MISCELLANOUS. 31.1 The Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence and negotiations between them relating to the Deliverables.
31.2 If delivery has been agreed according to INCOTERMS, the latest version in force at the date the Agreement was entered into shall apply.
MISCELLANOUS. 1. The undersigned agrees that the undersigned may not cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder and that this Subscription Agreement shall survive the death or disability of the undersigned and shall be binding upon the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreement.
2. Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered or when sent by registered mail, return receipt requested, addressed to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time, or to such other address furnished by notice given in accordance with this paragraph.
3. This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto.
4. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect to this Subscription Agreement, any amendments or any replacements hereof, and any transactions relating hereto shall be brought in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscrip...
MISCELLANOUS. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their successors but shall not be assignable except as in this Agreement provided.
MISCELLANOUS. 15.1 These GTCS (and the accompanying PO/quotation/confirmation of sale/invoice) embody the entire understanding between the parties and supersede all previous agreements, understandings or representations whether in writing or orally regarding its subject matter. All agreed additions or modifications to these GTCS shall be made in writing and signed by duly authorized representatives of both Parties, failing which such modifications and amendments shall be deemed null and void.
15.2 In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these GTCS shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
15.3 In no event may a Party assign any of its rights, interests or obligations under this Agreement without the other Party’s prior written approval. No assignment or delegation relieves a Party of any of its obligations under this Agreement.
15.4 The failure of a Party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given.
15.5 The relationship between the Parties is that of independent contractors.
15.6 The Parties’ rights and obligations which by their sense and context are intended survive any termination or expiration of the Agreement shall so survive, including but not limited to Sections 1, 6, 7, 8, 9, 10, 11, 14, and 15.
MISCELLANOUS. The terms and conditions of this XXXX supersede the terms of any quotation or Purchase Order, or other document issued or signed by You to authorize Your license to the Software. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed, as necessary, as to eliminate its unenforceability, and all the other provisions shall remain unaffected. The failure or delay of either Party to exercise any of its rights shall not be deemed a waiver of such rights, and no waiver of any breach of this Agreement shall constitute a waiver of any other breach.
MISCELLANOUS. 11.1. The Parties shall do their best to settle any disputes by means of an amicable settlement, otherwise the dispute settlement shall be within the competence of the court of law. This |Contract shall be governed by the Bulgarian law.
11.2. The Contract has been prepared in 2 (two) counterparts in Bulgarian language, 1 (one) copy for Each Party hereto.
MISCELLANOUS. 26. The Developer shall indemnify, defend and hold the City, its elected officials, appointees, directors, employees, agents, and representatives harmless from all liability that may result from the Developer’s breach of this Agreement, or its failure to conform to the requirements of Chapter 20.30 of the Code, as may be amended, or its failure to comply with any other law, regulation or rule that governs the construction, occupancy, sale or lease of any MPDU.
27. No waiver by the City of a specific breach or default of this Agreement shall be enforceable unless the waiver is in writing and signed by a person with authority to make the waiver, and any such waiver shall not constitute a waiver of any other or subsequent breach or default of this Agreement of the same or similar or different nature. No failure by the City to exercise, and no delay in exercising, any right or remedy permitted by law or pursuant to this Agreement shall operate as a waiver of such right or remedy.
28. Upon any default or breach of this Agreement by the Developer, the City shall have authority to issue stop work orders, suspend or revoke any or all building, grading, use and occupancy permits, and any other permits or approvals issued to the Developer in connection with the Property or any MPDU, and to deny the issuance of all subsequent permits or approvals, or suspend or revoke subsequent permits or approvals issued in connection with the Property or any MPDU, and invoke any other enforcement measures authorized by Chapter 20.30 of the Code, as may be amended, any applicable regulations of the Department, and any other application laws, regulations or rules.
29. This Agreement shall run with the Property and shall be binding upon the Developer’s successors and assigns.
30. This Agreement shall survive the execution and delivery of all deeds by which the Developer transfers title to the Property or to any MPDU on the Property, and to all leases by which the Developer rents any MPDU within the Property, and shall not merge therein.
31. All notices required of the parties shall be sent to at
32. Nothing contained in this Agreement shall be construed to constitute the Developer as an agent, representative or employee of the City. Nor shall anything contained in this Agreement be construed in any manner to create any relationship between the Developer and the City other than what is expressly specified herein, and the Developer and the City shall not be considered partners or co-ve...
MISCELLANOUS. (a) This Amendment may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
(b) To the extent that any provision of the Registration Rights Agreement needs to be waived or amended in order to allow the amendment made herein to be effective, such provisions are hereby waived and/or amended to the extent necessary to allow for the amendment made herein to be effective.
(c) This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.
(d) On or after the date of this Amendment, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Registration Rights Agreement shall mean and be a reference to the Agreement as amended by this Amendment, and this Amendment shall be deemed to be a part of the Registration Rights Agreement.
MISCELLANOUS. (a) This Guarantee shall be binding upon GUARANTOR, its successors and assigns and enure to the benefit of and be enforceable by BC HYDRO, its successors and assigns.
(b) The Guarantee embodies the entire agreement and understanding between GUARANTOR and BC HYDRO and supersedes all prior agreements and understandings relating to the subject matter hereof.
(c) The headings in this Guarantee are for purposes of reference only, and shall not affect the meaning hereof.
(d) The rights, remedies and recourse of BC HYDRO under this Guarantee are cumulative and do not exclude any other rights, remedies and recourse that it may have.
(e) If any payment of SUBCO in respect of Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, GUARANTOR shall remain liable hereunder in respect of such Guaranteed Obligations as if such payment had not been made.
(f) The provisions of this Guarantee are intended to be severable. If any provision of this Guarantee shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
(g) Time is of the essence of this Guarantee and all of its provisions.
MISCELLANOUS. Section 5.01 Access To the extent permitted by law, the parties agree to provide each other with reasonable access to records and other information as may be necessary for their respective performance hereunder. There shall be no charge made for copies of records or for provision of additional information by either party.
