Xxxxral. This Agreement shall be construed in accordance with the laws of the State of Florida, without giving effect to the conflicts of laws rules thereof. Each of the Parties submits unconditionally to the jurisdiction of the Federal Court for the Southern District of Florida for resolution of any controversy hereunder. This Agreement may be executed in several counterparts, each of which shall constitute an original, and all collectively shall constitute but one agreement.
Xxxxral a. No waiver of any default hereunder shall be implied from any failure by the non-defaulting party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.
b. This Lease and the Exhibits identified above, attached to and forming a part of this Lease, set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant affecting the Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth.
c. The singular of all terms used herein shall include the plural, the plural s hall include the singular, and the use of any gender herein shall include all other genders, where the context so requires.
d. Tenant agrees to indemnify and hold harmless Landlord from all claims by any broker or agent of Tenant for compensation, commissions or charges arising out of this Lease or the negotiation of it. Landlord agrees to indemnify and hold harmless Tenant from all claims by any broker or agent of Landlord for compensation, commissions or charges arising out of this Lease or the negotiation of it.
e. Landlord and Tenant disclaim any intention to create a joint venture, partnership, or agency relationship.
f. This Lease is a Minnesota contract and all of its terms shall be construed according to the laws of Minnesota. Time is of the essence of each obligation of this Lease in which time is a factor.
g. Landlord and its partners, officers, agents and employees shall have no personal liability as to any of the obligations of Landlord under this Lease. Tenant agrees to look solely to the estate and property of Landlord in the Premises for the collection of any judgment or other judicial proceeding requiring the payment of money by Landlord, and no other property or asset shall be subject to levy, execution or other procedure for satisfaction of Tenant's remedies.
Xxxxral. We understand that you, Nike Securities L.P. (the "Sponsor"), are entering into this agreement (the "Agreement") in counterpart with us for issues of The First Trust Special Situations Trust, Series 170 (the "Fund"), a unit investment trust for which you will act as Sponsor. By acceptance of this Agreement we acknowledge that our participation as Underwriter in the proposed offering shall be subject to the provisions of this Agreement and, as such, we elect to act as an underwriter ("Underwriter") of units of fractional, undivided interests in the Fund. The reference to "Fund" in this Agreement applies only to such Fund, and such units of fractional undivided interests in such Fund offered are hereinafter called the "Units." You have advised us that the Fund is registered as a "unit investment trust" under the Investment Company Act of 1940 (the "1940 Act") by filing a Notification of Registration on Form N-8A and a Registration Statement on Form N-8B-2 with the Securities and Exchange Commission (the "Commission"). The Units to be offered in any offering will be registered under the Securities Act of 1933, as amended (the "1933 Act"). The registration statement for the Units filed under the 1933 Act as finally amended and revised at the time it becomes effective is herein referred to as the "Registration Statement" and the related prospectus is herein referred to as the "Prospectus," except that if the prospectus filed by the Fund pursuant to Rule 497(b) under the 1933 Act shall differ from the prospectus on file at the time the Registration Statement shall become effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 497(b) from and after the date on which it shall have been filed. Capitalized words used in this Agreement which are not separately defined herein shall have the respective meanings given to them in the Prospectus.
Xxxxral. SAGC is authorized to seek and engage the support of sponsors for the All-American SportPark ("SportPark"). SAGC is the developer, owner and operator of such facility which is currently under construction on a 65-acre parcel on the South east corner of Las Vegas Boulevard and Sunset Road, in Las Vegas, Nevada. SAGC is also authorized to grant certain rights to such sponsors relative to the use of trademarks, slogans, devices, names, copyright materials, publication, publicity and other intellectual property rights which are associated with the SportPark ("SportPark Property"), and to grant rights to access and use of the SportPark Properties. SAGC is also authorized to grant rights with respect to beverages poured at the SportPark. Now, therefore in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:
Xxxxral. 6.1 Except as otherwixx xxxxxxxx xx Xxxxion 4, any dispute or controversy arising out of or related to this Agreement, the Executive's employment with the Companies or the termination of that employment shall be resolved exclusively by arbitration, conducted before a panel of three (3) arbitrators in San Juan, Puerto Rico, in accordance with the applicable rxxxx for arbitration of employment disputes of the American Arbitration Association ("AAA"), the CPR Institute for Dispute Resolution ("CPR") or JAMS/Endispute then in effect. The choice of the AAA, CPR or JAMS/Endispute arbitration rules shall be made by the party initiating arbitration. The Companies shall pay the administrative costs of the AAA and the arbitrators' reasonable costs and fees. The Executive is responsible for Executive's own attorneys' fees and other fees and expenses, if any, with respect to the Executive's conduct of the arbitration. The arbitrator is expressly empowered to award reasonable attorneys' fees and expenses to the prevailing party as well as all other remedies to which the party would be entitled if the dispute were resolved in court. The arbitrator shall not have the authority to alter or amend any lawful policy, procedure or practice of the Companies or agreement to which the Companies are a party or the substantive rights or defenses of either party under any statute, contract, constitution or common law. The decision and award of the arbitrators is final and binding. The arbitrators shall promptly issue a written decision in support of their award. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The Federal Arbitration Act or any applicable Commonwealth of Puerto Rico law shall govern the application and enforcement provision of this Section.
