XXXXXXX PROVISIONS. Xx any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance for this Agreement. In lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
XXXXXXX PROVISIONS. (a) As of the Effective Date, neither the Company nor any entity controlled by the Company (collectively, the “BHC Parties”) (i) has an ownership interest in a covered fund (defined below), (ii) engages in proprietary trading (defined below), (iii) sponsors (defined below), or acts as an investment advisor, investment manager or commodity trading advisor to, a covered fund, (iv) provides a line of credit, guarantee or other form of credit support or backstop in favor of a covered fund described in clause (iii) or a covered fund controlled by such a covered fund, or (v) provides any other services to a covered fund.
(b) For so long as TIAA/LP or any of its Affiliates owns (directly or indirectly) any class of voting securities of any BHC Party, the Company shall not, and shall not permit any BHC Party to, undertake any of the following, to the extent not a permitted activity under the Xxxxxxx Rule (defined below) as determined in consultation with TIAA/LP:
(i) acquire or retain an ownership interest in a covered fund;
(ii) engage in proprietary trading;
(iii) sponsor, or act as an investment advisor, investment manager or commodity trading advisor to, a covered fund; or
(iv) provide a line of credit, guarantee or other form of credit support, backstop or similar arrangement in favor of a covered fund described in clause (iii) (or any covered fund controlled by such a covered fund), or enter into any transaction with such covered fund on terms less favorable to the Company than could be obtained by a third party on arms’ length terms.
(c) Without limiting the applicability of any alternate provision of this Agreement and notwithstanding anything to the contrary in the Agreement:
(i) TIAA/LP shall have the right, upon reasonable advance written request to the Company but at TIAA/LP’s own cost and expense, to examine the books and records of the Company, and to the extent required by or requested by a regulator with jurisdiction over TIAA/LP, TIAA/LP shall be entitled to make available to such regulator such books and records, provided that TIAA/LP and the Company agree to reasonably cooperate (with each other and with any such regulator) so as to preserve the confidentiality of any such books and records in the hands of the regulator;
(ii) to the extent the Company (or any BHC Party) engages in any of the activities described in Section 11.2(b), the Company agrees to maintain its books and records in compliance with, and otherwise adhere to, the requirements ...
XXXXXXX PROVISIONS. 10.01 There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation, against any payments to the Executive, his dependents, beneficiaries or estate provided for in this Agreement.
10.02 The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of such agreements.
10.03 No right or interest or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries" as used in this Agreement shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of the Executive's estate.
XXXXXXX PROVISIONS. (a) Xx amendment, waiver or consent with respect to any provision of this Agreement shall in any event be effective, unless the same shall be in writing and signed by the Parties, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(e) Any notice required to be given hereunder shall be sufficient if in writing, and sent by courier service (with proof of service), facsimile transmission, hand delivery (with proof of service) or certified or registered mail (return receipt requested and first-class postage pre-paid), addressed as follows: If to NAS: Network Access Solutions Corporation Three Dulles Tech Center 13650 Dulles Technology Drive Herndon, Virginix 00000 Xxxxxxxxx: Xxxx Xxxxx Facsimile: 703-793-5010 Xxth a copy to: Xxxx Xxxxxan 2300 N Street, N.W. Xxxhington, DC 20037 Xxxxxxxxx: Xxxxxx X. Xxxxxxxx, Xxx. Facsimile: 202-663-8000 If to Covad: Covad Communications Company 4250 Burton Drive Santa Clara, CA 95054 Xxxxxxxxx: Claude T. Tolbert, III Facsimile: 408-987-1603 With a copy to: Xxxxx Xxxxunications Company 4250 Burton Drive Santa Clara, CA 95054 Xxxxxxxxx: General Counsel Facsimile: 408-987-1111 If to CapuNet: XxxxXxx, XLC 6000 Executive Boulevard Suite 600 Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxxxx X. Xxxxx Facsimile: 301-468-2650 Xxth a copy to: Xxxxx, Xxxrling, Bennett, Dejong, Driscoll and Greenfeig 25 West Middle Lane Xxxkville, MD 20850 Xxxxxxxxx: Xxxx X. Xxxxxxx, Xxx. Facsimile: 301-340-8217 (xx xx xxxx xddress as any party shall specify by written notice so given), and shall be deemed to have been delivered as of the date so personally delivered or mailed.
