Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business. (c) Each party agrees that any suit, action or proceeding with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts of the State of Nevada, including any federal court located within the State of Nevada. Accordingly, each party submits irrevocably to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives irrevocably any right which it may have to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevada, and any defense which it may have to the enforcement of this provision, whether based on the inconvenience of the forum or otherwise. (d) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder but is serving as escrow holder only. Coronation agrees to pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate forms for tax I.D. number certifications.
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Samples: Escrow Agreement (Coronation Acquisition Corp), Escrow Agreement (Coronation Acquisition Corp)
Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent Trustee is open for business.
(cb) Each party agrees that any suit, action or proceeding with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts of the State of Nevada, including any federal court located within the State of Nevada. Accordingly, each party submits irrevocably to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives irrevocably any right which it may have to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevada, and any defense defence which it may have to the enforcement of this provision, whether based on the inconvenience of the forum or otherwise.
(dc) The Escrow Agent Trustee does not have any interest in the Escrow Pooled Shares deposited hereunder but is serving as escrow holder only. Coronation SE Global agrees to pay or reimburse the Escrow Agent Trustee upon request for any transfer taxes or other taxes relating to the Escrow Pooled Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent Trustee for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Pooled Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent Trustee with appropriate forms for tax I.D. number certifications.
(d) This Agreement shall be construed in accordance with and bound by the laws of the State of Utah and the laws of the United States of America applicable in the State of Minnesota.
Appears in 2 contracts
Samples: Share Purchase Agreement (Se Global Equities Corp), Share Purchase Agreement (Sun New Media Inc.)
Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent Trustee is open for business.
(cb) Each party agrees that any suit, action or proceeding with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts of the State of Nevada, including any federal court located within the State of Nevada. Accordingly, each party submits irrevocably to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives irrevocably any right which it may have to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevada, and any defense defence which it may have to the enforcement of this provision, whether based on the inconvenience of the forum or otherwise.
(dc) The Escrow Agent Trustee does not have any interest in the Escrow Pooled Shares deposited hereunder but is serving as escrow holder only. Coronation SE Global agrees to pay or reimburse the Escrow Agent Trustee upon request for any transfer taxes or other taxes relating to the Escrow Pooled Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent Trustee for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Pooled Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent Trustee with appropriate forms for tax I.D. number certifications.
(d) This Agreement shall be construed in accordance with and bound by the laws of the State of Utah and the laws of the United States of America applicable in the State of Minnesota.
(f) This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.
Appears in 2 contracts
Samples: Pooling Agreement (Sun New Media Inc.), Pooling Agreement (Se Global Equities Corp)
Other Miscellaneous Provisions. (a) This Agreement may be executed ------------------------------ simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(bi) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business.
(cii) Each party agrees that any suitThis Agreement shall be interpreted, action or proceeding construed, enforced and administered in accordance with respect to this Agreement, the internal substantive laws (and not the performance choice of the parties hereunder shall only be brought in the courts law rules) of the State of NevadaNew York. Unless provided otherwise by an order of the Court, including any federal court each of the parties hereto hereby submits to the personal jurisdiction of and each agrees that all proceedings relating hereto to which the Escrow Agent is a plaintiff or named party shall be brought in courts located within the City and State of NevadaNew York, Los Angeles, California or elsewhere as the Escrow Agent may select. Accordingly, each party submits irrevocably Each of the parties hereto hereby waives the right to the exclusive jurisdiction of such courts for the purpose of trial by jury in any such proceedings. To the extent that in any jurisdiction any party may be entitled to claim, for itself or its assets, immunity from suit, action execution, attachment (whether before or proceeding and waives after judgment) or other legal process, such party hereby irrevocably any right which it may have agrees not to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevadaclaim, and any defense which it may have to the enforcement of this provisionhereby waives, whether based on the inconvenience of the forum or otherwisesuch immunity.
(diii) No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions "The Bank of New York by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any other parties hereto, or on such party's behalf, without the prior written consent of the Escrow Agent.
(iv) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder Funds but is serving servings as escrow holder onlyonly and having only possession thereof. Coronation agrees to Sellers and Buyer shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Shares Funds shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate forms form for tax I.D. number certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income received on investment of funds, which are a part of the Escrow Funds and is not responsible for any other reporting as provided in Section 5.7 hereof.
Appears in 1 contract
Other Miscellaneous Provisions. (a) This Agreement may be ------------------------------ executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business.
(c) Each party agrees that any suitThis Agreement shall be interpreted, action or proceeding construed, enforced and administered in accordance with respect to this Agreement, the internal substantive laws (and not the performance choice of the parties hereunder shall only be brought in the courts law rules) of the State of NevadaNew York. Unless provided otherwise by an order of the Court, including any federal court each of the parties hereto hereby submits to the personal jurisdiction of and each agrees that all proceedings relating hereto to which the Escrow Agent is a plaintiff or named party shall be brought in courts located within the City and State of NevadaNew York, Los Angeles, California or elsewhere as the Escrow Agent may select. Accordingly, each party submits irrevocably Each of the parties hereto hereby waives the right to the exclusive jurisdiction of such courts for the purpose of trial by jury in any such proceedings. To the extent that in any jurisdiction any party may be entitled to claim, for itself or its assets, immunity from suit, action execution, attachment (whether before or proceeding and waives after judgment) or other legal process, such party hereby irrevocably any right which it may have agrees not to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevadaclaim, and any defense which it may have to the enforcement of this provisionhereby waives, whether based on the inconvenience of the forum or otherwisesuch immunity.
