PROVISIONS OF GENERAL. APPLICATION ---------------------------------
PROVISIONS OF GENERAL. APPLICATION
PROVISIONS OF GENERAL. APPLICABILITY -----------------------------------
PROVISIONS OF GENERAL. APPLICATION 3.1 Except as otherwise expressly provided by this Third Amendment, all of the terms, conditions and provisions to the Merger Agreement remain unaltered. The Merger Agreement and this Third Amendment shall be read and construed as one agreement.
PROVISIONS OF GENERAL. APPLICATION ---------------------------------
Section 15.1 Waivers 61 Section 15.2 Consents 61 Section 15.3 Survival 61 Section 15.4 Notices, Written; Effective Date 61 Section 15.5 Termination 62 Section 15.6 Amendments 62 Section 15.7 Binding on Successors 62 Section 15.8 Invalidity 62 Section 15.9 Expenses of Lender 63 Section 15.10 Section or Paragraph Headings 63 Section 15.11 Governing Law 63 Section 15.12 WAIVER OF JURY TRIAL 63 CREDIT AND SECURITY AGREEMENT ----------------------------- THIS CREDIT AGREEMENT (hereinafter referred to as the "Agreement") is made this 9th day of April 1999, by and between CADAPULT GRAPHIC SYSTEMS, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in New Jersey, having its principal office located at 100 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as the "Borrower") AND SUMMIT COMMERCIAL/GIBRALTAR CORP., having its principal office located at 500 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Lender").
PROVISIONS OF GENERAL. APPLICATION ---------------------------------
8.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
8.2 Nothing contained in this Agreement is intended (or to be construed) to make MOSAID and LANSTAR partners or joint venturers, or to make the employees, agents, or representatives of the respective parties hereto into employees, agents, or representatives of the other party hereto. It is intended that the relationship of MOSAID and LANSTAR to each other be at all times that of an independent contractor. No party to this Agreement shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
8.3 This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other party.
8.4 The parties hereto shall do all further acts and things and execute all further documents reasonably required in the circumstances to effect the provisions and intent of this Agreement.
8.5 Time shall be of the essence hereof.
PROVISIONS OF GENERAL. Application (a) Employee warrants and represents that (i) he is in good health and not suffering from any impairment to his general well being, (ii) the execution of this Agreement and discharge of Employee's obligations hereunder does not and will not constitute a breach of or default under (A) any employment agreement or non-competition agreement to which Employee is a party, or (B) any other contract, agreement, or understanding between Employee and any other party or parties, and (iii) Employee has ideas, information and know-how relating to the type of business conducted by Employer, and Employee's disclosure of such ideas, information and know-how to Employer will not conflict with or violate the rights of any third party or parties.
PROVISIONS OF GENERAL. Application (a) Employee warrants and represents that (i) he is in good health and not suffering from any impairment to his general well being, (ii) the execution of this Agreement and discharge of Employee's obligations hereunder does not and will not constitute a breach of or default under (A) any employment agreement or non-competition agreement which would affect the Employee's employment hereunder, or (B) any other contract, agreement, or understanding between Employee and any other party or parties, and (iii) Employee has ideas, information and know-how relating to the type of business conducted by Employer, and Employee's disclosure of such ideas, information and know-how to Employer will not conflict with or violate the rights of any third party or parties. Employee, however, does not agree to disclose nor will Employer disclose any confidential information, if any, of Employee's former employer(s).
PROVISIONS OF GENERAL. APPLICATION --------------------------------- Except as otherwise expressly provided by this Agreement, all of the terms, conditions and provisions of the Loan Agreement and each of the other Loan Documents, and all rights and remedies of the Bank under the Loan Agreement and the other Loan Documents, shall remain unaltered. This Agreement is a Loan Document for all purposes of the Loan Agreement. This Agreement and the rights and obligations hereunder of each of the parties hereto shall in all respects be construed in accordance with and governed by the internal laws of the State of California. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto.
PROVISIONS OF GENERAL. Application - With respect to any right of indemnification arising under this Definitive Agreement, the following provisions shall apply:
(i) Procedures - The indemnified party and the indemnifying party agree to cooperate in the defense of any third party claim or action subject to this Section, to permit the cooperation and participation of the other parties in any such claim or action, and to promptly notify the other parties of the occurrence of any indemnified event or any material developments or amounts due respecting any indemnification event.
(ii) No Implications - Neither the rights of any party to indemnification from another party nor the obligations of any party to indemnify another party, under this Definitive Agreement shall in any way imply or create, and each party specifically disclaims, any responsibility whatsoever by such party for any other party's liabilities to any other person or entity or governmental body.
