Xxxxellaneous. (a) This Agreemxxx xxxxxxxx xhe entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. (b) This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns, heirs and legal representatives, including any corporation or other business organization with which Livingston may merge or consolidate. (c) This Agreement sxxxx xxx xe assigned or otherwise transferred by a party (other than by Livingston to an Affiliate) without the prior written consent of the oxxxx xxxxxes hereto. (d) This Agreement may not be changed, modified or extended except upon written amendment executed by the Kushner, DiLorenzo and Livingston. The waiver by a party of a breach ox xxx xf xxx xxxxxsions xx xxxx Xgreement shall not operate or be construed as a waiver of any subsequent breach hereof. (e) If any provision of this Agreement is held invalid or unenforceable by any court or other tribunal of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. (f) All questions or disputes pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. (g) Each of the parties hereby agrees to (i) submit to the personal jurisdiction of the United States District Court for the Southern District of New York (and all appropriate appellate courts), or, if jurisdiction in such court is lacking, any court of the State of New York of competent jurisdiction sitting in New York County (and all appropriate appellate courts), in connection with any action or dispute hereunder, and (ii) irrevocably waive any objection it may now or hereafter have as to the venue of any proceeding brought in any such court or that any such court is an inconvenient forum. In the case any action or dispute shall be brought hereunder, the losing party or parties thereto shall pay all attorney fees, court costs and fees and costs of the prevailing party or parties thereto incident to such action or dispute or the appeal thereof. (h) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Appears in 2 contracts
Samples: Distribution and Purchase Agreement (Kushner Cedric), Distribution and Purchase Agreement (Dilorenzo James)
Xxxxellaneous. (a) This Agreemxxx xxxxxxxx xhe entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof.
(b) This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns, heirs and legal representatives, including any corporation or other business organization with which Livingston may merge or consolidate.
(c) This Agreement sxxxx xxx xe assigned or otherwise transferred by a party (other than by Livingston to an Affiliate) without the prior written consent of the oxxxx xxxxxes hereto.
(d) This Agreement may not be changed, modified or extended except upon written amendment executed by the Kushner, DiLorenzo and Livingston. The waiver by a party of a breach ox xxx xf xxx xxxxxsions xx xxxx Xgreement shall not operate or be construed as a waiver of any subsequent breach hereof.
(e) If any provision of this Agreement is held invalid or unenforceable by any court or other tribunal of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
(f) All questions or disputes pertaining to the validity, construction, execution and performance of this Agreement Xxxx Xxxxement shall be governed by and construed interpreted in accordance with the laws of the State Commonwealth of New York Kentucky, without regard to the conflicts conflict of laws provisions thereof.
(g) Each of the . The parties hereto hereby agrees to (i) submit consent to the personal jurisdiction of the United States District Court for the Southern Western District of New York (Kentucky, and all appropriate appellate courts), or, if jurisdiction in such court is lacking, any court the courts of the State of New York of competent jurisdiction sitting Kentucky in New York County (and all appropriate appellate courts)Jefferson County, in connection with any action action, suit or dispute hereunderproceeding for injunctive relief, as described in Section 5, for any violation by the Executive of the provisions of Section 6, and the parties agree that any such action, suit or proceeding may be brought in such courts and they further agree that service of process or notice in any such action, suit or proceeding shall be effective if given in the manner set forth in Section 10 hereof.
(iib) irrevocably This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. No delay on the part of any objection it party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.
(c) In view of Employer's need and desire to maintain a proper working environment with suitable demeanor of its employees and in light of Employer's sensitivity to the views of its customers and potential customers and to regulatory bodies having jurisdiction over Employer's business activities, Employer has instituted a policy of requiring employees to be subject to, at Employer's sole reasonable discretion, alcohol and drug testing procedures and requirements. Executive specifically consents to the same, agrees to be subject to whatever procedures may now or hereafter have hereinafter be put in place covering such testing and understands and agrees that Executive's consent to this is a material inducement to Employer to enter into this agreement and to provide for the employment of Executive hereunder.
(d) If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement, or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to the venue which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any proceeding brought provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable; in no event shall this Agreement be rendered void or unenforceable.
(e) The headings to the Sections of this Agreement are for convenience of reference only and shall not be given any effect in the construction or enforcement of this Agreement.
(f) This Agreement shall inure to the benefit of and be binding upon the successor and assigns of Employer, but no interest in this Agreement shall be transferable in any such court manner by Executive.
(g) This Agreement constitutes the entire employment agreement and understanding between the parties and supersedes all prior discussions, agreements and undertakings, written or that any such court is an inconvenient forum. In the case any action or dispute shall be brought hereunderoral, the losing party or parties thereto shall pay all attorney fees, court costs with respect to W-2 compensation and fees and costs of the prevailing party or parties thereto incident to such action or dispute or the appeal thereofStock options.
(h) This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all of separate counterparts which together shall constitute one and the same instrument.
(i) In the event of the termination or expiration of this Agreement, the provisions of Sections 6, 7, 8 and 10 hereof shall remain in full force and effect, in accordance with their respective terms.
(j) All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, singular or plural as the identity of the person or persons may require.
