Xxxxxxxxxxous. The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Xxxxxxxxxxous. This Agreement: (i) conxxxxxxxx xxx entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof; and (ii) and, except as specifically provided in Section 7.6 does not confer upon any other person any rights or remedies hereunder. The Parties shall be entitled to rely upon transmission of an executed facsimile copy of this Agreement, and such facsimile copy shall be legally effective to create a valid and binding agreement between the Parties.
Xxxxxxxxxxous. (a) Neither the Borrower nor any of its Subsidiaries shall change its Fiscal Year from ending on June 30 or method of accounting (other than immaterial changes in methods), except as required by GAAP.
(b) Neither the Borrower nor any of its Subsidiaries shall relocate its principal executive offices or other facilities or its jurisdiction of incorporation, organization or formation, or establish new business locations or store any inventory or other assets at a location not identified to Agent on or before the date hereof, without providing not less than thirty (30) days advance written notice to Agent.
(c) Neither the Borrower nor any of its Subsidiaries shall change its corporate name or establish new or additional trade names without providing less than 30 days advance written notice to Agent.
(d) Without the consent of Agent, neither the Borrower nor any Subsidiary shall amend, terminate or modify the change of control agreements with the Key Management in existence as of the Closing Date.
(e) Neither the Borrower nor any of its Subsidiaries will request any extension of credit hereunder which causes (after giving effect to such credit extension) the aggregate principal amount of all Loans outstanding, plus the amount of the LC Exposure, to exceed the amount of the Borrowing Base on the date of such request.
Xxxxxxxxxxous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and such officer as may be specifically designated by the Board of Directors of the Corporation to sign on behalf of the Corporation. No waiver by either party hereto at any time of any breach by the other 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 to, or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party which are not expressly set forth in the Agreement; provided, however, that this Agreement shall not supersede or in any way limit the rights, duties or obligations the Executive may have under any other written agreement with the Corporation. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
Xxxxxxxxxxous a. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns. This Agreement may not be assigned by the Corporation without the prior written consent of the Executive. The obligations and duties of the Executive hereunder shall be personal and not assignable.
b. Whenever possible, each provision of this Agreement shall be interpreted in such a neater as to be valid and effective under applicable law, but if any provision of this Agreement is found to be prohibited or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement
c. For purposes of this Agreement an "affiliate" of a person shall include any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereinafter directly or indirectly, controls, or is controlled by, or practices is under common control with such person.
d. Any waiver, alteration or modification of any term of this Agreement will be valid only if made in writing and signed by the parties hereto. Each party hereto from time to time may waive any of his or its rights hereunder without effecting a waiver with respect to any subsequent occurrences or transactions hereunder.
e. Captions and paragraph heading used herein are for convenience only are not a part hereof and shall not be used in construing this Agreement.
Xxxxxxxxxxous. 12.1. 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 without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. 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.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. 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.
12.5. 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 other party and 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 Washington Insurance Commissioner(s) with any information or reports in connection with services provided under this Agreement which such Commissioner may reasonably request in order to ascertain whether the variable life insurance or annuity operations of SYMETRA LIFE are being conducted in a manner consistent with the applicable state's applicable laws or regulations.
12.6. 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.
12.7. 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.
12.8. Insurance P...
Xxxxxxxxxxous. (a) This Agreement shall become effective as of the date first above written and shall remain in force until terminated. This Agreement, or any Appendix hereto, may be terminated at any time without the payment of any penalty, by either party hereto on sixty (60) days' written notice to the other party.
(b) This Agreement shall be construed in accordance with the laws of the State of Maryland.
(c) If any provisions of this Agreement shall be held or made invalid in whole or in part, the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with the intent and purpose of this Agreement, be replaced by mutual consent of the parties with such valid provisions which in their economic effect come as close as legally possible to such invalid provisions.
(d) Except as otherwise specified in the Appendices hereto, ICCC shall be entitled to rely on any notice or communication believed by it to be genuine and correct and to have been sent to it by or on behalf of the Funds.
(e) ICCC agrees on behalf of itself and its employees to treat confidentially all records and other information relative to each of the Funds and its prior, present, or potential shareholders, except, after prior notification to and approval in writing by each of the Funds, which approval shall not be unreasonably withheld and may not be withheld where ICCC may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by each of the Funds.
(f) Any part of this Agreement or any Appendix attached hereto may be changed or waived only by an instrument in writing signed by both parties hereto.
Xxxxxxxxxxous. 12.1. 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 without the express written consent of the affected party unless and until that information may come into the public domain.
12.2. 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.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. 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.
12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Commission, the NASD and state insurance regulators) and shall permit those authorities reasonable access to its books and records in connection with any lawful investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
12.6. 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.
12.7. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, that no party may assign this Agreement without the prior written consent of the others.
12.8. If the Agreement terminates, the parties agree that Article VIII, and to the extent that all or a portion of assets of the Account continue to be invested in the Trust, Articles I, II, III, V, VI and VII, will survive the termination and remain in effect until such time as the assets of the Account are not so invested.
Xxxxxxxxxxous. This Agreement, together with the exhibits hereto and the Distributor and License Agreement, constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof, except for the Confidentiality Agreement. This Agreement is not assignable by either party without the prior written consent of the other party hereto and any attempted assignment not so consented shall be void and of no legal effect. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be amended, nor may the provisions of this agreement be waived, except by a written instrument signed by both parties, and no modification of this Agreement or waiver of the terms or conditions thereof shall be effected by the acknowledgment or acceptance of any purchase order, shipping or other forms containing other or different terms or conditions. This Agreement may be executed in several counterparts, each of which is an original but all of which together shall constitute one instrument. This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois without giving effect to its choice of law rules.
Xxxxxxxxxxous. This Agreement xxxx xx xxxxrned by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder, other than as provided herein. Notwithstanding the immediately preceding sentence, neither party hereto may assign this Agreement without the prior written consent of the other party hereto.
