Miscelxxxxxxx. (A) All notices or other communications given or made hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned at his address set forth below and to the Company.
(B) This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.
(C) The provisions of this Subscription Agreement shall survive the execution thereof.
(D) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The parties further: (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in any Federal or State court of competent jurisdiction within Sarasota County, Florida (ii) waive any objection that they may have now or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consent to the in personal jurisdiction of any Federal or State court of competent jurisdiction within Sarasota County, Florida in any such suit, action or proceeding. The parties each further agree to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in a Federal or State court of competent jurisdiction within Sarasota County, Florida, and that service of process upon the parties mailed by certified mail to their respective addresses shall be deemed in every respect effective service of process upon the parties, in any action or proceeding.
Miscelxxxxxxx. Xxxx xxxxx xxxxxx xx xxxxxxx xxxx xxxther actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
Miscelxxxxxxx x) Xhis Agreement represents the entire agreement between the parties in connection with the subject matter of this Agreement. It can not be changed except upon a written instrument signed by both parties. This Agreement is governed by and interpreted in accordance with the copyright law of the United States, and those laws of the State of California which are applicable to agreements entered into and performed entirely within the State of California.
b) No warranties or representations will be deemed to have been made by either party except as expressly set forth herein.
c) In the event any one or more of the provisions of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will be unimpaired and the invalid, illegal, or unenforceable provision will be replaced by a mutually acceptable provision which, being valid, legal, and enforceable, comes closest or unenforceable provision.
d) A waiver by either party of any term or condition of this Agreement will not be deemed or construed to be a waiver of such term or condition for the future. All remedies, rights, undertakings, and obligations contained in this Agreement will be cumulative and none will be in limitation of any other remedy, right, undertaking, or obligation of either party.
e) Nothing herein contained will be construed to create a partnership or joint venture between the parties hereto and neither party has the power to bind the other except as expressly provided herein. Company in all dealings hereunder is an independent contractor.
f) Anything in this Agreement to the contrary notwithstanding, Company agrees that it will not permit the public performance of, or otherwise exploit or make any use whatsoever of the "Trivial Pursuit" Software product after the last day of Developer's rights (which date Developer will advise Company upon written request of Company) unless it first enters into separate agreement(s) with all parties controlling rights to "Trivial Pursuit", including, but not necessarily limited to, Developer's licenser. Developer will request that Developer's licenser give Company the right of first refusal to acquire further rights (in whatever form they may be offered (if at all) by Developer's licenser) to "Trivial Pursuit".
Miscelxxxxxxx. This Agreement (i) shall be governed by the laws of the State of California; (ii) may be executed in counterparts each of which shall constitute an original; (iii) shall be binding upon the successors, representatives, agents, officers and directors of the parties; and (iv) may not be modified or changed except in a writing signed by all parties.
Miscelxxxxxxx. Xxx xaptions in the Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
Miscelxxxxxxx. Xxxxxxxxxxxxxxx any provision of this Agreement to the contrary, the Reserve Bank and the OSBC may, in their sole discretion, grant written extensions of time to Gold Banc and the Bank to comply with any provision of this Agreement.
Miscelxxxxxxx. Xxe captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will be binding upon and shall inure to the benefit of the parties hereto. The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer respectively to the Trust created by, and the Trustees, as trustees but not individually or personally, acting from time to time under, the Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State 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 the "JNL Series Trust" entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, Shareholders or representatives or agents of Trust personally, but bind only the assets of Trust, and persons dealing with the Funds must look solely to the assets of Trust belonging to such Fund for the enforcement of any claims against the Trust.
Miscelxxxxxxx. 01.1. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.
11.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.
11.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
11.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
11.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
11.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations at law or in equity, which the parties hereto are entitled to under state and federal laws.
11.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Adviser may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Adviser, if such assignee is duly licensed and registered to perform the obligations of the Adviser under this Agreement.
Miscelxxxxxxx. (a) This Agrexxxxx xxxxx xe governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the Act, the Sub-advisers Act, or rules or orders of the SEC thereunder.
(b) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions thereof or otherwise affect their construction or effect.
(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Sub-adviser as an agent of the Fund or the Manager.
(e) This Agreement may be executed in counterparts, with the same effect as if the signatures were upon the same instrument.
Miscelxxxxxxx
