exercise of the Option unless and until certificates representing such Shares have been issued and delivered or, if Shares may be amended or modified held in any manner except by a written agreement properly authorized uncertificated form, unless and executed by both parties hereto and approved by until the Trust appropriate entry evidencing such transfer is made in the manner set forth in Section 6(b) hereofstockholder records of the Company.
(b) Neither party Subject to the limitations in this Agreement shall on the transferability by the Recipient of the Option and any Shares issued pursuant thereto, this Agreement will be liable binding on and inure to the other party for consequential damages under any provision benefit of this Agreementthe successors and assigns of the parties hereto.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with invalid or unenforceable under any law or otherwise applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall will be construed and enforced as if accordingly.
(d) This Agreement, together with the Plan, embodies the complete agreement and understanding among the parties with respect to the subject matter hereof and supersedes and preempts any prior or contemporaneous written or oral understandings, agreements or representations by or among any of the parties that may have related to the subject matter hereof in any way. In the event of any inconsistency or conflict between the provisions of this Agreement did not contain and the particular partPlan, term the provisions of the Plan shall govern. In the event of any conflict or provision held to any inconsistency between the provisions of this Agreement and any other written agreement between the Company or its Affiliates and the Recipient regarding the acceleration of the vesting and post-Termination Date exercisability provisions hereof, the terms of such other agreement shall govern. Any question of administration or interpretation arising under this Agreement shall be illegal determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.
(e) Nothing in this Agreement or invalid. This Agreement the Plan shall be construed as if drafted jointly by both giving the Adviser and Subadviser and no presumptions shall arise favoring Recipient the right to be retained as an officer, consultant, advisor or employee of the Company or any party by virtue of authorship of its Affiliates. In addition, the Company or an Affiliate may at any provision of time dismiss the Recipient, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: 2005 Award Agreement (Efunds Corp), Award Agreement (Efunds Corp), 2006 Award Agreement (Efunds Corp)
Miscellaneous. (a) No The rights and duties of the parties shall not be assignable by either party, except that HOH may assign its rights but shall continue to guarantee its obligations, to any corporation or other business entity which is controlled by HOH, which controls HOH, or which is a successor by purchase, merger or otherwise to HOH. The heirs, successors, personal representatives, and assigns of EXECUTIVE shall have the right to collect any accrued benefits due EXECUTIVE hereunder.
(b) This Employment Agreement and all provisions hereof shall bind and inure to the benefit of HOH, EXECUTIVE, and their respective personal representatives, heirs, successors, and permitted assigns, but EXECUTIVE is not entitled to assign his/her rights and obligations hereunder.
(c) This Agreement will be deemed to have been entered into, and it will be construed and enforced in accordance with the laws of the State of Colorado as applied to contracts made and to be performed entirely within Colorado.
(d) Any action to enforce or requiring interpretation of this Agreement must be brought in a forum located within the State of Colorado.
(e) In the event that any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, such provision may be severed, modified, or enforced to the extent possible, and such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, unless such severance would defeat the fundamental purposes of this Agreement.
(f) This Agreement may be amended or modified in any manner except only by a written agreement properly authorized and executed subscribed to by both of the parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofhereto.
(bg) Neither The waiver by either party to of a breach of any provision of this Agreement shall be liable to by the other party for consequential damages under shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement.
(ch) This Agreement shall be governed by, The section headings contained herein are for reference purposes only and will in no way affect the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral meaning or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision interpretation of this Agreement.
(gi) Section headings in All notices which are required or may be given under this Agreement are included for convenience only and are not to shall be used to construe or interpret this Agreement.
(h) Noticesgiven by certified mail, requestsreturn receipt requested, instructions and communications received by the parties at their respective principal places of business, as indicated aboveregistered mail, or at such other address as a party may have designated in writing, shall be deemed personal service to have been properly given.the following address:
(i) No affiliated personIf intended for HOH: Horizon Organic Holding Corporation P. O. Xxx 00000 Xxxxxxx, employeeXxxxxxxx 00000 Attn: CEO with a copy to: Xxxxxxxx, agentXxxxxxx & Xxxxxx, directorPC 0000 Xxxxxxxxxxx Xxxxxx, partner#0000 Xxxxxx, officer or manager Xxxxxxxx 00000
(ii) If intended for EXECUTIVE: Horizon Organic Holding Corporation P. O. Xxx 00000 Xxxxxxx, Xxxxxxxx 00000 A party may direct from time to time that notices be sent to a different address by giving the other party notice in writing of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreementnew address.
