Miscellaneous. 11.1 Except as expressly permitted herein (if at all), the Distributor shall not be entitled to assign license charge or otherwise deal with any of its rights and obligations under this Agreement without the prior written approval of Pathe and notwithstanding any such approval the Distributor shall remain primarily liable to Pathe under this Agreement. Pathe shall be free to assign the benefit of this Agreement to any third party.
11.2 The rights licensed under this Agreement shall be treated as separate and apart from any other rights licensed or to be licensed by Pathe to Distributor. Payments applicable to this Agreement shall therefore be treated as separate and apart from payments due to Pathe by Distributor under any other agreements between Pathe and Distributor, and the payments due under this Agreement shall therefore not be cross-collateralised or set-off against any payments due to Pathe under any other agreements, nor shall claims made by Distributor in relation to any other agreements it may have with Pathe be set-off or cross-collateralised with any payments due to Pathe under this Agreement.
11.3 Nothing in this Agreement shall be deemed to constitute a partnership between the parties and the Distributor shall not hold itself out as the agent of Pathe or the Licensor.
11.4 No waiver by a party of any breach of any of the provisions of this Agreement shall be construed as a continuing waiver or a waiver of any preceding or succeeding breach of the same or any other provision.
11.5 This Agreement constitutes the entire agreement between the parties and supersedes any and all arrangements whether oral or written relating to the Film (including, if entered into, the Memorandum of Agreement between Pathe and the Distributor in respect of the Film, which shall be deemed to be superseded with effect from the date of this Agreement). The Distributor acknowledges that Pathe has not made any warranty or representation in relation to the Film save for those contained within this Agreement and acknowledges that any amendment or variation to this Agreement is required to be in writing and signed by an authorised representative of both parties.
Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of France and the parties hereby submit to the non-exclusive jurisdiction of the French courts or the binding I.F.T.A. arbitration with Forum in Paris at Pathe’s sole election.. Notwithstanding the foregoing, nothing in this Agreement shall prevent, restrict or otherwise restrain Pathé from bringing any action against Distributor in the courts of the Territory and Pathé shall be entitled , especially in case of Distributor default of payment of any amount due as per this Agreement to have recourse to all judicial and common law remedies available in the Territory.
(b) All notices or other documents which may be required to be given or delivered hereunder by either party to the other shall be sufficiently given if delivered personally or sent by email or by fax or recorded delivery or registered post addressed to the other at such address as the other may hereafter notify as its address for such service or if none, to the address at the head of this Agreement. Any notice posted in the country of Pathe as above mentioned shall be deemed to have been received five (5) days after the time of posting or at the time of actual receipt if earlier. Any notice sent by fax shall be deemed upon completion of successful transmission to have been received twelve (12) hours after the time of despatch or the commencement of normal business hours on the next working day at its destination if sent outside business hours at such destination. Any notice sent by email shall be deemed to have been received twelve (12) hours after the time it was sent or the commencement of normal business hours on the next working day at its destination if sent outside business hours at such destination.
(c) This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. A counterpart signature page of this Agreement executed by a party and sent by facsimile or transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) shall be treated as an original, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. The Agreement is not effective until each party has executed at least one counterpart.
Miscellaneous. In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum will be governed by the relevant provisions of the Agreement, including limitations of liability. Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. Except as otherwise expressly provided herein, no supplement, modification, or amendment of this Addendum will be binding, unless executed in writing by a duly authorized representative of each party to this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties. This Annex 1 includes certain details of the Processing of Company Personal Data as required by Article 28(3) GDPR. Subject to Agreement, Service Provider will provide the Services for the duration of the Agreement, unless otherwise agreed upon in writing. Service Provider will process all personal data governed by this Addendum as necessary to perform the Services pursuant to the Agreement, and as may be further instructed by Customer in its use of the Services. Where applicable, as users are voluntarily permitted, but not required, may create a personalized account. Those accounts may collect the following limited personal data:
1. Name;
2. Email Address;
3. Password (in some cases); and
Miscellaneous. 13.1 Force Majeure. Amgen shall not be liable or deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure was beyond Amgen’s reasonable control (including without limitation strike, lockout or other industrial action, public disorder, riot, revolution, fire, flood, storm, explosion, epidemic, or any act of God, war, warlike hostilities or threat of war, terrorist activities, accidental or malicious damage or any regulation, order, requirements, prohibition or restriction by any government or legal authority which affects this Agreement and which is not in force on the date of this Agreement).
Miscellaneous. 1. This Agreement shall remain in effect until it is terminated by either party with thirty (30) days prior written notice. Upon written request, Receiving Party certifies promptly in writing having returned or deleted all Confidential Information. The Receiving Party shall be permitted to retain computer records and files containing Confidential Information that have been created solely by the Receiving Party's normal back-up procedures, to the extent such computer records and files are stored in a secure manner are not used for any other purpose.The foregoing obli- gations shall not apply to information which is stored on the Receiving Party's back-up servers, or to information which the Receiving Party or later the Permitted Recipients are required to retain pursuant to legal or regulatory requirements.
2. NO OTHERTHANTHE EXPRESSLY STATED WARRANTIES ARE MADE BY EITHER PARTY UNDERTHIS AGREEMENT. CONFIDENTIAL INFOR- XXXXXX IS PROVIDED "AS IS" WITH ALL FAULTS. NEITHER PARTY SHALL BE LIABLE FOR THE ACCURACY, FITNESS FORTHE PURPOSE OR COMPLETENESS OFTHE CONFIDENTIAL INFORMATION.
