Xxxxxxxaneous. 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 shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.
Xxxxxxxaneous. 12.1 All persons dealing with the Funds must look solely to the property of the respective Designated Funds listed on Schedule A hereto for the enforcement of any claims against the Fund. The parties agree that neither the Board, officers, agents or shareholders of a Fund assume any personal liability or responsibility for obligations entered into by or on behalf of a Fund.
12.2 Subject to the requirements of legal process and regulatory authority, the Funds and the Distributor shall treat as confidential the names and addresses of the owners of the Contracts. Each party shall treat as confidential all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such information without the express written consent of the affected party until such time as such information has come into the public domain.
12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more counterparts, each 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 NASD, 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 Kansas 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 insurance operations of the Company are being conducted in a manner consistent with the Kansas insurance 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...
Xxxxxxxaneous. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
Xxxxxxxaneous. 12.1 A copy of the Agreement and Declaration of Trust establishing New England Zenith Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Fund by officers of the Fund as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property belonging to the Series.
12.2 Subject to the requirements 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 not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.
12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more counterparts, each 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 NASD 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.
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.
Xxxxxxxaneous. Nothing in this Agreemxxx xx xxxxxxxx to or shall confer upon anyone other than the parties hereto any legal or equitable right, remedy or claim. This Agreement shall be governed by, and its provisions construed in accordance with, the laws of the State of New York applicable to contracts made and to be wholly performed within such state and may be modified only in writing signed by each of the parties hereto. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument. Paragraph headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of any term or provision hereof.
Xxxxxxxaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of New York. Any dispute relating to this Warrant shall be adjudicated in New York County in the State of New York. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Xxxxxxxaneous. This Agreement shall be governed by and construed under the laws of the State of Delaware, and shall not be modified or discharged in whole or in part except by an agreement in writing signed by the parties hereto. The prevailing party in any controversy hereunder shall be entitled to reasonable attorneys' fees and expenses. The failure of any of the parties to require the performance of a term or obligation or to exercise any right under this Agreement or the waiver of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach of the provision so breached, or of any other breach hereunder. This Agreement shall inure to the benefit of, and be binding upon, successors of Parent and Company by way of merger, consolidation or transfer of substantially all the assets of Parent or Company as applicable, and may not be assigned by Stockholder. This Agreement supersedes all prior understandings and agreements between the parties relating to the subject matter hereof.
Xxxxxxxaneous. (a) Any amendments to this Agreement shall be in writing and signed by the parties hereto.
(b) This Agreement shall be governed by, and construed in accordance with, the laws of Delaware, provided that nothing herein shall be construed in a manner inconsistent with the Advisers Act, or rules or regulations thereunder.
(c) If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable. To the extent that any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise with regard to any party hereunder, such provisions with respect to other parties hereto shall not be affected thereby.
(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. * * *
Xxxxxxxaneous. You may not assign this Agreement or any of the rights or duties hereunder without our written prior consent. We shall have the right at any time to assign its rights under this Agreement to another financial institution that is an affiliate of the Bank, or to any other entity or institution with which the Bank may merge or transfer or share substantially all of its assets, in which case such affiliate, entity or institution shall be substituted for the Bank. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of you under this Agreement shall bind the Bank to waive the same term, condition, or obligate again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns (where permitted). This Agreement is not for the benefit of any other person, and no other person shall have any right against us or you hereunder. In the event that any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. The headings and captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction, or meaning. Customer and Bank acknowledge and agree that relationship between Bank and Customer is that of an independent contractor and this Agreement does not establish or create general agency, joint venture, partnership, or employment relationship between them. The provisions of this Agreement, which by their nature should survive expiration or termination of this Agreement shall survive.
Xxxxxxxaneous a) This is not an employment agreement as such, and except for the specific matters covered in this agreement (and in any express, written employment agreement you may have) all of the terms of your employment remain covered solely by the terms of the Employee Handbook. Except as specifically provided in any such employment agreement, you continue to be employed "at-will", meaning that either you or Arrow may end your employment at any time, for any reason.
b) You will have no rights as a stockholder of Arrow with respect to the Shares which may be earned or awarded in connection with this agreement until such time as the Committee has determined the number of Shares earned under this Performance Share Award Agreement, and such earned Shares have been issued and delivered to you.
c) You may not sell, give or otherwise transfer any interest in the Performance Shares granted to you under this agreement, other than by will or by the laws of descent and distribution.
d) In the event there is any change in Arrow's Shares through the declaration of stock dividends or through recapitalization resulting in stock splits or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares subject to this agreement, may be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights. The performance measures and calculations set forth herein may be adjusted by the Committee in their discretion to reflect the impact of extraordinary events including changes in tax law, accounting principles or other provisions which affect Arrow's reported results, extraordinary items, acquisitions or divestitures, or foreign exchange gains and losses.
e) This Agreement will be governed by, and construed in accordance with the laws of the State of New York. The provisions of this agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable. You, any person claiming under or through you, and Arrow hereby waive to the fullest extent permitted by applicable law any right to a trial by jury with respect to any litigation directly or indirectly arising out of, under, or in connection with the Plan or this agreement.
