MISCELLANIOUS. 11.1 This Agreement shall come into effect on the Commencement Date. 11.2 Save for the purposes of complying with its obligations to the Licensee or to its Members or to any Associated Society and save for disclosure to its professional advisers, PRS for Music, BPI and AIM, MCPS shall not, without the Licensee’s written consent, disclose any confidential information (so long as it remains confidential) supplied by the Licensee hereunder to any other person. 11.3 For the purpose only of calculating interest under this Agreement where any payment or statement is sent by first class post: 11.3.1 the postmark shall be sufficient proof of the date the payment or statement was sent; and 11.3.2 such payment or statement shall be deemed to have been received before close of business on the second working day after posting. 11.4 No delay or omission in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other rights or remedies. No waiver shall be binding or effective for any purpose unless expressed in writing and signed by the party giving it and any such waiver shall be effective only in the specific instance and for the purpose given. 11.5 This Agreement sets forth the entire agreement of the parties in relation to the subject matter hereof and each of the parties hereto acknowledges that it has not entered into this Agreement in reliance on any representation or term not contained in this Agreement. This Agreement shall not be modified or varied except by a written instrument signed by the parties hereto. 11.6 The headings to the clauses in this Agreement are included for ease of reference only and are not part of this Agreement and are not to be taken into account in its construction. 11.7 If this Agreement creates any rights which would in the absence of this provision be enforceable by any person not a party to this Agreement, such rights shall not be enforceable. 11.8 Except as expressly set out herein, the Licensee must not assign or transfer any of its rights or obligations under this Agreement (except with the written consent of MCPS). 11.9 This Agreement shall be subject to the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the Courts of England. 1. Vinyl and all derivatives of Vinyl 2. Cassette and all derivatives of Cassette 3. CDs and all derivatives of CD (including but not limited to Super Audio CD, Enhanced CD and CD-Rom) 4. DVD-Audio 5. VHS
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Samples: Joint Import Licence Agreement, Joint Import Licence Agreement
MISCELLANIOUS. 11.1 12.01 No provision of this Agreement or any other related agreement among ProPartners, Cofina and CPL regarding the Participated Loans can be waived, modified, amended, supplemented, or terminated, except by a writing executed by ProPartners, Cofina and CPL. The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to waive any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
12.02 This Agreement and any other agreements among the parties associated with the Participated Loans shall come into be governed by and construed under the laws of the State of Minnesota, without giving effect on the Commencement Dateto conflict of law principles thereof.
11.2 Save for 12.03 ProPartners, Cofina and CPL agree to execute other agreements, documents or instruments as requested by the purposes of complying other party in connection with its obligations this Agreement as may be deemed necessary to carry out the purpose hereof.
12.04 Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via facsimile to the Licensee number set out below, (c) the business day following the day on which the same has been delivered prepaid (or pursuant to its Members an invoice arrangement) to a reputable national overnight air courier service, or (d) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to any Associated Society and save for disclosure the respective parties at the address set forth below, or at such other address as such party may specify by written notice to its professional advisersthe other parties hereto: If to Cofina or CPL: Cofina Financial, PRS for MusicLLC 0000 Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx, BPI and AIMXxxxxxxxx 00000 Attention: Fax: (000) 000-0000 If to ProPartners: ProPartners Financial 0000 Xxxxx Xxxxx Xxxx., MCPS shall notXxxxx 000 Xxxx Xxxx, without the Licensee’s written consent, disclose any confidential information XX 00000 Attention: Xxxxx Xxxxxxx Fax: (so long as it remains confidential000) supplied 000-0000
12.05 All payments made by the Licensee hereunder to any other person.
11.3 For the purpose only of calculating interest appropriate party under this Agreement where any payment or statement is sent by first class post:
11.3.1 the postmark shall be sufficient proof made in the lawful currency of the date United States by wire transfer or other electronic method (i.e., ACH) of immediately available funds to the payment or statement was sent; and
11.3.2 such payment or statement shall be deemed appropriate party, in accordance with the wire transfer instructions specified in a written notice delivered to have been received before close of business on the second working day after postingother party from time to time.
11.4 No delay or omission in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other rights or remedies. No waiver shall be binding or effective for any purpose unless expressed in writing and signed by the party giving it and any such waiver shall be effective only in the specific instance and for the purpose given.
11.5 12.06 This Agreement sets forth constitutes the entire agreement of the parties in relation hereto with respect to the subject matter hereof hereof, and each supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of the parties hereto acknowledges that it has not entered which have become merged and finally integrated into this Agreement in reliance on any representation or term not contained in this Agreement. This The parties agree that this Agreement shall not be modified or varied except by a written instrument signed by supersedes and replaces the parties heretoCHS Guaranty Agreement in its entirety.
11.6 The headings to the clauses in this Agreement are included for ease of reference only and are not part 12.07 Wherever possible, each provision of this Agreement and are not shall be interpreted in such a manner as to be taken into account in its construction.