(j) To ensure rapid and economical resolution of any and all disputes directly or indirectly arising out of or in any way connected with EXECUTIVE'S employment with HOH or the termination of that employment or this Employment Agreement, with the sole exception of disputes which arise under EXECUTIVE'S obligations pursuant to paragraph 12 above (collectively, the "Arbitrable Claims"), HOH and EXECUTIVE each agree that any such dispute, whether of law or fact of any nature whatsoever, will be resolved by final and binding arbitration under the then existing American Arbitration Association ("AAA") arbitration procedures. The terms Arbitrable Claims will include, but will not be limited to: any and all such claims related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in HOH, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act, as amended ("vote ADEA"); the federal Americans with Disabilities Act of a majority 1990; the Colorado Anti-Discrimination Act of 1957, as amended; the Wage Claim Act, C.R.S. §§ 8-4-101, et seq., tort law; contract law; wrongful discharge; discrimination; fraud; defamation; and emotional distress; and breach of the outstanding voting securities"implied covenant of good faith and fair dealing. EXECUTIVE and HOH acknowledge and agree that any and all rights they may otherwise have to resolve such Arbitrable Claims by jury trial, "interested person"by a court, "affiliated person," "control" or in any forum other than the AAA, are hereby expressly waived. The arbitrators shall be authorized, in addition to any other action they may take, to award reasonable attorneys' fees and "assignment" costs of arbitration in favor of the prevailing party.
(k) This Agreement shall have supercede any agreement between the meanings ascribed thereto parties regarding a Change in Control as set forth in paragraph 1 entered into prior to the 1940 ActAgreement. Any such superceded agreement shall remain in effect as to any other transaction.
Appears in 4 contracts
Samples: Severance Agreement (Horizon Organic Holding Corp), Severance Agreement (Horizon Organic Holding Corp), Severance Agreement (Horizon Organic Holding Corp)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser Advisor and Subadviser Subadvisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser Subadvisor shall be liable at law or in equity for the SubadviserSubadvisor's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Forum Funds), Sub Advisory Agreement (Forum Funds), Sub Advisory Agreement (Forum Funds)
Miscellaneous. (a) This Agreement is made and shall be interpreted, ------------- construed and enforced in accordance with the laws of the State of Florida. This Agreement has been negotiated by parties knowledgeable in the matters contained in this Agreement, with the advice of counsel, is to be construed and interpreted in absolute parity, and shall not be construed or interpreted against any party by reason of such party's preparation of the initial or any subsequent draft of the Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Executed copies of this Agreement may be delivered by facsimile, with originals to follow. All periods of time referred to in this Agreement shall include Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act or give any notice or approval shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday. This Agreement shall be binding upon and shall inure to the benefit of all the parties hereto, their respective beneficiaries, successors and assigns. Each party signing this Agreement on behalf of an entity represents and warrants that he or she has full authority to do so and the signature of no other party is necessary for this Agreement to be effective. Headings at the beginning of each numbered section of the Agreement are solely for the convenience of the parties and are not a part of this Agreement. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions provision of this Agreement may be amended or modified in any manner added to except by a written an agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed writing signed by the parties hereto on or their respective successors in interest. If any number of counterparts, and all of the counterparts taken together provisions contained in this Agreement should be held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision(s) shall be deemed reformed by such court to constitute one the minimum extent possible to render it valid, legal and the same instrument.
enforceable (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedif possible), and the rights validity, legality and obligations enforceability of the parties remaining portions hereof shall not in any way be construed and enforced as if affected or impaired. Time is of the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in essence under this Agreement are included for convenience only and are not to be used to construe any amendment, modification or interpret this Agreementrevision of it.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Partnership Interest Pledge and Security Agreement (American Leisure Holdings, Inc.), Partnership Interest Pledge and Security Agreement (American Leisure Holdings, Inc.), Partnership Interest Pledge and Security Agreement (American Leisure Holdings, Inc.)
Miscellaneous. The Company expressly acknowledges and agrees that (ai) No provisions this Section 23 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 23, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Agreement may Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be amended entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 23 to any state or modified federal court sitting in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by The City of New York, Borough of Manhattan in lieu of utilizing the Trust in the manner procedures set forth in this Section 6(b23 and (v) hereof.
nothing in this Section 23 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed byincluding, and the provisions of this Agreement shall be construed and interpreted under and in accordance withwithout limitation, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings matters described in this Agreement are included for convenience only and are not to be used to construe or interpret this AgreementSection 23).
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (BOQI International Medical, Inc.), Convertible Security Agreement (Dolphin Entertainment, Inc.), Convertible Security Agreement (Dolphin Entertainment, Inc.)
Miscellaneous. (a) No provisions of All notices, requests, approvals, consents and other communications required or permitted by this Agreement may shall be amended in writing and shall be delivered by hand, overnight mail, or modified in any manner except by a written agreement properly authorized and executed by both registered or certified mail with return receipt requested, to the parties hereto and approved by the Trust in the manner at their respective addresses set forth above, or such other address as the parties may from time designate in Section 6(b) hereofwriting with respect to their own address.
(b) Neither party No delay or omission or failure to this Agreement exercise any right or remedy provided for herein shall be liable deemed to be a waiver thereof or acquiescence in the other event giving rise to such right or remedy, but every such right and remedy may be exercised from time to time and so often as may be deemed expedient by the party for consequential damages under any provision of this Agreementexercising such right or remedy.