(d) No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions "The Bank of New York by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any other parties hereto, or on such party's behalf, without the prior written consent of the Escrow Agent.
(e) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder Funds but is serving servings as escrow holder onlyonly and having only possession thereof. Coronation agrees to Seller and Buyer shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Shares Funds shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate forms form for tax I.D. number certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income received on investment of funds, which are a part of the Escrow Funds and is not responsible for any other reporting as provided in Section 5.7 hereof.
Appears in 1 contract
Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Lock-Up Escrow Agent is open for business.
(c) Each party agrees that any suit, action or proceeding with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts of the State of NevadaDelaware, including any federal court located within the State of NevadaDelaware. Accordingly, each party submits irrevocably to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives irrevocably any right which it may have to bring any such suit, action or proceeding in any forum other than a court of the State of NevadaDelaware, or in any federal court located within the State of NevadaDelaware, and any defense which it may have to the enforcement of this provision, whether based on the inconvenience of the forum or otherwise.
(d) The Lock-Up Escrow Agent does not have any interest in the Escrow Lock-Up Shares deposited hereunder but is serving as escrow holder only. Coronation Parent agrees to pay or reimburse the Lock-Up Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Lock-Up Shares incurred in connection herewith and shall indemnify and hold harmless the Lock-Up Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Lock-Up Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Lock-Up Escrow Agent with appropriate forms for tax I.D. number certifications.
Appears in 1 contract
Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent Trustee is open for business.
(cb) Each party agrees that any suit, action or proceeding with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts of the State of Nevada, including any federal court located within the State of Nevada. Accordingly, each party submits irrevocably to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives irrevocably any right which it may have to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevada, and any defense defence which it may have to the enforcement of this provision, whether based on the inconvenience of the forum or otherwise.
(dc) The Escrow Agent Trustee does not have any interest in the Escrow Pooled Shares deposited hereunder but is serving as escrow holder only. Coronation SNMD agrees to pay or reimburse the Escrow Agent Trustee upon request for any transfer taxes or other taxes relating to the Escrow Pooled Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent Trustee for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Pooled Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent Trustee with appropriate forms for tax I.D. number certifications.
(d) This Agreement shall be construed in accordance with and bound by the laws of the State of Utah and the laws of the United States of America applicable in the State of Minnesota.
(f) This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.
Appears in 1 contract
Samples: Pooling Agreement (NextMart Inc.)
Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(bi) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business.
(cii) Each party agrees that any suitThis Agreement shall be interpreted, action or proceeding construed, enforced and administered in accordance with respect to this Agreement, the internal substantive laws (and not the performance choice of the parties hereunder shall only be brought in the courts law rules) of the State of NevadaNew York. Unless provided otherwise by an order of the Court, including any federal court each of the parties hereto hereby submits to the personal jurisdiction of and each agrees that all proceedings relating hereto to which the Escrow Agent is a plaintiff or named party shall be brought in courts located within the City and State of NevadaNew York, Los Angeles, California or elsewhere as the Escrow Agent may select. Accordingly, each party submits irrevocably Each of the parties hereto hereby waives the right to the exclusive jurisdiction of such courts for the purpose of trial by jury in any such proceedings. To the extent that in any jurisdiction any party may be entitled to claim, for itself or its assets, immunity from suit, action execution, attachment (whether before or proceeding and waives after judgment) or other legal process, such party hereby irrevocably any right which it may have agrees not to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevadaclaim, and any defense which it may have to the enforcement of this provisionhereby waives, whether based on the inconvenience of the forum or otherwisesuch immunity.
(diii) No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions "The Bank of New York by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any other parties hereto, or on such party's behalf, without the prior written consent of the Escrow Agent.
(iv) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder Funds but is serving as escrow holder onlyonly and having only possession thereof. Coronation agrees to Sellers and Buyer shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Shares Funds shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with the appropriate forms form for tax I.D. number certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income received on investment of funds, which are a part of the Escrow Funds and is not responsible for any other reporting as provided in Section 5.7 hereof.
Appears in 1 contract
Other Miscellaneous Provisions. (a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business.
(c) Each party agrees that any suit, action or proceeding This Agreement shall be governed by and construed in accordance with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts laws of the State of NevadaCalifornia. Notwithstanding the foregoing, including any federal court located within the State of Nevada. Accordingly, each party submits irrevocably to performance or discharge by the exclusive jurisdiction of such courts for the purpose Escrow Agent of any of its rights, powers, duties or responsibilites under this Agreement shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereto hereby waives its right to trial by jury in any such proceedings. To the extent that in any jurisdiction any party may be entitled to claim, for itself or its assets, immunity from suit, action execution, attachment (whether before or proceeding and waives after judgment) or other legal process, such party hereby irrevocably any right which it may have agrees not to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevadaclaim, and any defense which it may have to the enforcement of this provisionhereby waives, whether based on the inconvenience of the forum or otherwisesuch immunity.
(d) No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions Computershare Trust Company of Canada by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of the Escrow Agent.
(e) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder but is serving as escrow holder onlyonly and having only possession thereof. Coronation agrees to The Company and the Purchasers shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the Escrow Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with the appropriate forms form for tax I.D. number certifications.
Appears in 1 contract