Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Amendment shall be governed by and construed in accordance with the applicable terms of Section 5 of the Agreement, which are hereby incorporated by reference and shall apply mutatis mutandis as if set forth herein.

Miscellaneous. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be deemed to have been duly given when delivered personally or sent by registered or certified mail, return receipt request, postage prepaid to the parties hereto at their addresses indicated hereinafter. Either party may change his or its address for the purpose of this paragraph by written notice similarly given. 10.2 Entire Agreement. This Agreement represents the entire agree...ment between the Parties in relation to its subject matter and supersedes and voids all prior agreements between such Parties relation to such subject matter. 10.3 Amendment of Agreement. This Agreement may be altered or amended, in whole or in part, only in writing signed by both parties. 10.4 Waiver. No waiver of any breach or condition of its Agreement shall be deemed to be a waiver of any other subsequent breach or condition, whether of alike or different nature, unless such shall be signed by the person making such waivers and/or which so provides by its terms. 10.5 Captions. The captions appearing in this Agreement are inserted as matter of convenience and for reference and in no way affect this Agreement, define, limit or describe its scope or any of its provisions. 10.6 Situs. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to the conflict of Laws provisions thereof. 10.7 Benefits; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns. This Agreement may not be assigned by either party without the written consent of the other party. 10.8 Currency. In all instances, references to monies used in this Agreement shall be deemed to be United States dollars. This Agreement may be executed in counterpart via email and/or by fax transmission, with each counterpart being deemed an original. View More

Miscellaneous. (a) Neither this Award Agreement nor the Plan confers on Participant any right with respect to the continuance of employment by the Company or any Subsidiary, nor will there be a limitation in any way on the right of the Company or any Subsidiary by which Participant is employed to terminate his or her employment at any time. (b) In the event of a restatement of the Company's consolidated financial statements for any interim or annual period ("Restatement"), the Committee may determine that the ...Award exceeds the amount that would have been awarded or received had the Restatement been known at the time of the Award Date or at the time of conversion of the Restricted Stock Units to shares of Common Stock. In the event that the Committee makes such a determination, the Company shall have the right: (i) in the instance of a Participant whose misconduct or violation of a Company policy causes such Restatement, or; (ii) in the instance where a Participant is an officer subject to Section 16 of the Securities and Exchange Act of 1934, and without regard to whether Participant caused the Restatement, to (A) forfeit this Award, and/or (B) to require repayment or return of any benefit derived from this Award. Both the cause and the amount of adjustment and/or repayment shall be determined by the Committee in its sole discretion, and its decision shall be final and binding upon the Participant. (c) An original record of this Award Agreement and all the terms hereof, executed by the Company and accepted and acknowledged by the Participant, is held on file by the Company. This Award Agreement and the Participant's acknowledgment may be made in paper or in electronic format as specified by the Company. To the extent there is any conflict between the terms contained in this Award and the terms contained in the original held by the Company, the terms of the original held by the Company shall control. View More

Miscellaneous. 5.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware. 5.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. 5.3 Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the ...parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein. 5.4 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below: If to the Company: Jishanye, Inc. 7F., No.247, Minsheng 1st Rd. Xinxing Dist., Kaohsiung City 800 Taiwan Republic of China If to the Purchaser: Appropriate address identified in Schedule A. 5.5 Faxes and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same. View More

Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to the subject matter hereof, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey.

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Represent...atives c/o Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration; fax: (646) 834-8133; c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: High Grade Syndicate Desk, 3rd Fl. (Fax: (212) 834-6081); Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, NY 10020; fax: (212) 901-7881 (use this address only for notice information; for all other purposes, use One Bryant Park, New York, NY 10036); c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202 (fax: (704) 410-0326); Attention: Transaction Management. Notices to the Company shall be given to it at 170 West Tasman Drive, San Jose, California 95134-1706 (fax: (408) 526-8050 or rbiscay@cisco.com); Attention: Roger Biscay (Senior Vice President, Treasurer and Global Risk Management); with a copy to Mark Chandler (Senior Vice President, Legal Services and General Counsel, and Chief Compliance Officer) (fax: (408) 526-8220 or machandl@cisco.com). (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. View More

Miscellaneous. (a) All payments by the Borrower under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. (b) The Borrower agrees to pay all expenses, including reasonable attorneys' fees and disbursements, incurred by the Lender in endeavoring to collect any amounts payable hereunder which are not paid when due or to oth...erwise enforce its rights hereunder. (c) No delay or omission on the part of the Lender in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Lender, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. (d) The terms and provisions of this Note may be modified or amended only by a written instrument duly executed by the Borrower and by the Lender. (e) The Borrower and every endorser or guarantor of this Note, regardless of the time, order or place of signing, hereby waives presentment, demand, protest and notices of every kind and assents to any permitted extension of the time of payment and to the addition or release of any other party primarily or secondarily liable hereunder. (f) The Lender agrees that no stockholder, director or officer of the Borrower shall have any personal liability for the repayment of this Note. (g) The Lender may assign this Note to an affiliate of such Lender. Such assignee shall be deemed a "Lender" for purposes of this Note; provided that such assignment shall be contingent upon the assignor and assignee providing a written instrument to the Borrower notifying the Borrower of such assignment. Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided herein. View More

