Section Miscellaneous. The Borrower agrees that all notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed, telecopied, telexed, telegraphed or delivered to the Borrower at the address of the Borrower set forth next to its signature, or at such other address as may hereafter be specified by the Borrower set forth next to its signature, or at such other address as may hereafter be specified by the Borrower to the Lender (at its address set forth herein) in writing. All notices and communications shall be effective (i) if mailed, when received or three days after mailing, whichever is earlier, (ii) it telecopied, when transmitted, and (iii) if delivered, upon delivery. No failure on the part of the Lender to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Lender preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of the Lender. No amendment or waiver of any provision of this Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Borrower hereby agrees to pay on demand all costs and expenses (including, without limitation, all fees and expenses of counsel to the Lender) incurred by the Lender in connection with (i) the preparation, execution, delivery, administration and amendment of this Agreement and the other Loan Documents, and (iii) the enforcement of the Lender's rights, and the collection of all amounts due, hereunder. Borrower hereby (i) irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Agreement, (ii) waives any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines, and ----- --- ---------- (iii) irrevocably agrees that all c...
Section Miscellaneous. This Agreement may be amended or modified only by a writing executed by the Executive and the Company. This Agreement will be governed by and construed in accordance with the internal laws of the State of Nebraska. This Agreement constitutes the entire agreement of the Company and the Executive with respect to the matters set forth in this Agreement and supersedes any and all other agreements between the Company and the Executive relating to those matters. Any notice required to be given pursuant to this Agreement will be deemed given (i) when delivered in person or by courier or (ii) on the third calendar day after it is sent by facsimile, with written confirmation of receipt, if to the Company, to: Chairman of the Board, CalEnergy Company, Inc. at 302 South 36th Street, Suite 400, Xxxxx, Xxxxxxxx 00000, xxx xxxxxx (000) 000-0000, xxx, if to the Exxxxxxxx, xx 002 South 36th Street, Suite 400, Xxxxx, Xxxxxxxx 00000, xxx xxxxxx (000) 000-0000 xx xo such other addresx xx xxx be subsequently designated by the Company or the Executive in writing to the other party. A waiver by a party of a breach of this Agreement will not constitute a waiver of any other breach, prior or subsequent, of this Agreement.
Section Miscellaneous. 11.1. Appendices, inconsistencies and severability This Project Agreement consists of this core text and: − Appendix 1 (Background included) − Appendix 2 (Accession document) − Appendix 3 (Project Plan including budget) In case the terms of this Project Agreement are in conflict with the terms of the Grant Agreement or Consortium Agreement, the terms of the Grant Agreement and its Annexes shall prevail over the Consortium Agreement and its Attachments and the Consortium Agreement and its Attachments shall prevail over the Project Agreement and its Appendices. In case of conflicts between the Appendices and the core text of this Project Agreement, the latter shall prevail. Should any provision of this Project Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of this Project Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated that fulfils the purpose of the original provision.
11.2. No representation, partnership or agency Except as otherwise provided in Section 6.5.4, no Party shall be entitled to act or to make legally binding declarations on behalf of any other Party or of the Project Consortium. Nothing in this Project Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties.
11.3. Notices and other communication Any notice to be given under this Project Agreement shall be in writing to the addresses and recipients as listed in the most current address list kept by the Project Lead.
Section Miscellaneous. This Amendment shall be governed by, and construed in ------------- accordance with, the laws of the State of Tennessee. This Amendment may be executed by the parties hereto in separate counterparts (including by facsimile) each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. The Master Agreement, as amended hereby, remains in full force and effect. Any reference to the Master Agreement from and after the date hereof shall be deemed to refer to the Master Agreement as amended hereby, unless otherwise expressly stated. Dollar hereby agrees to pay, or promptly reimburse the Agent for, all costs and expenses incurred by the Agent in connection with this Amendment, including, without limitation, all reasonable attorneys' fees and disbursements.
Section Miscellaneous. As amended by this Amendment, the Certificate Purchase Agreement is in all respects ratified and confirmed, and the Certificate Purchase Agreement as amended by this Amendment shall be read, taken and construed as one and the same instrument.
Section Miscellaneous. The City agrees to install heaters in all equipment where practicable. The City shall provide fire insurance covering the tools owned by employees and used in performance of their duties with the City. Proper accommodations, including washrooms and dry room facilities shall be provided for employees to have their meals and keep their
Section Miscellaneous. 49 Section 35. Construction...................................................................................49 Section 36. Further Assurances.............................................................................49 Section 37. Enforcement and Waiver by the Lender...........................................................49 Section 38. Expenses of the Lender.........................................................................49 Section 39. Notices........................................................................................50 Section 40. Waiver and Indemnification by the Borrower and the Guarantors..................................51 Section 41. Participation..................................................................................51 Section 42. Waiver of Jury Trial...........................................................................51 Section 43. Applicable Law; Consent to Jurisdiction........................................................52 Section 44. Binding Effect, Assignment, and Entire Agreement...............................................52 Section 45. Severability...................................................................................52 Section 46. Counterparts...................................................................................52 .........THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of March 2, 2001, is by and among LUXTEC CORPORATION, a Massachusetts corporation with its principal office at 99 Hartwell Street, West Boylston, Massachusetts (the "Borrower"), FIBER IMAGING TECHNOLOGIEX, XXX., a Massachusetts corporation with its principal office at 99 Hartwell Street, West Boylston, Massachusetts, CATHTEC INCORPORATED, a Massachusetts corxxxxxxxx xxxx xxx principal office at 99 Hartwell Street, West Boylston, Massachusetts, CARDIODYNE, INC., a Massachusetts corporaxxxx (xxxxxxxx with Fiber Imaging Technologies, Inc. and Cathtec Incorporated, the "Guarantors") and ARK CLO 2000-1, LIMITED, c/o Patriarch Partners, LLC, 40 Wall Street, New York, New York 10005 (as assignee of The First National Bank of Boston) (the "Lxxxxx"). RECITAL -------
Section Miscellaneous. This Guaranty constitutes the entire agreement of the Guarantors with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in addition to any other guaranty of or collateral security for any of the Obligations. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined.
Section Miscellaneous. This Consortium Agreement, the annexes, the Grant Agreement, and when such exists, addendum and any complementary agreement(s), shall constitute the entire agreement among the Parties in respect of the Project, and supersede all previous negotiations, commitments and documents concerning the Project including any memorandum of understanding among the Contractors (whether or not with others) which relate to the Project or its proposal to the European Commission
Section Miscellaneous. 11.1 Attachments, inconsistencies and severability This Consortium Agreement consists of this core text and: Attachment 1 (Background included)
