Xiscellaneous. In general, attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer or other dealing with such securities or property of the Fund, except as otherwise directed by the Fund pursuant to Proper Instructions. State Street shall render to the Fund daily a report of all monies received or paid on behalf of the Fund, an itemized statement of the securities and cash for which it is accountable to the Fund under this Agreement, and an itemized statement of security transactions that settled the day before. State Street shall render to the Fund weekly an itemized statement of security transactions that failed to settle as scheduled. At the end of each week, State Street shall provide to the Fund a list of all security transactions that remain unsettled at such time.
Xiscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will be binding upon and shall inure to the benefit of the parties hereto. The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer respectively to the Trust created by, and the Trustees, as trustees but not individually or personally, acting from time to time under, the Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of the "JNL Series Trust" entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, Shareholders or representatives or agents of Trust personally, but bind only the assets of Trust, and persons dealing with the Funds must look solely to the assets of Trust belonging to such Fund for the enforcement of any claims against the Trust.
Xiscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Mahoney and such officer as may be specifically designated by the Boxxx. Xx waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth in this Agreement.
Xiscellaneous. 8.1 Arbitration; Injunctive Relief; Attorneys Fees. ----------------------------------------------- All controversies, claims, disputes, and matters in question arising out of, or relating to, this Agreement or the breach thereof, shall be decided by arbitration in accordance with the provisions of this paragraph. The arbitration proceedings shall be conducted under the applicable rules of the American Arbitration Association or its successor in effect at the time a demand for arbitration under the rules is made. The arbitration board will consist of a single arbitrator. The decision of the arbitrator, including determination of amount of any damages suffered, shall be conclusive, final, and binding the parties hereto, and their respective heirs, legal representatives, successors, and assigns. The fees and costs associated with the arbitration proceeding shall be shared equally by the parties. Such fees and costs shall not include the fees and costs of the parties' respective attorneys and witnesses, which shall be borne by the party incurring such fees and costs. Notwithstanding the foregoing, and in addition to the remedy of arbitration, the parties agree that a violation of the provisions of Section 6 and/or 7 cannot be reasonably or adequately compensated in damages and, in addition to any other relief to which the Corporation may be entitled by reason of such violation, the Corporation shall also be entitled to seek permanent and temporary injunctive and equitable relief in a court of competent jurisdiction.
Xiscellaneous. The rights and remedies herein conferred are cumulative and not exclusive of any other rights and remedies and shall be in addition to every other right, power and remedy herein specifically granted or hereafter existing at law, in equity, or by statute which Assignee might otherwise have, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Assignee may deem expedient. No delay or omission in the exercise of any such right, power or remedy or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver thereof or of any default or to be an acquiescence therein. In the event of breach or default under the terms of this Agreement by Assignor, Assignor agrees to pay all reasonable attorneys fees and legal expenses incurred by or on behalf of Assignee in enforcement of this Agreement, in exercising any remedy arising from such breach or default, or otherwise related to such breach or default. Assignor additionally agrees to pay all reasonable costs and out-of-pocket expenses, including, without limitation, reasonable attorneys fees and legal expenses incurred by Assignee in obtaining possession of Patents, and other otherwise incurred in foreclosing upon the Patents. Regardless of any breach or default, Assignor agrees to pay all expenses, including reasonable attorneys fees and legal expenses, incurred by Assignee in any bankruptcy proceeding of any type involving Assignor, the Patents, or this Agreement, including, without limitation, expenses incurred in modifying or lifting the automatic stay, determining adequate protection, use of cash Patents, or relating to any plan of reorganization. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any provision of this Agreement which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references in this Agreement to the singular shall be deemed to include the plural if the context so requires and vice versa. Reference in the collective or conjunctive shall also include the disjunctive unless the context otherwise clearly requires a different interpre...
Xiscellaneous. This Agreement constitutes the entire agreement of the parties, and supersedes all prior agreements and understandings concerning the subject matter hereof. No waiver of any provision hereof shall be effective unless in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.
Xiscellaneous. This Agreement shall be governed by the laws of the State of Delaware, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder.
Xiscellaneous. These terms constitute a part of the Declaration. The Sponsor will provide a copy of the Declaration, the Preferred Securities Guarantee or the Common Securities Guarantee (as may be appropriate), and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business. EXHIBIT A-1 FORM OF PREFERRED SECURITY CERTIFICATE [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This Preferred Security is a Global Certificate within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company (the "Depositary") or a nominee of the Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Declaration and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Preferred Security is presented by an authorized representative of The Depository Trust Company (55 Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) xx the Trust or its agent for registration of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] Certificate Number ___________ Number of Preferred Securities __________ CUSIP NO. ___________ Certificate Evidencing Preferred Securities of Kennametal Financing I ____% Trust Originated Preferred Securities (liquidation amount $50 per Preferred Security) Kennametal Financing I, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that __________ (the "Holder") is the registered owner of preferred securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust designated as the ____% Trust Originated Preferred Securities (liquidation amount $50 per preferred security) (the "Preferred Securities"). The Preferred Securities are transferable on the bo...
Xiscellaneous. This Agreement will be governed by the laws of the State of California, excluding the application of its conflict of law rules. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect, and enforceable. You agree that the Software will not be shipped, transferred or exported into any country in violation of, or be used in any manner prohibited by, U.S. export laws and regulations. EXHIBIT C-2 SAMPLE END USER LICENSE AGREEMENT FOR BROADBASE SOFTWARE, INC. BROADBASE SOFTWARE LICENSE AGREEMENT
Xiscellaneous. This Agreement constitutex xxx xxxxxx xgreement, and supersedes all prior agreements, of the parties hereto relating to the subject matter hereof, and there are no written or oral terms or representations made by either party other than those contained herein. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The validity, interpretation, performance and enforcement of the Agreement shall be governed by the laws of the State of Maryland. The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