(c) This Agreement shall be governed by, The relationship :between Jennicor and the provisions of Licensee created by this Agreement is that of a licensor and licensee. The Licensee shall be construed and interpreted under and in accordance withhave no power or authority, the laws of the State of Delaware.and shall not hold itself out as having such power or authority, to make .any commitment or enter into any contract or agreement obligating or purporting to obligate Jennicor.
(d) This Agreement constitutes The Licensee sha11 comply with all applicable laws, rules and regulations in the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtenperformance of its obligations hereunder.
(e) This Agreement may be executed by the parties hereto on any number of in one or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrumentdocument.
(f) If any part, term The invalidity or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship unenforceability of any provision of this AgreementAgreement shall not effect the other provisions or parts hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or parts thereof were omitted.
(g) Section headings This Agreement constitutes the entire understanding between the parties relating to the; subject matter hereof and supersedes all prior oral or written agreements with respect to the subject matter hereof. This Agreement may not be changed or amended except by an agreement in this Agreement are included for convenience only and are not writing, signed by the parties hereto, in which specific reference is made to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, This Agreement shall be deemed to have been properly givengoverned by and construed in accordance with the laws of the state of New York.
(i) No affiliated personAny dispute arising under or in connection with this Agreement and any claim relating to its validity, employeeconstruction, agenteffect, directorperformance, partner, officer termination or manager breach that the parties cannot settle amicably shall be resolved exclusively by arbitration before one neutral arbitrator (selected from a panel of persons who are attorneys) in White Plains and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties hereby irrevocably consent to the non-exclusive jurisdiction of the Subadviser shall be liable at law or federal and state courts located in equity for Westchester County, New York, in any action (i) to compel arbitration, (ii) to enforce the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority award of the outstanding voting securities"arbitrator or (iii) prior to the appointment and confirmation of the arbitrator, "interested person"for temporary, "affiliated person," "control" interim or provisional equitable remedies, and "assignment" shall have hereby waive, to the meanings ascribed thereto full extent permitted by law, defenses based on jurisdiction, venue and forum non conveniens. The parties further consent to service of process in the 1940 Actany such action by registered mail, return receipt requested, or by any other means provided by law.
Appears in 4 contracts
Samples: License Agreement (Cavalcade of Sports Media Inc), License Agreement (Cavalcade of Sports Media Inc), License Agreement (Cavalcade of Sports Media Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included herein for convenience of reference only and are shall not to constitute a part of this Agreement for any other purpose or be used to construe given any substantive effect. All covenants and agreements hereunder shall be given in any jurisdiction independent effect so that if a particular action or interpret condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Agreement.
(h) Notices, requeststhe Note or other Loan Documents shall not affect or impair the validity, instructions legality or enforceability of the remaining provisions or obligations under this Agreement, the Note or other Loan Documents or of such provision or obligation in any other jurisdiction. This Agreement is made for the sole benefit of Borrower and communications received by the parties at their respective principal places of businessLender, as indicated above, or at such and no other address as a party may have designated in writing, Person shall be deemed to have been properly given.
(i) No affiliated personany privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, employeenor shall any other person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder. This Agreement, agentthe Note, directorand the other Loan Documents referred to herein embody the final, partnerentire agreement among the parties hereto and supersede any and all prior commitments, officer agreements, representations, and understandings, whether written or manager oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the Subadviser parties hereto. There are no oral agreements among the parties hereto. Borrower and Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be liable at law construed as if jointly drafted by Borrower and Lender. If any term, condition or provision of this Agreement shall be inconsistent with any term, condition or provision of any other Loan Document, this Agreement shall control. This Agreement and any amendments, waivers, consents, or supplements may be executed in equity for any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the Subadviser's obligations under this Agreement.
(j) The terms "vote same instrument. This Agreement shall become effective upon the execution of a majority counterpart hereof by each of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Actparties hereto.
Appears in 4 contracts
Samples: Loan and Security Agreement (Lexicon Pharmaceuticals, Inc.), Loan and Security Agreement (Lexicon Pharmaceuticals, Inc./De), Loan Agreement (Dividend Capital Total Realty Trust Inc.)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential consequential, special or indirect damages under any provision of this Agreement.
(cb) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(ec) This Agreement may be executed by the parties hereto on in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fd) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser FFS and Subadviser Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(ge) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(hf) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(ig) Nothing contained in this Agreement is intended to or shall require FFS, in any capacity hereunder, to perform any functions or duties on any day other than a Trust business day. Functions or duties normally scheduled to be performed on any day which is not a Trust business day shall be performed on, and as of, the next Trust business day, unless otherwise required by law.
(h) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser FFS shall be liable at law or in equity for the Subadviser's FFS' obligations under this Agreement. Except as specifically set forth in Section 3, no person or entity is a third party beneficiary of this Agreement.
(ji) The terms term "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "controlaffiliate" and "assignment" all forms thereof used herein shall have the meanings ascribed thereto in the 1940 Act.
Appears in 4 contracts
Samples: Compliance Services Agreement (Forum Funds), Compliance Services Agreement (Monarch Funds), Compliance Services Agreement (Forum Funds)
Miscellaneous. 6.1 A facsimile copy of this Agreement signed by any and/or all Parties shall have the same binding and legal effect as an original of the same.
