Common use of Section Miscellaneous Clause in Contracts

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 claims in respect of such an action or proceeding may be heard and determined in such New York State or Federal court. Each of the Borrowers would (by its acceptance hereof) waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

Section Miscellaneous. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous and contemporaneous oral or written negotiations, agreements, arrangements and understandings relating to the subject matter hereof. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement. This Agreement shall not be amended, supplemented or modified except by an instrument in writing signed and delivered by each of the parties hereto. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE APPLICATION OF ITS CONFLICT OF LAWS RULES. The Borrower agrees that representations, warranties, agreements and covenants of the parties set forth in this Agreement shall survive the Closing Date. This Agreement may be executed in any number of counterparts, and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all notices or other communications such counterparts put together shall constitute but one and the same Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, if any. The headings preceding the text of Sections of this Agreement are provided for hereunder shall convenience and reference only and should not be used 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 construing this Agreement. Except 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 otherwise set forth herein) , no remedy set forth in writing. All notices and communications this Agreement or otherwise conferred upon or reserved to any party 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 considered exclusive of any other rightremedy available hereunder, powerat law or in equity to any party, privilege but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or remedy of the Lenderas may be deemed expedient. No amendment or waiver of If any provision of this NoteAgreement is or becomes invalid, nor consent to any departure by the Borrower therefrom, shall illegal or unenforceable in any event respect, it shall be effective unless ineffective to the same extent of such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. No party hereto shall make any public disclosure of the specific terms of this Agreement, except as required by law and then only upon joint consultation as to the substance of such disclosure; provided, however, that the parties hereto may disclose the material financial terms of this Agreement and the occurrence of the Closing in applicable regulatory filings and financial statements without such prior consultation. In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have the opportunity to have access to confidential information relating to the other parties. Each party shall treat such information as confidential, preserve the confidentiality thereof and not duplicate or use such information, except to advisors, consultants and affiliates in connection with the transactions contemplated hereby, and except as required to comply with any law or any provision of this Agreement. All notices, approvals or other communications Seller or the Partnership may desire or be required to give to each other under the terms of this Agreement shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance deemed to have been properly given, served 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 received (i) the preparationif delivered by messenger, 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 Agreementwhen delivered, (ii) waives any defense based if mailed in the United States certified or registered mail, postage prepaid, return receipt requested, on doctrines of venue or forum non conveniensthe third (3rd) business day after mailing, or similar rules or doctrines, and ----- --- ---------- (iii) irrevocably agrees that all claims if telexed, telegraphed or telecopied, six (6) hours after being dispatched by telex, telegram or telecopy if such sixth (6th) hour falls on a business day within the hours of 8:00 a.m. through 5:00 p.m. of the time in respect effect at the place of receipt, or at 8:00 a.m. on the next business day thereafter if such hour is later than 5:00 p.m., or (iv) if delivered by reputable express carrier, freight prepaid, the next business day after delivery to such carrier, addressed to such party as follows: If to Seller, addressed as follows: Old River Development, Inc. 000 Xxxxx Xxxxx Xx. Xxx Xxxxx, Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx Xxxx, Esq. with a copy to: XxXxxxxxx, Will & Xxxxx 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxx Xxxxxxxx, Esq. If to the Partnership, addressed as follows: Bally's Olympia Limited Partnership x/x Xxxxx'x Xxxx Xxxxx Xxxx Xxxxx & Boardwalk Xxxxxxxx Xxxx, Xxx Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxxx Xxxxxx, Esq. with a copy to: Xxxxxx & Xxxxxxx Sears Tower, Suite 5800 Xxxxxxx, Xxxxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx X. Xxxxxxxx, Esq. Any notice to the other parties to this Agreement shall be deemed to have been properly given, served and received if given in the manner described above to the address of such an action party as set forth on a signature page of this Agreement. Any party may change the address or proceeding party to which notices may be heard and determined in such New York State sent by notice to the other party or Federal court. Each of the Borrowers would (by its acceptance hereof) waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreementparties as provided herein.

