Miscellaneous Clause Example with 6 Variations from Business Contracts

Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between Holder and the Company concerning its subject matter and supersedes all prior oral and written communications between Holder and the Company with respect to the subject matter contained herein. b. Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of California without regard to conf...lict of law principles that would result in the application of any law other than the law of the State of California. c. Dispute Resolution. The parties hereby (a) irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Orange County, California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of Orange County, California, and (c) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. d. Attorneys' Fees. If any party to this Agreement commences an action against another party to this Agreement to interpret or enforce any of the terms of this Agreement, or because of the other party's breach of any provision set forth in this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. 2 e. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. View More

Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between Holder and the Company concerning its subject matter and supersedes all prior oral and written communications between Holder and the Company with respect to the subject matter contained herein. b. Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of California without regard to conf...lict of law principles that would result in the application of any law other than the law of the State of California. c. Dispute Resolution. The parties hereby (a) irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Orange County, California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of Orange County, California, and (c) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. d. Attorneys' Fees. If any party to this Agreement commences an action against another party to this Agreement to interpret or enforce any of the terms of this Agreement, or because of the other party's breach of any provision set forth in this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. 2 e. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. View More

Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between Holder and the Company concerning its subject matter and supersedes all prior oral and written communications between Holder and the Company with respect to the subject matter contained herein. b. (a) Governing Law. This Letter Agreement and any controversy arising out the rights and obligations of or relating to this Agreement the Parties shall be governed by and construed in accordance with and governed by the General... Corporation Law laws of Delaware applicable to contracts wholly performed within the State borders of California such state, without regard giving effect to the conflict of law principles that would result in the application of any law other than the law of the State of California. c. Dispute Resolution. thereof. (b) Jurisdiction. The parties Parties (i) hereby (a) irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Orange County, California Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Letter Agreement, (b) (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Letter Agreement except in the federal and state courts located within the geographic boundaries of Orange County, California, Delaware and (c) (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue 2 of the suit, action or proceeding is improper or that this Letter Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party (c) Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Letter Agreement shall be entitled unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable attorney's fees, costs, and necessary disbursements enforceable, and as so limited shall remain in addition to full force and effect. In the event that such court shall deem any other relief to which such party may be entitled. d. Attorneys' Fees. If any party to this Agreement commences an action against another party to this Agreement to interpret provision, or enforce any of portion thereof, wholly unenforceable, the terms remaining provisions of this Agreement, or because of the other party's breach of any provision set forth Letter Agreement shall nevertheless remain in this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs full force and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. 2 e. effect. (d) Execution. This Letter Agreement may be executed in two one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party Party and delivered to the other party, Party, it being understood that both parties Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery any other form of a ".pdf" format data file, electronic delivery, such signature shall create a valid and binding obligation of the party Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. (e) Termination. In the event that a definitive agreement relating to the FR Business Combination is not entered into by the Company and Fast Radius on or before August 31, 2021, or if such definitive agreement is entered into but subsequently terminated prior to the closing of the FR Business Combination, this Letter Agreement shall automatically terminate and be of no further force and effect. View More

Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between Holder and the Company concerning its subject matter and supersedes all prior oral and written communications between Holder and the Company with respect to the subject matter contained herein. b. (a) Governing Law. This Agreement Amendment and any controversy arising out the rights and obligations of or relating to this Agreement the Parties shall be governed by and construed in accordance with and governed by the Gene...ral Corporation Law laws of Delaware applicable to contracts wholly performed within the State borders of California such state, without regard giving effect to the conflict of law principles that would result in the application of any law other than the law of the State of California. c. Dispute Resolution. thereof. (b) Jurisdiction. The parties Parties (i) hereby (a) irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Orange County, California Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of Orange County, California, Delaware and (c) (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party (c) Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be entitled unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable attorney's fees, costs, and necessary disbursements enforceable, and as so limited shall remain in addition to full force and effect. In the event that such court shall deem any other relief to which such party may be entitled. d. Attorneys' Fees. If any party to provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement commences an action against another party to this Agreement to interpret or enforce any of the terms of this Agreement, or because of the other party's breach of any provision set forth shall nevertheless remain in this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs full force and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. 2 e. effect. (d) Execution. This Agreement Amendment may be executed in two one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party Party and delivered to the other party, Party, it being understood that both parties Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery any other form of a ".pdf" format data file, electronic delivery, such signature shall create a valid and binding obligation of the party Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. View More

Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between Holder Holder, SA and the Company Assignee concerning its subject matter and supersedes all prior oral and written communications between Holder Holder, SA and the Company Assignee with respect to the subject matter contained herein. b. Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the St...ate of California without regard to conflict of law principles that would result in the application of any law other than the law of the State of California. c. Dispute Resolution. The parties hereby (a) irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Orange County, California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of Orange County, California, and (c) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. d. Attorneys' Fees. If any party to this Agreement commences an action against another party to this Agreement to interpret or enforce any of the terms of this Agreement, or because of the other party's breach of any provision set forth in this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. 2 e. d. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. View More

Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between Holder Holder, Purchaser and the Company concerning its subject matter and supersedes all prior oral and written communications between Holder Holder, Purchaser and the Company with respect to the subject matter contained herein. b. Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State ...of California without regard to conflict of law principles that would result in the application of any law other than the law of the State of California. c. Dispute Resolution. The parties hereby (a) irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Orange County, California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of Orange County, California, and (c) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. d. Attorneys' Fees. If any party to this Agreement commences an action against another party to this Agreement to interpret or enforce any of the terms of this Agreement, or because of the other party's breach of any provision set forth in this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. 2 e. d. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. View More