11.7 If this Agreement creates effective and valid under applicable law, but if any rights which would in the absence provision of this provision be enforceable by any person not a party to this Agreement, such rights shall not be enforceable.
11.8 Except as expressly set out herein, the Licensee must not assign or transfer any of its rights or obligations under this Agreement (except with the written consent of MCPS).
11.9 This Agreement shall be subject prohibited by or invalid under applicable law, such provision shall be ineffective to the laws extent of England and Wales and both parties agree to submit to such prohibition or invalidity, without invalidating the exclusive jurisdiction remainder of the Courts of Englandthis Agreement.
1. Vinyl 12.08 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all derivatives of Vinyl
2. Cassette which counterparts, taken together, shall constitute one and all derivatives of Cassette
3. CDs and all derivatives of CD (including but not limited to Super Audio CD, Enhanced CD and CD-Rom)
4. DVD-Audio 5. VHSthe same instrument.
Appears in 1 contract
Samples: Loan Origination and Participation Agreement (CHS Inc)
MISCELLANIOUS. 11.1 6.1 This Agreement shall come into effect on AGREEMENT contains a complete statement of the Commencement Datetotal understanding and all the arrangements between the parties with respect to its subject matter and supersedes all previous agreements, presentations and all other material and information written or oral, between these parties concerning the subject matter herein, and cannot be revised, modified, or terminated orally. Both parties to this AGREEMENT SELLER and IMI agree that there are no representations, warranties, or agreements, written or oral, upon which they have relied, other then those set forth specifically in this AGREEMENT.
11.2 Save 6.2 IMI'S obligations under this AGREEMENT may not be assigned except (i) with the prior written consent of SELLER or (ii) to a subsidiary or affiliate of IMI, provided, in either case, that IMI shall remain fully liable for the purposes performance of complying with all its obligations under this AGREEMENT.
6.3 All or any portion of the credits may be assigned by SELLER only to a subsidiary, parent or controlled affiliate without the consent of IMI. If all or any portion of the credits are assigned under this Section 6.3 all references to SELLER shall, where appropriate, be deemed to refer to the Licensee or to its Members or to any Associated Society and save for disclosure to its professional advisers, PRS for Music, BPI and AIM, MCPS shall not, without the Licensee’s written consent, disclose any confidential information (so long as it remains confidential) supplied by the Licensee hereunder to any other person.
11.3 For the purpose only of calculating interest under this Agreement where any payment or statement is sent by first class post:
11.3.1 the postmark shall be sufficient proof assignee of the date credits. No assignment of credits can be effected by SELLER, except as set forth in this Section 6.3 unless IMI shall have given its prior written consent which shall not be unreasonable withheld. It is agreed if IMI shall withhold its written consent to a proposed transfer by reason of the payment or statement was senttransferee conducting a business in competition with IMI; and
11.3.2 such payment or statement consent shall be deemed to have been received before close of business on the second working day after postingbe reasonable withheld.
11.4 No delay or omission 6.4 If either party to this AGREEMENT shall consider the other in exercising any right or remedy hereunder shall operate as a waiver thereof or default of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other its obligations hereunder, such party not be entitled to pursue either rights or remedies. No waiver remedies provided under this AGREEMENT or by law unless and until (i) it shall have served a notice of default and demand for cure upon the defaulting party which shall have had a period of one hundred eighty (180) days from the date of its receipt of the aforesaid default notice to cure and correct the alleged default or compromise the dispute to the satisfaction of all parties.
6.5 All notices and other communications under this AGREEMENT shall be binding or effective for any purpose unless expressed in writing and signed by the party giving it and any such waiver shall be effective only in the specific instance and for the purpose given.
11.5 This Agreement sets forth the entire agreement of considered given when delivered personally or mailed by registered mail, return receipt requested, to the parties in relation at the following addresses (or at such other address as a party may designate by notice to the subject matter hereof and each of the parties hereto acknowledges that it has not entered into this Agreement in reliance on any representation or term not contained in this Agreement. This Agreement shall not be modified or varied except by a written instrument signed by the parties heretoother): IF TO SELLER: Universal Detection Technology ------------------------------ ------------------------------ Tel.
11.6 The headings to the clauses in this Agreement are included for ease of reference only and are not part of this Agreement and are not to be taken into account in its construction.
11.7 If this Agreement creates any rights which would in the absence of this provision be enforceable by any person not a party to this Agreement, such rights shall not be enforceable.
11.8 Except as expressly set out herein, the Licensee must not assign or transfer any of its rights or obligations under this Agreement (except with the written consent of MCPS).
11.9 This Agreement shall be subject to the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the Courts of England.
1. Vinyl and all derivatives of Vinyl
2. Cassette and all derivatives of Cassette
3. CDs and all derivatives of CD (including but not limited to Super Audio CD, Enhanced CD and CD: ________________________ Cell: 310-Rom)
4. DVD435-Audio 5. VHS3180 Fax: _________________________
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