6.2 This 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 in the same instrument. Regardless of whether this Agreement is executed in one or more counterparts, each such counterpart may be executed by actual or facsimile signature(s).
6.3 Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys’ fees and costs in such litigation from the party or parties against whom enforcement was sought.
6.4 This Agreement contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.
6.5 If any provision of this Agreement, as applied to either party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same shall be deemed stricken from this Agreement and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement. In the event any such provision (athe “Applicable Provision”) is so adjudged void or unenforceable, Consultant and Company shall take the following actions in the following order: (i) seek judicial reformation of the Applicable Provision; or (ii) negotiate in good faith with each other to replace the Applicable Provision with a lawful provision.
6.6 The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
6.7 No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an executive officer of the Company or other person duly authorized by the Company.
6.8 The parties intend to be bound only upon execution of this Agreement and no negotiation, exchange or draft or partial performance shall be deemed to imply an agreement. Neither the continuation of work by Consultant or any other conduct shall be deemed to imply a continuing agreement upon the expiration of this Agreement.
6.9 Company and the party executing this Agreement on behalf of the Company has the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by Company of this Agreement. This Agreement has been duly and validly executed and delivered by Company and constitutes the valid and binding obligations of Company, enforceable in accordance with the respective terms. Upon delivery of this Agreement to Consultant, this Agreement, and the other agreements referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms.
6.10 Except as may be required by law, neither Consultant nor the Company shall disclose the financial terms of this Agreement to persons not involved in the operation of the Company, and the Parties shall disclose the financial terms of the Agreement to those involved in the operation of the Company only as needed to implement the terms of the Agreement or carry out the operations of the Company. The above notwithstanding, the financial terms of the Agreement may be disclosed to: (i) either Party’s accountants, financial or tax advisors, and any potential investors in the Company, provided such persons agree not to disclose such terms of the Agreement further; and (ii) members of Consultant’s immediate family, provided such family members agree not to reveal the terms of the Agreement further.
6.11 Consultant and the Company agree to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
6.12 The relationship between Consultant and the Company is that of independent contractor under a “work for hire” arrangement. All work product developed by Consultant shall be deemed owned and assigned to Company. This Agreement is not authority for Consultant to act for the Company as its agent or make commitments for the Company. Consultant will not be eligible for any employee benefits, nor will the company make deductions from fees to the consultant for taxes, insurance, bonds or the like. Consultant shall not hold himself out as an officer, director or employee of the Company (unless Consultant is hereafter appointed to such position). Consultant retains the discretion in performing the tasks assigned, within the scope of work specified.
6.13 Consultant agrees to pay all taxes that may be imposed upon Consultant with respect to the Fees paid to Consultant hereunder.
6.14 This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall (with the exception of any applicable federal laws) be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles) of the State of Arizona.
6.15 Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable (including by operation of law) by either party without the prior written consent of the other party to this Agreement, except that the Company may, without the consent of the Consultant, assign its rights and obligations under this Agreement to any corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially all of its assets, or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, the Company. Provided such assignee explicitly assumes such responsibilities, after any such assignment by the Company, the Company shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 10. Compensation under this Agreement is assignable at the discretion of the Consultant.
6.16 No provision of this Agreement may be amended modified, amended, waived or modified in any manner terminated except by a written agreement properly authorized and executed by both parties hereto and approved an instrument in writing signed by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party parties to this Agreement shall be liable to Agreement. No course of dealing between the other party for consequential damages under parties will modify, amend, waive or terminate any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes or any prior agreement with respect to the subject matter hereof, whether oral rights or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party under or by virtue of authorship of any provision reason of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Consulting Agreement (First Resources Corp), Consulting Agreement (Tombstone Exploration Corp), Consulting Agreement (Tombstone Exploration Corp)
Miscellaneous. (a) No Neither party to this Agreement shall be liable to the other party for consequential damages under any provisions of this Agreement.
(b) Except for Appendix A, to add new Funds and Classes in accordance with Section 7, no provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreementhereto.
(c) This Agreement shall be governed by, and the The provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws State of New York as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of DelawareNew York or any other provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This The parties may execute this Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) NoticesNotwithstanding any other provision of this Agreement, requests, instructions and communications received by the parties at their respective principal places agree that the assets and liabilities of business, as indicated above, or at such each Fund of the Corporation are separate and distinct from the assets and liabilities of each other address as a party may have designated in writing, Fund and that no Fund shall be deemed to have been properly givenliable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser GFS shall be liable at law or in equity for the Subadviser's GFS’s obligations under this Agreement.
(j) The terms "vote of a majority Each of the outstanding voting securities"undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, "interested person"when executed and delivered, "affiliated person," "control" will constitute a legal, valid and "assignment" shall have binding obligation of the meanings ascribed thereto in party, bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the 1940 Actrights and remedies of creditors and secured parties.