Appears in 1 contract
Xxxxellaneous. (a) This Agreemxxx xxxxxxxx xhe entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect 12.1 All references herein to the subject matter hereofFund are to each of the undersigned Funds as if this agreement were between such individual Fund and the Underwriter and the Company. All references herein to the Adviser relate solely to the Adviser of such individual Fund, as appropriate. All persons dealing with a Fund must look solely to the property of such Fund, and in the case of a series company, the respective Designated Portfolio listed on Schedule A hereto as though such Designated Portfolio had separately contracted with the Company and the Underwriter for the enforcement of any claims against the Fund. The parties agree that neither the Board, officers, agents or shareholders assume any personal liability or responsibility for obligations entered into by or on behalf of the Fund.
(b) This Agreement shall inure 12.2 Subject to the benefit ofrequirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall be binding uponnot disclose, the parties hereto disseminate or utilize such names and their respective successors, permitted assigns, heirs addresses and legal representatives, including any corporation or other business organization with which Livingston may merge or consolidate.
(c) This Agreement sxxxx xxx xe assigned or otherwise transferred by a party (other than by Livingston to an Affiliate) confidential information without the prior express written consent of the oxxxx xxxxxes heretoaffected party until such time as such information may come into the public domain.
(d) This 12.3 The captions in this Agreement may not be changed, modified are included for convenience of reference only and in no way define or extended except upon written amendment executed by delineate any of the Kushner, DiLorenzo and Livingston. The waiver by a party of a breach ox xxx xf xxx xxxxxsions xx xxxx Xgreement shall not operate provisions hereof or be construed as a waiver of any subsequent breach hereofotherwise affect their construction or effect.
(e) If any provision of this Agreement is held invalid or unenforceable by any court or other tribunal of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
(f) All questions or disputes pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof.
(g) Each of the parties hereby agrees to (i) submit to the personal jurisdiction of the United States District Court for the Southern District of New York (and all appropriate appellate courts), or, if jurisdiction in such court is lacking, any court of the State of New York of competent jurisdiction sitting in New York County (and all appropriate appellate courts), in connection with any action or dispute hereunder, and (ii) irrevocably waive any objection it may now or hereafter have as to the venue of any proceeding brought in any such court or that any such court is an inconvenient forum. In the case any action or dispute shall be brought hereunder, the losing party or parties thereto shall pay all attorney fees, court costs and fees and costs of the prevailing party or parties thereto incident to such action or dispute or the appeal thereof.
(h) 12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the New York Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable annuity operations of the Company are being conducted in a manner consistent with New York variable annuity laws and regulations and any other applicable law or regulations.
12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8 This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9 Upon request, the Company shall furnish or cause to be furnished, to the Fund or its designee copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year.
(b) the Company's quarterly statements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each quarterly period.
Appears in 1 contract
Samples: Participation Agreement (First Symetra National Life Insurance Co of Ny Sep Acct S)
Xxxxellaneous. (a) a. This Agreemxxx xxxxxxxx xhe entire agreement between the parties hereto Warrant shall be binding on and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof.
(b) This Agreement shall inure to the benefit of, and shall be binding upon, of the parties hereto and their respective successors, successors and permitted assigns, heirs . This Warrant may be amended only by a writing signed by the Company and legal representatives, including any corporation or other business organization with which Livingston may merge or consolidatethe Warrant Holder.
(c) This Agreement sxxxx xxx xe assigned b. Nothing in this Warrant shall be construed to give to any person or otherwise transferred by a party (corporation other than by Livingston to an Affiliate) without the prior written consent Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the oxxxx xxxxxes heretoCompany and the Warrant Holder.
(d) c. This Agreement may not be changed, modified or extended except upon written amendment executed by the Kushner, DiLorenzo and Livingston. The waiver by a party of a breach ox xxx xf xxx xxxxxsions xx xxxx Xgreement shall not operate or be construed as a waiver of any subsequent breach hereof.
(e) If any provision of this Agreement is held invalid or unenforceable by any court or other tribunal of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
(f) All questions or disputes pertaining to the validity, construction, execution and performance of this Agreement Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of laws provisions law thereof.
(g) Each d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the parties hereby agrees to (i) submit to the personal jurisdiction provisions hereof.
e. In case any one or more of the United States District Court for provisions of this Warrant shall be invalid or unenforceable in any respect, the Southern District of New York (validity and all appropriate appellate courts), or, if jurisdiction in such court is lacking, any court enforceablilty of the State remaining terms and provisions of New York of competent jurisdiction sitting in New York County (and all appropriate appellate courts), in connection with any action or dispute hereunder, and (ii) irrevocably waive any objection it may now or hereafter have as to the venue of any proceeding brought this Warrant shall not in any such court way be affected or that any such court is an inconvenient forum. In impaired thereby and the case any action or dispute shall be brought hereunder, the losing party or parties thereto shall pay all attorney fees, court costs will attempt in good faith to agree upon a valid and fees and costs of the prevailing party or parties thereto incident to such action or dispute or the appeal thereof.
(h) This Agreement may be executed in counterparts, each of enforceable provision which shall be deemed a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
f. The Warrant Holder shall not, by virtue hereof, be entitled to be an originalany voting or other rights of a shareholder of the Company, but all of which together shall constitute one either at law or equity, and the same instrument.rights of the Warrant Holder are limited to those expressed in this Warrant. [SIGNATURES ON FOLLOWING PAGE]
Appears in 1 contract
