General Contract Provisions. Any and all Schedules to this Agreement form a part hereof. No amendment, waiver, discharge or release of this Agreement shall be binding or enforceable unless made in writing signed by all of the parties hereto. Time is and shall remain of the essence under and pursuant to this Agreement; provided that the time for performing or completing any matter under or pursuant to this Agreement may be extended or abridged by an agreement in writing by the parties or their respective solicitors. Failure by any party to strictly enforce any provisions hereof shall not operate as a waiver or limitation of such party's rights hereunder in respect of any subsequent default. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent held or rendered invalid, unenforceable or illegal, same shall be considered separate and severable herefrom and all other provisions of this Agreement shall remain in full force and effect and be binding upon the parties hereof. The headings set forth in this Agreement are inserted for convenience and reference only and shall in no way define or limit the intent or interpretation of any of the provisions hereof. Wherever in this Agreement any subject matter is described as including specifically described persons, things, events or other items, unless expressly stated to the contrary, the word “including” or any other derivation or variation of that word means, as the case may be, “including, without limitation,” or “including, without limiting the generality of the foregoing,” or such derivation or variation thereof as required by the context. This Agreement shall be read and construed with all changes of gender and number of the party or parties referred to in each case as required by the context, and the covenants and agreements of each party shall be deemed to be joint and several where such party is more than one person, firm or corporation. With respect to each party which is a partnership, each person who is presently a partner of such partnership and each person who becomes a partner of such partnership shall be and continue to be jointly and severally liable for all covenants and agreements of such party notwithstanding that any such person subsequently ceases to be a partner of such partnership, subject to and only to the extent of the limited liability of any such person that is a limited partner of such partnership.
General Contract Provisions. 14.1 Except as otherwise provided herein, no party shall assign any of its rights, title and interest under this Agreement or in the Limited Partnership, under pain of nullity.
14.2 All notices or other communications required or permitted under this Agreement shall be in writing and shall be given or made either by delivering the same personally or by courier, by telegram, telecopy, or by mailing the same first class mail, postage prepaid, and either registered or certified, return receipt requested, addressed to the party at the addresses set forth below or at such other addresses as may from time to time be designated by notice given to the other parties, in the manner provided for in this Section 14.2: If to the General Partner: Madacy sp Inc. 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 with a copy to: Xxx Xxxx Xxxx Xxxxx Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 000-0000 If to the Madacy Partner: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 with a copy to: Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Telecopier: (000) 000-0000 If to the Traffix Partner or One Blue Hill Plaza Traffix Inc. Xxxxx Xxxxx, XX X.X.X. 00000 Telecopier: (000) 000-0000 with a copy to: 0000 Xxxxxx Xxxx. Suite 102 Montreal, Quebec H3R 3L5 Telecopier: (000) 000-0000 Feder, Kaszovitz, Isaacson, Weber, Xxxxx, Bass & Rhine LLP 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Telecopier : (000) 000-0000 Notices, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally or by courier on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual receipt as illustrated by the post office’s records.
14.3 Each party hereto hereby agrees that upon the written request of the other party it will do all such acts and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other party hereto may from time to time reasonably request be done and/or executed in order to better evidence and/or perfect any of the provisions hereof or any of the rights, powers, discretions, duties and obligations intended to be created hereby and/or in order to effectuate any prov...
General Contract Provisions. (a) This offer is to be read with all changes of gender or number required by the context and, when accepted, shall constitute a binding contract of Purchase and Sale, and time shall, in all respects, be of the essence. WEB COPY
(b) Any breach by the Purchaser of any of the provisions of this Agreement shall entitle the Vendor, in addition to any rights or remedies that the Vendor may have in law or otherwise, to give notice to the Purchaser declaring this Agreement null and void, whereupon all deposit monies paid hereunder, and any monies paid for extras, shall be forfeited to the Vendor as liquidated damages and not as a penalty. The deposit monies are expressly deemed to be deposit monies only, and not partial payments.
(c) Default in payment of any amount payable pursuant to this Agreement on the date or within the time specified shall constitute a FBOC, and the Vendor shall have the right to terminate this Agreement and retain all deposit monies in full without prejudice to the Vendor's rights to additional deposit monies that may be required and any other rights it may have hereunder and at law including the right to recover from the Purchaser all additional costs, losses and damages arising out of default on the part of the Purchaser pursuant to any provision contained in this Agreement, including interest thereon from the date of demand for payment at the rate of 24% per annum, calculated and compounding daily, not in advance, until paid. This interest rate shall survive the termination of this Agreement and shall not merge on closing.
(d) In the event this Agreement, in future, is amended in order to accelerate the closing of the transaction or to change or alter the construction specifications of the Dwelling by giving the Purchaser a credit or reduction against the Purchase Price and the Purchaser fails to complete the transaction, all damages shall be assessed as if such amendment was not entered into.
(e) In the event any one or more of the provisions of this Agreement or any portion or portions thereof are invalid or unenforceable, the same shall be deemed to be deleted therefrom and shall not be deemed to affect the enforceability or validity of the balance of this Agreement of Purchase and Sale.
(f) The Purchaser, if required by the Vendor, shall execute and deliver on closing one or more covenants incorporating the terms hereof.
(g) There is no representation, warranty, collateral Agreement or condition affecting this Agreement or the Prop...