Appears in 3 contracts
Samples: Service Agreement (Santa Barbara Group of Mutual Funds Inc), Service Agreement (Santa Barbara Group of Mutual Funds Inc), Service Agreement (Santa Barbara Group of Mutual Funds Inc)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party a. Tenant acknowledges that, if requested, Tenant did receive prior to this Agreement shall be liable to Lease execution a copy of the other party proposed form of Lease in writing, complete in every material detail, except for consequential damages under any provision the date, the name and address of this Agreement.
(c) This Agreement shall be governed bythe tenant, the designation of the premises, and the provisions rental rate without requiring execution of the Lease or any prior deposit.
b. If this Lease contains a Lease Option Agreement, the lease must state on its face: THIS IS NOT A CONTRACT TO BUY.
c. The conditions and agreements contained herein are binding on and are legally enforceable by the parties hereto, their heirs, personal representatives, executors, administrators, successors and assigns, respectively, and no waiver of any breach of any condition or agreement contained herein will be construed to be a waiver of the condition or agreement of any subsequent breach thereof or of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delawarelease.
(d) d. Tenant acknowledges that the statements and representations made in the signed application for said premises are true; that said statements have induced Landlord/Agent to enter into this Lease; that they are deemed a part of this Lease; and that the falsity of any of them constitutes a breach hereof and entitles the Landlord/Agent to the same relief as a breach of any other covenant or condition contained herein.
e. This Agreement constitutes Lease contains the final and entire agreement between the parties hereto and supersedes neither they nor their agents are bound by any prior agreement with respect to the subject matter hereofterms, whether conditions, statements, warranties or representations, oral or written.
(e) , not herein contained. This Lease Agreement may be has been executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one in duplicate and the same instrumentTenant acknowledges that a copy thereof was delivered to him at the time the Lease was fully executed.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Single Family Dwelling Lease, Single Family Dwelling Lease, Single Family Dwelling Lease
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, governed by the laws of the State of Delaware.
(d) Nevada other than its conflicts of laws principles. This Agreement constitutes contains the entire agreement between complete understanding of the parties hereto and supersedes any prior agreement with respect to the subject matter hereofof this Agreement and supersedes all other prior agreements, whether oral understandings and negotiations relating to the same subject matter. This Agreement may only be modified by a written instrument signed by each of the parties hereto. No provisions of this Agreement will be interpreted in favor of, or written.
against, any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof. Failure to require strict compliance with any term or provision of this Agreement shall not constitute a waiver of a party’s right to insist upon strict compliance with each and every provision of this Agreement. No waiver of any terms and conditions of this Agreement shall be deemed to be a waiver of any subsequent breach of that or any other term of condition. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and same instrument. The provisions of Item 3 (e) the last paragraph), 6H, 7, 8, 9, 11 and 14 through 21 shall survive the termination of this Agreement and Executive’s employment with the Company. This Agreement may be executed by any party by delivery of a facsimile signature, which signature shall have the parties hereto on same force as an original signature. Any party which delivers a facsimile signature shall promptly thereafter deliver an originally executed signature to the other party; provided, however, that the failure to deliver an original signature page shall not affect the validity of any number of counterparts, signature delivered by facsimile. The paragraph headings contained in this Agreement are for reference only and all of the counterparts taken together shall not be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held impart substantive meeting to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not . Each party has had the opportunity to be used to construe or interpret represented by counsel of its choice in negotiating this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, . This Agreement shall therefore be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager negotiated and prepared at the joint request and direction of the Subadviser parties, at arm’s length, with the advice and participation of counsel, and shall be liable at law or interpreted in equity for the Subadviser's obligations under this Agreementaccordance with its terms and without favor to any party.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Employment Agreement (Allegiant Travel CO), Employment Agreement (Allegiant Travel CO), Employment Agreement (Allegiant Travel CO)
Miscellaneous. The following general provisions shall apply to the Restricted Stock Units granted pursuant to this Agreement:
(a) No provisions Neither the Recipient nor any Person claiming under or through the Recipient will have any of this Agreement the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable upon the conversion of the Restricted Stock Units unless and until certificates representing such Shares have been issued and delivered or, if Shares may be amended or modified held in any manner except by a written agreement properly authorized uncertificated form, unless and executed by both parties hereto and approved by until the Trust appropriate entry evidencing such transfer is made in the manner set forth in Section 6(b) hereofstockholder records of the Company; provided, however, that Recipient shall receive, as additional compensation, payments equivalent to the dividend paid on a number of shares of the Company’s Common Stock equal to the number of Shares subject to the Restricted Stock Units during the period prior to its conversion into the Shares.
(b) Neither party Subject to the limitations in this Agreement shall on the transferability by the Recipient of the Restricted Stock Units and any Shares issued pursuant thereto, this Agreement will be liable binding on and inure to the other party for consequential damages under any provision benefit of this Agreementthe successors and assigns of the parties hereto.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with invalid or unenforceable under any law or otherwise applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall will be construed and enforced as if accordingly.