6.2 The article headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
6.3 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof.
6.4 This Agreement may not be amended, modified, superseded or waived, except by a written instrument executed by both parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any p...
Xxxxral. Notwithstanding anything to the contrary herein, in the event of termination of Markel's employment under this Agreement, he or his Beneficixxx, xx the case may be, shall be entitled to receive (in addition to payments and benefits under, and except as specifically provided in, subsections (c) through (h) below, as applicable):
(i) his Salary through the date of termination;
(ii) any annual or special bonus awarded but not yet paid to him;
(iii) any other compensation or benefits, including without limitation long-term incentive compensation described in Section 5 above, benefits under equity grants and awards described in Section 6 above and employee benefits under plans described in Section 9 above, that have vested through the date of termination or to which he may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan; and
(iv) reimbursement in accordance with Sections 9(a) and (b) above of any business and medical expenses incurred by Markel or his Spouse, as applicable, through the date of terminatiox xxx not yet paid to him.
Xxxxral. 14.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York.
14.2 The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
14.3 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. This Agreement does not apply to any stock options granted to the Executive prior to the date on which the Option described in Section 6.2 was granted.
14.4 This Agreement and the benefits hereunder are personal to Chris-Craft and are not assignaxxx xr transferable, nor may the services to be performed hereunder be assigned by Chris-Craft to any person, firm xx xorporation; provided, however, that this Agreement and the benefits hereunder may be assigned by Chris-Craft to any corporation xxxxxring all or substantially all of the assets of Chris-Craft or to any corporatixx xxto which Chris-Craft may be merged or coxxxxxdated, and this Agreement and the benefits hereunder will automatically be deemed assigned to any such corporation (and references herein to Chris-Craft will include any suxxxxxor corporation), subject, however, to the Executive's right to terminate the Employment Term in such event as provided in Section 10.4. Chris-Craft may delegate any of xxx obligations hereunder to any subsidiary of Chris-Craft, provided that such xxxxgation shall not relieve Chris-Craft of its obligations xxxxxnder.
14.5 This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
14.6 Whenever this Agreement p...
Xxxxral. 13.1 The failure to exercise or de]ay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
13.2 Should any Clause or any part of any Clause contained in this Agreement be declared invalid or unenforceable for any reason Whatsoever, all other Clauses or parts of Clauses contained in this Agreement shall remain in full force and effect.
13.3 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements.
13.4 No amendment or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
13.5 This Agreement shall be executed in two(2) duplicate originals in English. Each Party has received one (1) duplicate original, and all originals shall be equally valid.
Xxxxral. (a) This Agreement sexx xxxxh the entire agreement and understanding of the Parties in respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto.
(b) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Parties hereto.
(c) This Agreement may be amended, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each Party hereto or, in the case of a waiver, by the Party waiving compliance. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any Party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No Party may assign any rights, duties or obligations hereunder unless all other Parties have given their prior written consent.
(d) If any provision included in this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.
(e) This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall be binding on Escrow Agent and the Parties and their respective successors and assigns; provided, however, that any assignment or transfer by either of the Parties of their respective rights and/or obligations under this Agreement shall be void as against Escrow Agent unless (a) a written notice thereof shall be given to Escrow Agent, (b) the assignee or transferee shall agree in writing to be bound by the provisions of this Agreement and (c) Escrow Agent and the Parties shall have consented, in writing, to such assignment or transfer.
(f) The Parties have entered into this Agreement, which may be written in multiple counterparts and each of which will be considered an original, and have signed this Agreement in the capacities and on the dates indicated below.
Xxxxral