(f) Each provision of this Agreement shall be construed in such a manner so as to give such provision the fullest legal force and effect possible. To the extent any provision hereof (or part of such provision) is held to be unenforceable or invalid when applied to a particular set of facts, or otherwise, the unenforceability or invalidity of such provisions (or part thereof) shall not affect the enforceability or validity of the remaining provisions hereof (or the remaining parts of such provision), which shall remain in full force and effect, nor shall such unenforceability or invalidity render such provision (or part thereof) inapplicable to other facts in the context of which such provision (or part thereof) would be held legally enforceable and/or valid.
(g) This Agreement shall inure to the benef...
XXXXXXX PROVISIONS. 27.01: All offset presses shall require at least one man per press at all times, and all phases of the preparatory work will be under the supervision of a Journeyman.
XXXXXXX PROVISIONS. References to the 'ICB' or the 'Council' shall include their respective statutory successors in title obligations undertaken or to be undertaken by more than a single person shall be undertaken jointly and severally.
XXXXXXX PROVISIONS. 1.1 This Accounting Procedure is an integral part of the Contract. The definitions set forth in Article 1 of the Contract are equally applicable to this Accounting Procedure. The definitions and provisions in this Accounting Procedure have the same force and effect as those in the Contract. If the provisions in this Accounting Procedure are in conflict with those in the Contract, the provisions in the Contract shall prevail.
XXXXXXX PROVISIONS. 1.1 This Annex is an integral part of the Contract. The definitions set forth in Article 1 of the Contract are applicable to this Annex. If the provisions in this Annex are in conflict with those in the Contract, the provisions of the Contract shall prevail.
1.2 The provisions in this Annex with respect to personnel costs shall only be applicable to the following personnel:
(1) representatives of JMC appointed by CNPC referred to in Article 7.
1.1 of the Contract;
(2) personnel of CNPC in the subordinate bodies of JMC referred to in Article 7.4 of the Contract;
(3) professional representatives assigned by CNPC to the Operator's (Contractor's) organizations referred to in Article 7.5 of the Contract; and
(4) personnel furnished by CNPC to the Contractor for employment (not including personnel recruited by CNPC for the Contractor) referred to in Article 2 hereof.
1.3 Personnel costs referred to in this Annex shall include salaries and wages of personnel specified in Article 3 hereof and other expenses specified in Article 4 hereof.
1.4 There is a table attached to this Annex, i.e. Table of Salary and Wage Standards of Chinese Personnel. -------------------------------------------------------------------------------- 104 Zitong Block Petroleum Contract
XXXXXXX PROVISIONS. This Xxxxxxxxx shall not be assigned by either party without the prior written consent of the other party, which consent will not unreasonably be withheld. However, the obligations and benefits of the Employee hereunder are personal and generally not assignable or delegable by him. Any waiver of any provision or of any breach of any provision of this Agreement shall be in writing and shall not be deemed to waive any other provision or any other breach of this Agreement. This Agreement contains the entire agreement between the Company and the Employee concerning the subject matter hereof and supersedes any and or prior agreements or understandings, oral or written, between the parties relating to the subject matter hereof and Employee's employment by the Company. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF.
XXXXXXX PROVISIONS. 13.1 The parties agree that this Agreement shall constitute the complete and exclusive statement of the Agreement between them and supersedes all proposals, oral or written, and all other communications between them relating to the Technology.
13.2 No agreement changing, modifying, amending, extending, superseding, discharging, or terminating this Agreement or any provisions hereof shall be valid unless it is in writing and is dated and signed by duly authorized representatives of the party or parties to be charged.
13.3 The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
13.4 Failure of any of the parties to enforce any of the provisions of this Agreement or any rights with respect thereto or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provisions, rights, or elections or in any way to affect the validity of this Agreement. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or substitute breach.
13.5 Headings used in this Agreement are for reference purposed only and shall not be deemed part of this Agreement.