(d) This Agreement, together with the Plan, embodies the complete agreement and understanding among the parties with respect to the subject matter hereof and supersedes and preempts any prior written, or prior or contemporaneous oral, understandings, agreements or representations by or among any of the parties that may have related to the subject matter hereof in any way. In the event of any inconsistency or conflict between the provisions of this Agreement did not contain and the particular partPlan, term the provisions of the Plan shall govern. Any question of administration or provision held to interpretation arising under this Agreement shall be illegal determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.
(e) Nothing in this Agreement or invalid. This Agreement the Plan shall be construed as if drafted jointly by both giving the Adviser and Subadviser and no presumptions shall arise favoring Recipient the right to be retained as a director of the Company. In addition, the Board or the stockholders of the Company may at any party by virtue of authorship of time dismiss the Recipient from further service on the Board, free from any provision of liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Efunds Corp), Restricted Stock Unit Award Agreement (Efunds Corp), Restricted Stock Unit Award Agreement (Efunds Corp)
Miscellaneous. (a) No In the event of inconsistencies between the provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized DPSA and executed by both parties hereto and approved by the Trust in Agreement, the manner set forth in Section 6(b) hereofprovision most protective for Personal Data shall prevail.
(b) Neither party Should any provision or condition of this DPSA be held or declared invalid, unlawful, or unenforceable by a competent authority or court, then the remainder of this DPSA shall remain valid. Such an invalidity, unlawfulness or unenforceability shall have no effect on the other provisions and conditions of this DPSA to this Agreement the maximum extent permitted by law.The provision or condition affected shall be liable construed either: (i) to be amended in such a way that ensures its validity, lawfulness and enforceability while preserving the other party for consequential damages under any provision of Parties' intentions, or if that is not possible, (ii) as if the invalid, unlawful or unenforceable part hadnever been contained in this AgreementDPSA.
(c) This Agreement Any amendments to this DPSA shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws writing duly signed by authorized representatives of the State of DelawareParties hereto.
(d) This Agreement constitutes the entire agreement between the parties hereto DPSA supersedes all prior understandings and supersedes any prior agreement with respect agreements relating to the subject matter hereof, whether oral or writtenprotection of Personal Data and compliance with Data Protection Laws.
(e) This Agreement may be executed by the parties hereto on any number of counterpartsNotices and other communications under this DPSA, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writingincluding instructions, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager made in accordance with the Notices provision of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority . For purposes of the outstanding voting securities"SCCs, "interested the Parties agree as follows: Name: Company Address: See DSPA, Section I Contact person"’s name, "affiliated position and contact details: See DSPA, Section I Activities relevant to the data transferred under the SCCs: All activities permitted under the Agreement Signature and date: See DSPA, Section I Role (controller/processor): ☐ Controller ☐ Processor Name: Supplier Address: See DSPA, Section I Contact person," "control" ’s name, position and "assignment" shall have contact details: See DSPA, Section I Activities relevant to the meanings ascribed thereto in data transferred under the 1940 Act.SCCs: All activities permitted under the Agreement Signature and date: See DSPA, Section I Role: ☐ Processor ☐ Subprocessor
Appears in 3 contracts
Samples: Data Processing and Security Agreement, Data Processing Agreement, Data Processing and Security Agreement
Miscellaneous. (a) No The provisions of this Agreement may be amended waived, altered, amended, modified or modified supplemented, in any manner except whole or in part, only by a written agreement properly authorized and executed by both parties hereto and approved writing signed by the Trust in Escrow Agent and each of the manner set forth in Section 6(b) hereof.
(b) parties hereto. Neither party to this Agreement shall nor any right or interest hereunder may be liable to assigned in whole or in part by any party hereto without the prior consent of each other party for consequential damages under any provision of this Agreement.
(c) party. This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the New York. The parties hereto irrevocably and supersedes any prior agreement with respect unconditionally submit to the subject matter hereofexclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York over any suit, whether oral action or written.
(e) proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or the performance of services hereunder. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER. This Agreement may be executed by the parties hereto on any number of in one or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations . All signatures of the parties shall to this Agreement may be construed transmitted by facsimile or other electronic transmission, and enforced as if the Agreement did not contain the particular parteach such facsimile or other electronic transmission will, term or provision held for all purposes, be deemed to be illegal or invalidthe original signature of the party whose signature it reproduces and will be binding upon such party. This A person who is not a party to this Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and have no presumptions shall arise favoring right to enforce any party by virtue of authorship of any provision term of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Escrow Agreement (Manitowoc Foodservice, Inc.), Escrow Agreement (Energizer SpinCo, Inc.), Escrow Agreement (Energizer Holdings Inc)
Miscellaneous. (a) No provisions The Borrower acknowledges and agrees that the execution and delivery by the Agent and the Lenders of this Agreement may Amendment shall not be amended deemed to create a course of dealing or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by an obligation to execute similar waivers or amendments under the Trust same or similar circumstances in the manner set forth in Section 6(b) hereoffuture.
(b) Neither party to this Agreement This Amendment shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreementthe parties hereto and thereto and their respective successors and assigns.