General Contract Provisions. 13.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile or email, as applicable, as follows: if to the Company: Helius Medical Technologies, Inc. 00 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx XxXxxxxxxx, Chief Financial Officer and Chief Operating Officer Fax No.: 000 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to: Blakes, Xxxxxxx & Xxxxxxx LLP Attention: Xxxxxxxx Xxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx.Xxxxx@xxxxxx.xxx and: Proskauer Rose LLP Attention: Xxx Xxxxxxx Fax No.: 000-000-0000 Email: Xxxxxxxx@xxxxxxxxx.xxx or if to the Agent: Mackie Research Capital Corporation Attention: Xxxxxxx Xxxxx, Managing Director Investment Banking Fax No.: n/a Email: xxxxxx@xxxxxxxxxxxxxx.xxx with a copy to: with a copy to (not to constitute notice to the Agent): Dentons Canada LLP Attention: Xxxxxx Xxxxx Fax No.: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being faxed and receipt confirmed or emailed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number or email.
13.2 This Agreement and the other documents herein referred to constitute the entire Agreement between the Agent and the Company relating to the subject matter hereof and supersedes all prior Agreements between the Agent and the Company with respect to their respective rights and obligations in respect of the Offering, including the engagement letter between the Agent and the Company dated November 26, 2015.
13.3 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others.
13.5 Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instrumen...
General Contract Provisions. 14.1 This Agreement may be terminated at any time before the Effective Time by mutual written consent of the Transferor and the Company.
14.2 From time to time, the Company and the Transferor will each execute and deliver all such further documents, certificates, deeds, conveyances, transfers, assignments, declarations, affidavits, and other documents necessary or desirable to give effect to the full intent of this Agreement, including the transfer of the Transferred Assets and the Company’s employment of each employee included in the Transferred Workforce.
14.3 This Agreement will enure to the benefit of, and be binding upon, the respective successors and permitted assigns of the Transferor and the Company.
14.4 Whenever the singular or masculine is used in this Agreement, it will be construed as meaning the plural or the feminine or neuter, and vice versa, where the context or the parties so require.
General Contract Provisions. 13.1 Any notice or other communication which may be or is required to be given or made pursuant to this Agreement may be given in writing by personal delivery, by registered mail, postage prepaid or by telecopier address as follows:
(a) to the Distributor at: Axyn Canada Corporation 201-000 Xxxxxxxx Xxxx Xxxxxx, Xxxxxxx X0 X 0B3 Attention: Robexx Xxxx Telecopier: (613) 000-0000
(b) to the Owner at: c/o Soloway, Wrigxx 900-000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxx XX R 7Y2 Attention: Gregxxx Xxxxxxx Telecopier: (613) 000-0000 or at such other address as may be given by either of them to the other in writing from time to time. Any notice or other communication given by mail as aforesaid shall be deemed to have been received on the tenth (1Oth) day following the date of mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopier. If a notice or other communication shall have been mailed and if regular mail service shall be interrupted by strike or other irregularity before the deemed receipt of such notice as aforesaid, such notice shall, unless earlier actually received, be deemed to have been received on the tenth (1Oth) day following the resumption of normal mail service.
13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained herein.
13.3 All agreements, representations, warranties and covenants of any of the parties made herein or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect.
13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement.
13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus ...
General Contract Provisions. 9.1 This Agreement may be terminated at any time before the Effective Time by mutual written consent of the Transferor and the Company.
9.2 From time to time, the Company and the Transferor will each execute and deliver all such further documents, certificates, deeds, conveyances, transfers, assignments, declarations, affidavits, and other documents necessary or desirable to give effect to the full intent of this Agreement, including the transfer of the Transferred Assets.
9.3 This Agreement will enure to the benefit of, and be binding upon, the respective successors and permitted assigns of the Transferor and the Company.
9.4 Whenever the singular or masculine is used in this Agreement, it will be construed as meaning the plural or the feminine or neuter, and vice versa, where the context or the parties so require.
General Contract Provisions. A. Teacher contracts shall conform to the Ohio Revised Code.
B. Teacher suspensions shall conform to the Ohio Revised Code.
C. Teacher contract termination shall conform to the Ohio Revised Code.
General Contract Provisions. 14.1 The closing of the transaction contemplated herein shall take place at the Time of Closing, on the Date of Closing, at the offices of the Purchaser or at such other place as may be agreed to in writing by the parties hereto.
14.2 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile transmission addressed to such other party or delivered to such other party as follows:
(a) to the Purchaser and the Parent at: 00X Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX, X0X 0X0 Facsimile No.: (000) 000-0000
(b) to the Vendors at: 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX, X0X 0X0 Facsimile No.: (000) 000-0000 or at such other address as may be given by any of them to the others in writing from time to time, and such notices, requests, demands or other communications shall be deemed to have been received when delivered, or, if sent by facsimile transmission, on the date of transmission unless sent on a non-Business Day or after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been received on the next Business Day following the day of such transmission.
14.3 Any tender of documents or money hereunder may be made upon the Vendors or the Purchaser or their respective solicitors, and money may be tendered by negotiable cheque from a bank within the meaning of the Bank Act (Canada).
14.4 The parties hereto covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and bylaws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part hereof.
14.5 This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
14.6 Except as otherwise stated herein, dollar amounts referred to in this agreement shall be in Canadian funds.
14.7 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun.
14.8 The division of this agreement into articles, sections, subsections and schedules is for convenience of reference only and shall not affect the interpretation or construction of this agreement.
14.9 Each...
General Contract Provisions. 11.1 SAVINGS CLAUSE Should any portion of this agreement be determined unlawful or unenforceable by a court of competent jurisdiction, that portion of the agreement declared invalid shall be null and void; however, the rest of the agreement shall remain in full force and effect and either party may initiate negotiations to arrive at mutually agreeable language on the provisions declared invalid.
