Miscellaneous Clause Example with 41 Variations from Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Miscellaneous. (a) This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (b) This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) Any determination that any provision of th...is Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.View More
Variations of a "Miscellaneous" Clause from Business Contracts
Miscellaneous. (a) a. All terms and conditions of the Term Loan Agreement and the other Loan Documents, as amended hereby, remain in full force and effect. b. The Borrower shall pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents incurred in connection with the preparation, negotiation, execution and delivery of this Fourth Amendment, including, without limitation, reasonable and documented fees of their counsel. c. This Fourth Amendment may be executed in several counter...parts and by each party on a separate counterpart, each of which when so executed and delivered delivered, shall be an original, 2 and all of which together shall constitute one instrument. (b) Delivery of an executed counterpart of a signature page hereto by telecopy or other electronic image scan transmission (e.g., "pdf" or "tif" via e-mail) shall be as effective as delivery of a manually executed counterpart hereof. d. This Fourth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No matters set forth herein and supersedes all prior discussions or negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) hereon. e. Any determination that any provision of this Fourth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Fourth Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Amendment. (e) f. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). View More
Miscellaneous. (a) a. Except as provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Borrowers each hereby ratify, confirm, and reaffirm all of the representations, warranties and covenants therein contained. Without limiting the generality of the foregoing, each Borrower hereby acknowledges, confirms and agrees that all Collateral shall continue to secure the Obligations as modified and amended pursuant to this First Amendment and ...any future modifications, amendments, substitutions or renewals thereof. 3 b. Without limiting any of the provisions of the Credit Agreement or other Loan Documents, the Borrowers shall pay all costs and expenses incurred by the Agent in connection with this First Amendment, including, without limitation, all reasonable attorneys' fees. c. This First Amendment may be maybe executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered delivered, each shall be an original, and all of which together shall constitute one instrument. (b) Delivery of an executed counterpart of a signature page hereto by telecopy or by electronic email in .pdf format shall be effective as delivery of a manually executed counterpart hereof. d. This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No matters set forth herein and supersedes all prior discussions or negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) hereon. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this First Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Amendment. (e) e. THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK. View More
Miscellaneous. (a) This Amendment may be executed in several counterparts Lender and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (b) This Borrower agree that: 7.1THIS AMENDMENT AND ALL MATTERS RELATING THERETO OR ARISING THEREFROM SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE ...THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION. 7.2This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) Any hereof, and no extrinsic evidence may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment. 7.3Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection 7.4The captions in connection with this Amendment are for convenience of reference only and is shall not relying on any representations define or warranties of Secured Party or its counsel in entering into this Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. limit the provisions hereof. View More
Miscellaneous. (a) This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (b) a Loan Document under the Amended Credit Agreement. This Amendment expresses sets forth the entire understanding of agreement among the parties with respect hereto relating to the transactions contemplated hereby. hereby (except with respect to agreements relating s...olely to compensation, consideration and the coordinated syndication of the Loan). No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) Any determination that The provisions of this Amendment are intended to be severable. If for any reason any provision of this Amendment or any application hereof is invalid, illegal shall be held invalid or unenforceable in any respect and whole or in part in any instance shall not affect jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the validity, legality, extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision thereof in any other instance, jurisdiction or the validity, legality or enforceability of remaining provisions hereof in any other provisions of this Amendment. (d) Each Debtor jurisdiction. Borrower hereby represents and warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment herewith and is not relying on any representations or warranties of Secured Party Administrative Agent or its counsel in entering into this Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.View More
Miscellaneous. (a) Except as provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm all of the representations, warranties and covenants therein contained. The Loan Parties hereby acknowledge, confirm and agree that the Security Documents and any and all Collateral pledged to the Collateral Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all app...licable Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been amended pursuant to this Second Amendment. (b) The Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Second Amendment, including, without limitation, all reasonable attorneys' fees. (c) This Second Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered delivered, shall be an original, and all of which together shall constitute one instrument. (b) (d) This Second Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No matters set forth herein and supersedes all prior discussions or negotiations or discussions shall limit, modify, or otherwise affect hereon. (e) By executing this Second Amendment, the provisions hereof. (c) undersigned Guarantor hereby consents to the Second Amendment to Amended and Restated Credit Agreement and acknowledges that its Facility Guaranty remains in full force and effect. (f) Any determination that any provision of this Second Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Second Amendment. (d) Each Debtor warrants (g) The Loan Parties represent and represents warrant that it has they have consulted with independent legal counsel of its their selection in connection with this Second Amendment and is are not relying on any representations or warranties of Secured Party the Agent or its the Lenders or their counsel in entering into this Second Amendment. (e) (h) THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. View More
Miscellaneous. (a) In accordance with the terms and conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys' fees, in connection with the preparation, negotiation, execution and delivery of this Fourth Amendment. 3 (b) This Fourth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together... shall constitute one instrument. (b) Delivery of an executed signature page of this Fourth Amendment (or any notice or agreement delivered pursuant to the terms hereof) by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. (c) This Fourth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) (d) Any determination that any provision of this Fourth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Fourth Amendment. (e) THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS FOURTH AMENDMENT AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW). View More
Miscellaneous. (a) This THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). (b) The captions in this Amendment may be executed in several counterparts are for convenience of reference only and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, an...d all of which together shall constitute one instrument. (b) not define or limit the provisions hereof. (c) This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) 5 (d) Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.View More
Miscellaneous. (a) This THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE s STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). (b) The captions in this Amendment may be executed in several counterparts are for convenience of reference only and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, ...and all of which together shall constitute one instrument. (b) not define or limit the provisions hereof. (c) This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) 6 (d) Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.View More
Miscellaneous. (a) a. This Second Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered delivered, shall be an original, and all of which together shall constitute one instrument. (b) Delivery of an executed counterpart of a signature page hereto by telecopy or electronic mail shall be as effective as delivery of a manually executed counterpart hereof. b. The Second Amendment is a Loan Document under the terms of the Loan Agr...eement. This Second Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No matters set forth herein and supersedes all prior discussions or negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) hereon. Any determination that any provision of this Second Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Second Amendment. (d) Each Debtor warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment and is not relying on any representations or warranties of Secured Party or its counsel in entering into this Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.View More
Miscellaneous. (a) a. This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (b) -9- b. The provisions of Section 10.15 (Governing Law) and 10.16 (Consent to Jurisdiction; Waiver of Jury Trial) are specifically incorporated herein by reference. c. This First Amendment expresses the entire understanding of the parties with respect to the... transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) d. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this First Amendment. (d) Each Debtor e. The Borrower shall pay on demand all costs and expenses of the Lender, including, without limitation, reasonable attorneys' fees in connection with the preparation, negotiation, execution and delivery of this First Amendment. f. The Loan Party Obligors each warrants and represents that it such Person has consulted with independent legal counsel of its such Person's selection in connection with this First Amendment and is not relying on any representations or warranties of Secured Party the Lender or its counsel in entering into this First Amendment. (e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.View More