(c) This Agreement Amendment shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws law of the State of DelawareCalifornia, provided that the Agent and the Lenders shall retain all rights arising under Federal law.
(d) This Agreement constitutes Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the entire agreement between same instrument. Each of the parties hereto understands and supersedes agrees that this document (and any prior agreement other document required herein) may be delivered by any party thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Lender or the Borrower shall bind such Lender or the Borrower, respectively, with respect the same force and effect as the delivery of a hard copy original. Any failure by the Agent to receive the subject matter hereof, whether oral or writtenhard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Agent.
(e) This Agreement may be executed by Amendment contains the entire and exclusive agreement of the parties hereto on any number with reference to the matters discussed herein. This Amendment supersedes all prior drafts and communications with respect hereto. This Amendment may not be amended except in accordance with the provisions of counterparts, and all Section 13.2 of the counterparts taken together shall be deemed to constitute one and the same instrumentLoan Agreement.
(f) If any part, term or provision of this Agreement is held to Amendment shall be illegaldeemed prohibited by or invalid under any applicable law, in conflict with any law or otherwise invalidsuch provision shall be invalidated without affecting the remaining provisions of this Amendment, the remaining portion Loan Agreement or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this AgreementLoan Documents.
(g) Section headings The Borrower agrees to pay or reimburse BofA (including in its capacity as Agent), upon demand, for all reasonable costs and expenses (including reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent) in connection with the development, preparation, negotiation, execution and delivery of this Agreement are included for convenience only and are not to be used to construe or interpret this AgreementAmendment.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Loan and Security Agreement (Advanced Micro Devices Inc), Loan and Security Agreement (Advanced Micro Devices Inc), Loan and Security Agreement (Advanced Micro Devices Inc)
Miscellaneous. (a) No In the event of any inconsistency between the provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in provisions of the manner set forth in Section 6(b) hereofPartnership Agreement, the provisions of the Partnership Agreement shall control.
(b) Neither party to this This Agreement shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreementthe parties hereto and their respective heirs, personal representatives, successors and assigns as provided herein.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of DelawareTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF A LAW OF A JURISDICTION OTHER THAN NEW YORK).
(d) This Agreement constitutes the entire agreement between among the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and may not be modified, whether oral waived or writtenterminated orally, and any amendment, modification and waiver requires the consent of each party to this Agreement.
(e) This Agreement may be executed by The Fund and the parties hereto on any number of counterpartsAsset Manager are not partners or joint venturers with each other, and all of the counterparts taken together nothing herein contained shall be deemed construed so as to constitute one and the same instrumentmake them partners or joint venturers, or impose any liability as such on either of them or their Affiliates.
(f) Each provision of this Agreement shall be deemed severable, and if any part of any provision is held to be illegal, void, voidable, invalid, nonbinding or unenforceable in its entirety or partially or as to any party, for any reason, such provision may be changed, consistent with the intent of the parties hereto, to the extent reasonably necessary to make the provision, as so changed, legal, valid, binding and enforceable. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise void, voidable, invalid, the remaining portion nonbinding or portions shall be considered severable unenforceable in its entirety or partially or as to any party, for any reason, and if such provision cannot be affected, and changed consistent with the rights and obligations intent of the parties hereto to make it fully legal, valid, binding and enforceable, then such provision shall be construed stricken from this Agreement and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This remaining provisions of this Agreement shall not in any way be construed as if drafted jointly by both the Adviser affected or impaired, but shall remain in full force and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreementeffect.
(g) Except as otherwise specifically provided herein, including pursuant to Section headings in 11 of this Agreement, the provisions of this Agreement are included for convenience only and are shall not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity construed for the Subadviser's obligations under this Agreementbenefit of any third party.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Asset Management Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.), Asset Management Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.), Asset Management Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.)
Miscellaneous. (a) No provisions Except as set forth herein, nothing contained in this Amendment shall be deemed to amend or modify in any respect the terms of the Existing Lease and such terms shall remain in full force and effect as modified hereby. If there is any inconsistency between the terms of this Agreement may Amendment and the terms of the Existing Lease, the terms of this Amendment shall be amended or modified in any manner except by a written agreement properly authorized controlling and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofprevail.
(b) Neither party This Amendment contains the entire agreement of the parties with respect to this Agreement shall be liable to its subject matter and all prior negotiations, discussions, representations, agreements and understandings heretofore had among the other party for consequential damages under any provision of this Agreementparties with respect thereto are merged herein.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement Amendment may be executed by the parties hereto on any number of in duplicate counterparts, each of which shall be deemed an original and all of the counterparts which, when taken together together, shall be deemed to constitute one and the same instrument.
(d) This Amendment shall not be binding upon Landlord or Tenant unless and until each party shall have received a fully executed counterpart of this Amendment.
(e) This Amendment shall be binding upon and inure to the benefit of Landlord and Xxxxxx and their successors and permitted assigns.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions This Amendment shall be considered severable and not be affected, and governed by the rights and obligations laws of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held State of New York without giving effect to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue conflict of authorship of any provision of this Agreementlaws principles thereof.