Section Miscellaneous. The Borrower agrees that all notices Any notice required or other communications provided for hereunder permitted to be given under this Agreement shall be given in writing (including telecommunications) and shall be mailed, telecopied, telexed, telegraphed or delivered to the Borrower at the address accordance with Section 10.1 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 deliveryCredit Agreement. No failure or delay on the part of the Lender to exercise, and no delay Collateral Agent in exercising, the exercise of any right, power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or remedy hereunder shall operate as be construed to be a waiver thereofof any default or acquiescence therein, nor shall any single or partial exercise thereof by the Lender of any such power, right or privilege preclude any other or further exercise thereof or the exercise of any other right, power, privilege right or remedy of the Lenderprivilege. 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 All rights 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 remedies existing under this Agreement and the other Loan DocumentsCredit Documents are cumulative to, and (iii) not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the enforcement validity, legality and enforceability of the Lender's rightsremaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent, assign any right, duty or obligation hereunder. This Agreement and the collection of other Credit Documents embody the entire agreement and understanding between Grantors and the Collateral Agent and supersede all amounts due, hereunder. Borrower hereby (i) irrevocably submits prior agreements and understandings between such parties relating to the jurisdiction subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of any New York State prior, contemporaneous or Federal court sitting subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in New York City one or more counterparts and by different parties hereto in any action or proceeding arising out separate counterparts, each of or relating which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached 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 a single counterpart so that all claims in respect of such an action or proceeding may be heard and determined in such New York State or Federal courtsignature pages are physically attached to the same document. Each of the Borrowers would (by its acceptance hereof) waive any right to trial by jury in any actionTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, proceeding or counterclaim arising out of or relating to this AgreementAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section Miscellaneous. The Borrower Each of Assignor and Assignee hereby agrees that all notices from time to time, upon request of the other such party hereto, to take such additional actions and to execute and deliver such additional documents and instruments as such other party may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Unless otherwise specifically provided herein, any notice or other communications provided for hereunder shall communication herein required or permitted to 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 given shall be in writing and signed may be personally served or sent by the Lender, telefacsimile or United States mail or courier service and then such waiver or consent shall be effective only deemed to have been given when delivered in person or by courier service, upon receipt of telefacsimile or three Business Days after depositing it in the specific instance United States mail with postage prepaid and properly addressed. For the purposes hereof, the notice address of each of Assignor and Assignee shall be as set forth on the Schedule of Terms or, as to either such party, such other address as shall be designated by such party in a written notice delivered to the other such party. In addition, the notice address of Assignee set forth on the Schedule of Terms shall serve as the initial notice address of Assignee for purposes of subsection 10.8 of the specific purpose for which givenCredit Agreement. Any In case any provision hereof which is prohibited in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent validity, legality and enforceability of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity obligations, or enforceability of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. Borrower hereby agrees to pay on demand all costs THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. This Agreement shall be binding upon, and expenses (including, without limitation, all fees and expenses of counsel shall inure to the Lenderbenefit of, the parties hereto and their respective successors and assigns. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement shall become effective upon the date (the "Effective Date") incurred by upon which all of the Lender in connection with following conditions are satisfied: (i) the preparation, execution, delivery, administration execution of a counterpart hereof by each of Assignor 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 AgreementAssignee, (ii) waives any defense based on doctrines the receipt by Agent of venue or forum non conveniensthe processing and recordation fee referred to in subsection 10.1B(i) of the Credit Agreement, or similar rules or doctrines, and ----- --- ---------- (iii) irrevocably agrees that all claims in respect the event Assignee is a Non-US Lender (as defined in subsection 2.7B(iii)(a) of the Credit Agreement), the delivery by Assignee to Agent of such an action forms, certificates or proceeding other evidence with respect to United States federal income tax withholding matters as Assignee may be heard and determined required to deliver to Agent pursuant to said subsection 2.7B(iii)(a), (iv) the execution of a counterpart hereof by Agent as evidence of its acceptance hereof in such New York State or Federal court. Each accordance with subsection 10.1B(ii) of the Borrowers would Credit Agreement, (v) to the extent required by its subsection 10.1B(ii) of the Credit Agreement, the execution of a counterpart hereof by Company as evidence of acceptance hereofhereof in accordance with such subsection, (vi) waive any right to trial the receipt by jury Agent of originals or telefacsimiles of the counterparts described above and authorization of delivery thereof, and (vii) the recordation by Agent in any action, proceeding or counterclaim arising out the Register of or relating to this the pertinent information regarding the assignment effected hereby in accordance with subsection 10.1B(ii) of the Credit Agreement.