3. Each party warrants having the right to disclose Confidential Informa- tion under this Agreement.
4. All Confidential Information including, without limitation, documents, records, reports, drawings, models, designs, and lists, furnished by the Disclosing Party pursuant to the Agreement, and any derivative works, copies or reproduction thereof, whether created by the Disclosing Party or the Receiving Party shall remain the property of the Disclosing Party. Nothing contained herein shall be construed as granting any license or rights with respect to the Confidential Information, to create any agency or partnership relationship and to impose any obligation on either party to purchase, sell, license, transfer or otherwise dispose of any techno- logy, service or product.
5. In case of breach of the Agreement by the Receiving Party, the Recei- ving Party shall on request to the Disclosing Party pay a fine equivalent to the damage to Disclosing Party. Any damages shall be determined by arbitration. Payment of a fine does not affect the Disclosing Party's right to seek legal claims regarding compensation for actual damages and loss of profit, or to seek other sanctions than damages in relation to the breach of the Agreement. If there is any claim, dispute or controversy between the parties arising from or in connection with this Agreement, arbitration having jurisdiction over the domicil...
Miscellaneous. 1. It is agreed that in the event any provision of this agreement shall be invalid, same shall not affect the validity of the other provisions of this agreement which shall notwithstanding continue in full force and effect.
2. This agreement shall be governed and interpreted in all respects according to the laws of the Federal Republic of Germany and the Hamburg courts shall be competent of jurisdiction.
3. This agreement expresses the entire understanding between the parties and may not be modified, renewed, extended or discharged except by an instrument in writing signed by both parties.
Miscellaneous. 1. Neither party may assign any of its rights or obligations under this Agreement without the other party’s written consent. Sciendo may, however, assign all or any of its rights and obligations hereunder to a company or partnership that is dependent on Sciendo, that controls Sciendo or that is controlled by a company or partnership that controls Sciendo (the relation of dependence or control to be assessed according to the Polish Commercial Companies Code), unless such assignee is insolvent at the time of such assignment.
2. Changes of or supplements to this Agreement shall not be valid unless made in writing. The same rule shall apply to termination of this Agreement and any other notice that this Agreement requires to be given in writing.
3. This Agreement constitutes the full and complete statement of the agreement of the parties with respect to the subject matter hereof and supersedes any previous offers, agreements, understandings or communications, whether written or oral, relating to such subject matter.
4. Unless this Agreement expressly provides otherwise, Sciendo’s liability for its failure to provide the Services in accordance with this Agreement shall only arise where such failure is due to Sciendo’s intentional fault or gross negligence or that of a person for whom Sciendo is liable.
5. If any provision in this Agreement is held to be invalid or unenforceable, that provision shall be, inasmuch as possible, construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability.
6. This Agreement shall be governed by the laws of Poland, and any disputes arising out of this Agreement or related hereto shall be instituted in the Polish courts having jurisdiction over Xxxxxxx’x registered office.
7. The parties’ obligations in respect of personal data protection are set out in Attachment No 1 to this Agreement.
Miscellaneous. 1. The Bank may use any performance designated to be used to pay its receivable for its payment in the order determined in the document headed Rules of Time Order of Payment of Receivables published at the Bank’s Website; the Bank shall be under no obligation to accept a partial performance of a receivable. The Bank may at any time during the term of the Contract change the account for payment of the receivable; the change of that account shall become effective on the day of delivery of the notice of the Bank to the Client, unless the notice provides otherwise.
2. If a Contract that is a mandatorily published agreement under the laws69 has been entered into, the Client shall publish the Contract including its amendments, schedules and parts under the laws and without delay deliver to the Bank the document evidencing that the Contract has been published.
3. For the purposes of generally binding legal regulations70, by signing of the Agreement the Client represents that it carries out banking transactions with value of at least EUR 15.000 or its equivalent in another currency for its own account and with its own funds. Such representation shall be applied to banking transactions initiated in the name of the Client by the Client’s Representatives and the Authorized Persons. In case that funds used by the Client for execution of banking transactions are owned by other person or if banking transaction is executed on the account of the other person, the Client undertakes, before the execution of such banking transaction, to submit to the Bank a written representation of the owner of the funds or the person on the account of which the banking transaction shall be executed. Together with the above-mentioned representation the Client undertakes to submit to the Bank a written consent of the person concerned to the use of its funds and to the execution of the banking transaction on its account. This representation shall be regarded as repeatedly issued and valid during each banking transaction with the Bank in the value of at least EUR 15.000 or its foreign currency equivalent.
4. For the purposes of generally binding legal regulations71, by signing of the Agreement the Client hereby represents that it acts in its own name. In case that the Client is not acting in its own name, the Client is obligated to submit to the Bank within a reasonable time in advance a written representation stating the name, surname, personal identification number, or date of birth, and per...
Miscellaneous. 10.1 The Customer is liable for compliance with all applicable laws and ordinances of export control laws of the Czech Republic or other countries, in particular for having the permits needed in order to export or import the products. Furthermore, the Customer ensures that the products will not be supplied either directly or in directly to countries that prohibit or limit the import of these products.
10.2 The exclusive place of jurisdiction is Hradec Králové, Czech Republic. We are, however, also entitled to file claims against the Customer with the courts having jurisdiction at the Customer’s place of business.
10.3 The contractual relationship shall be governed by Czech law, excluding the rules of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Czech rules of renvoi.
Miscellaneous. 13.2 The rights and remedies provided herein are cumulative to any rights and remedies available at law.