(g) Section headings The captions, headings, and titles in this Agreement Amendment are included solely for convenience only of reference and are shall not to be used to construe or interpret this Agreementaffect its interpretation.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places The liability of business, as indicated above, or at such other address as a party may have designated in writing, Landlord for Landlord’s obligations under this Amendment shall be deemed limited to have been properly given.
(i) No affiliated personLandlord’s interest in the Building and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, employeemember, agentmanager, shareholder, director, partnerofficer, officer principal, employee or manager agent of Landlord (collectively, the Subadviser shall be liable at law or “Parties”) in equity for the Subadviser's seeking either to enforce Landlord’s obligations under this Agreement.
(j) The terms "vote of Amendment or to satisfy a majority judgment for Landlord’s failure to perform such obligations; and none of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" Parties shall have be personally liable for the meanings ascribed thereto in the 1940 Actperformance of Landlord’s obligations under this Amendment.
Appears in 3 contracts
Samples: Lease (MSGE Spinco, Inc.), Lease (MSGE Spinco, Inc.), Lease (MSGE Spinco, Inc.)
Miscellaneous. (aA) No provisions The Parties agree that the state and federal courts in the State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereoftransactions contemplated herein.
(bB) Neither party In the event any Party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing Party in any such proceeding shall be entitled to recover from the losing Party its costs of suit, including reasonable attorneys' fees, as may be fixed by the court.
(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either Party hereto without the prior written consent of the other.
(D) This Agreement, together with the Exhibits referred to herein which are incorporated herein by this reference, constitutes the entire agreement between the Parties hereto with respect to the transactions contemplated hereby and supersedes all prior verbal and written agreements and understandings related thereto.
(E) This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.
(F) No supplement, modification, or amendment of this Agreement shall be liable to binding unless executed in writing by the other party for consequential damages under Parties. No waiver of any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in accordance with, writing by the laws of Party making the State of Delawarewaiver.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(fG) If any part, term or provision of this Agreement hereof is held to be illegal, in conflict with any law or otherwise invalid, or unenforceable under present or future laws effective during the remaining portion or portions term hereof, such provision shall be considered severable and not be affected, and the rights and obligations of the parties fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the Agreement did remaining provisions hereof shall remain in full force and effect and shall not contain be affected by the particular partillegal, term invalid, or unenforceable provision held to be illegal or by its severance wherefrom. Furthermore, in lieu of such illegal, invalid. This Agreement , or unenforceable provision there shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received added automatically by the parties at their respective principal places of businessCompany as a part hereof a provision as similar in terms to such illegal, as indicated aboveinvalid, or at such other address unenforceable provision as a party may have designated in writingbe possible and legal, shall be deemed to have been properly givenvalid, and enforceable.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Consulting Agreement (Kenloc, Inc.), Consulting Agreement (Kenloc, Inc.), Consulting Agreement (Kenloc, Inc.)
Miscellaneous. (a) No provisions 1. The subject headings of the Sections of this Agreement may be amended are included for purposes of convenience only and shall not affect the construction or modified in interpretation of any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereofof its provisions.
(b) Neither party to 2. No supplement, modification, or amendment of this Agreement shall be liable to binding unless executed in writing by the other party for consequential damages under parties. No waiver of any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in accordance with, writing by the laws of party making the State of Delawarewaiver.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) 3. This Agreement may be executed by the parties hereto on any number of simultaneously in one or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument.
(f) If 4. Nothing in this Agreement, whether express or implied, is intended to confer any part, term rights or provision remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is held anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party to this Agreement.
5. Nothing contained herein shall be illegalconstrued to require the commission of any act contrary to law. Should there be any conflict between any provision hereof or any present or future statute, in conflict with any law law, ordinance or otherwise invalidregulation, the remaining portion or portions latter shall prevail, but the provisions of this Agreement affected thereby shall be considered severable curtailed and not be affectedlimited only to the extent necessary to bring it within the requirements of the law, and the rights remaining provisions of this Agreement shall remain in full force and obligations of effect.
6. Debtor shall reimburse Lender, upon demand, for any and all costs and expenses, including, without limitation, attorneys' fees, that Lender may incur in pursuing any remedies hereunder, which costs and expenses are secured hereby.
7. This Agreement shall be binding on, and shall inure to the benefit of, the parties shall be construed to it and enforced as if the Agreement did not contain the particular parttheir respective heirs, term or provision held to be illegal or invalidlegal representatives, successors and assigns.
8. This Agreement shall be construed as if drafted jointly by both in accordance with, and governed by, the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager laws of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this AgreementState of California.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Security Agreement (Price Dallas P), Security Agreement (Price David G), Security Agreement (Price David G)
Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.
(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.
(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's ’s obligations under this Agreement.
(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "“control" ” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.
Appears in 3 contracts
Samples: Subadvisory Agreement (Investment Managers Series Trust), Subadvisory Agreement (Investment Managers Series Trust), Subadvisory Agreement (Forum Funds)
