Term Miscellaneous. The term of this Memorandum commenced on the Effective Date and will remain in full force and effect until terminated as provided in this Memorandum. This Memorandum may be terminated at any time by the mutual written agreement of the parties or by any party upon thirty (30) days’ prior written notice to all other parties. Each party acts independently in the performance of its obligations under this Memorandum and no party is an agent of the other. This Memorandum contains the entire agreement and understanding between the parties with respect to the subject matter of this Memorandum and contains all the terms and conditions of the parties’ agreement and supersedes any other oral or written negotiations, discussions, representations, and/or agreements. Any notice will be deemed given when personally delivered or delivered by facsimile or email transmission (with electronic confirmation of delivery), or will be deemed given three days following delivery of the notice by U.S. mail, certified, return receipt requested, postage prepaid, by the applicable party to the address of the other parties first shown above (or any other address that a party may designate by notice to the other party), unless that day is a Saturday, Sunday, or legal holiday, in which event it will be deemed delivered on the next following business day. For purposes of this Memorandum, the term “Effective Date” means the date upon which this Memorandum is executed by all parties.
Term Miscellaneous a) This Letter of Agreement shall terminate on the earlier of: (i) Closing, (ii) the determination by Group 1 within the due diligence period referenced herein that: (A) representations or warranties made to Group 1 by Vision-R with respect to any of the Transactions are materially inaccurate or Vision-R failed to disclose material information with respect to these Transactions, or (B) there are material defects or failures of title with respect to the Assets, uneconomic or burdensome contracts or other conditions, results or prospects which, in the reasonable business judgment of Group 1, have had or are likely to have a material, adverse effect on the Assets, or business interests of Vision-R, (iii) Group 1 has failed, using reasonable efforts, to complete its due diligence efforts as contemplated hereunder by close of business January 7, 2002; (iv) Vision-R and Group 1 have failed to enter into the Closing Agreement by December 14, 2001 or to close the Transactions on or before January 7, 2002, or (v) either party hereto has breached a material provision of this Letter of Agreement and has failed to cure same within five (5) days of notice thereof from the non-defaulting party. In the event that this Letter of Agreement is terminated due to an uncured breach hereunder, the non-defaulting party hereto shall be entitled to any and all appropriate remedies under law. b) This Letter of Agreement shall be governed by and enforced in accordance with the laws of the State of Maryland, principles of conflicts of law notwithstanding. c) Each party hereto expressly agrees that jurisdiction over it with respect to any action brought under or in connection with this Letter of Intent shall appropriately lie in the State of Maryland, USA or the Province of Ontario, Canada, and that appropriate and convenient venue lies therein. Vision-R expressly agrees that jurisdiction over it with respect to any action brought under or in connection with this Agreement by Group 1 shall appropriately lie in the State of Maryland, USA and that appropriate and convenient venue lies in Prince George’s County, Maryland, USA. This Letter of Agreement is binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with its terms. The rights and obligations of any party to this Letter of Agreement may not be assigned by any party without the prior written consent of the other party, except that Group 1 may assign this Letter of Agre...
Term Miscellaneous. 10.1 Term 22 10.2 Choice of Law; Submission to Jurisdiction 22 10.3 Notice 22 10.4 Entire Agreement 23 10.5 Amendment or Modification 23 10.6 Assignment 23 10.7 Counterparts 24 10.8 Severability 24 10.9 Further Assurances 24 10.10 Rights of Limited Partners 24 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Big West Oil, LLC, a Utah limited liability company (“Big West”), Big West GP, LLC, a Delaware limited liability company (“GP”), Big West Oil Partners, LP, a Delaware limited partnership (“MLP”), Big West Operating GP, LLC, a Delaware limited liability company (“Operating GP”), Big West Oil Operating, LP, a Delaware limited partnership (“Opco”) and, for the limited purpose of being bound by Article IV and Article X, Flying J Inc., a Utah corporation (“Flying J”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Term Miscellaneous