Miscellaneous. 18.1. Notices. All notices from one party to the other will be in writing and will be delivered by addressing the same to the addresses first set forth above, or at such other address as either party may specify in writing to the other. Notices shall be sent by overnight courier, certified mail, return receipt requested, or by other means of delivery requiring a written acknowledged receipt. All notices shall be effective upon receipt. 6 18.2. Independent Contractor. The business relationship of... VIRUSURE to COMPANY is that of an independent contractor and not of a partner, joint venture, employer, employee or any other kind of relationship. VIRUSURE will be solely responsible for expenses and liabilities associated with the employment of its employees. 18.3. Assignment. This Agreement, and the rights and obligations under this Agreement, may not be assigned or transferred by either party without the prior written consent of the other party, except that either party may assign this Agreement to an affiliated company or in connection with the merger, consolidation or sale of substantially all assets related to the Study. 18.4. Entire Agreement. This Agreement, together with the Supporting Documents, sets forth the entire agreement and understanding between the parties, superseding any and all previous statements, negotiations, documents agreements and understandings, whether oral or written, as to the subject matter of the Agreement. No modification or waiver of the provisions of this Agreement shall be valid or binding on either party unless in writing and signed by both parties. No waiver of any term, right or condition under this Agreement on any one occasion shall be construed or deemed to be a waiver or continuing waiver of any such term, right or condition on any subsequent occasion or a waiver of any other term, right or condition hereunder. 18.5. Severability. In the event that any one or more of the provisions contained in this Agreement is for any reason, held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and all other provisions will remain in full force and effect. If any provision of this Agreement is held to be excessively broad, it will be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. 18.6. Applicable Law. This Agreement will in all events and for all purposes be governed by, and construed in accordance with, the laws of Austria without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. 18.7. Counterparts. This Agreement may be executed in counterparts, which taken together shall constitute a single legal document. 18.8. Language of Agreement. The parties acknowledge that it is their express wish that this Agreement and all notices and other documents to be given or executed pursuant hereto be in English. View More

Miscellaneous. All capitalized terms not herein defined shall have the meanings as set forth in the Original Lease. This Amendment shall become binding on Landlord and Tenant when it has been signed by Landlord and Tenant. In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Original Lease, the terms and provisions of this Amendment shall prevail. From and after the effectiveness of this Amendment "Lease", as used in the Original L...ease and this Amendment, shall mean the Original Lease as amended by this Amendment. Except as modified by this Amendment, the Original Lease shall remain unchanged and in full force and effect until the Early Termination Date, at which time it shall terminate in accordance with the terms of this Amendment. This Amendment may be executed in counterparts, all of which taken together shall constitute one and the same instrument. Signatures to this Amendment created by the signer 3 by electronic means and/or transmitted by telecopy or other electronic transmission shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original of this Amendment with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Amendment, it being expressly agreed that each party to this Amendment shall be bound by its own electronically created and/or telecopied or electronically transmitted signature and shall accept the electronically created and/or telecopied or electronically transmitted signature of the other party to this Lease. This Amendment shall be binding upon and inure to the benefit of the parties hereto and, their successors and assigns; shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be wholly performed within said State; and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. If any term or provision of this Amendment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Amendment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Amendment shall be valid and enforced to the fullest extent permitted by law. This Amendment constitutes the final and complete express of the parties' agreements with respect to the subject matter of this Amendment, and any prior negotiations or transmittals with respect to the subject matter of this Amendment shall be of no force or effect unless expressly set forth in this Amendment. Landlord and Tenant understand, agree and acknowledge that this Amendment has been freely negotiated by both parties; and that in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Amendment or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Amendment or any portion thereof. Caption and section headings in this Amendment are for convenience of reference only, and shall not be used to limit, extend or interpret the meaning of any part of this Amendment. View More

Miscellaneous. Except as otherwise provided in Sections 4 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered (i) to the Company: ORBCOMM Inc. 395 West Passaic Street, Suite 325 Rochelle Park, New Jersey 07662 Attention: Christian G. LeBrun, Esq. Facsimile Number: (703) 433-6400 with a copy to: Chadbourne & Parke LLP 1301 Avenue of the Americas New York, New York 10019-6022 Attention: Sey-Hyo Lee, Esq. Facsimile Number: (212) 541-5369 (ii) ...to the Underwriters: Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: John Critchlow Facsimile Number: (727) 567-8247 with a copy to: Morrison & Foerster LLP 250 West 55th Street New York, New York 10019-9601 Attention: Anna T. Pinedo, Esq. Facsimile Number: (212) 468-7900 This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and its directors and officers. View More