Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (b) This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement. Page 2 of 5 (c) This Agreement shall be a contract made under and governed by the laws of the Sta...te of New York. (d) Reserved. (e) This Agreement shall be binding upon the Borrower, Creditor and their respective successors and assigns, and shall inure to the benefit of the Borrower, Creditor and their respective successors and permitted assigns. (f) The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person or entity. (g) If one or more provisions of this letter agreement are held to be unenforceable under applicable law, it shall be excluded from this letter agreement and the balance of the letter agreement shall be interpreted as if it were so excluded and shall be enforceable in accordance with its terms. (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (i) All amendments or modifications of this Agreement and all consents, waivers and notices delivered hereunder or in connection herewith shall be in writing and executed by both parties hereto. (j) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect thereto. (k) Each of the Borrower and Creditor hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement and the transactions contemplated hereby. View More

Miscellaneous. Any action by the Underwriters hereunder may be taken by Citigroup Global Markets Inc. or J.P. Morgan Securities LLC on behalf of the Underwriters, and any such action taken by Citigroup Global Markets Inc. or J.P. Morgan Securities LLC 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 Un...derwriters shall be given to the Representatives c/o Citigroup 20 Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (Fax No. : 646-291-1469), Attention: General Counsel and c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (Fax No. : 212-834-6081), Attention: High Grade Syndicate Desk. Notices to the Company and the Guarantors shall be given to them at Reynolds American Inc., 401 North Main Street, Winston-Salem, North Carolina 27101 (Fax No. : 336-741-2998), Attention: General Counsel. (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 (g) Waiver of Jury Trial. The Company and the Guarantors on the one hand and the Underwriters on the other hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. View More

Miscellaneous. 9.1 Indemnification. 9.3 Amendments. 9.4 Notices. 9.5 Withholding. 9.7 Captions. 9.8 Entire Agreement. 9.9 Survivorship. 9.10 Waiver. 9.11 Joint Efforts/Counterparts. 9.12 Representation by Counsel.

Miscellaneous. 3.1 Notice. Except as otherwise provided herein, any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing and shall be sent to the Company or the Manager, as applicable, at the physical addresses set forth below (or to such other address as shall be designated hereunder by notice to the other parties and persons receiving copies, effective upon actual receipt). If to the Company: Dominion Energy, Inc. 120 Tredegar Street Richmo...nd, Virginia 23219 Attn: James R. Chapman Executive Vice President, Chief Financial Officer and Treasurer 6 With a copy to: Dominion Energy, Inc. 120 Tredegar Street Richmond, Virginia 23219 Attn: Meredith Sanderlin Thrower Senior Assistant General Counsel Email: Meredith.S.Thrower@dominionenergy.com If to the Manager: Gallagher Fiduciary Advisors, LLC 1667 K Street, NW, Suite 1270 Washington, D.C., 20006 Attention: Michael W. Johnson Email: Michael_W_Johnson@ajg.com With a copy to: Gallagher Fiduciary Advisors, LLC 24 Commerce Street, Suite 1827 Newark, N.J. 07102 Attention: Darin R. Hoffner Email: Darin_Hoffner@ajg.com 3.2 Governing Law. This Agreement shall be governed by the laws of the District of Columbia (without giving effect to its provisions on the conflict of laws) only to the extent not preempted by ERISA or other federal law. 3.3 Entire Agreement; Modification; Waivers. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiation, commitments and writings with respect to the matters discussed herein. This Agreement may not be altered, modified or amended except by a written instrument signed by all parties. The failure of any party to require the performance or satisfaction of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 3.4 Severability. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision. 3.5 Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 7 3.6 Counterparts. This Agreement may be executed in counterpart, each of which shall be deemed an original and all of which shall, when taken together, constitute a single binding instrument. 3.7 Electronic Signatures. Signatures transmitted by electronic delivery shall, for all purposes, be deemed to be the original signature of the party whose signature it reproduces and be binding upon such party. 3.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, the Manager, the indemnitees referenced in Section 2.3 and their respective successors and permitted assigns. None of the rights or obligations under this Agreement shall be assigned by the Manager without the prior written consent of the Company in its sole discretion. View More

Miscellaneous. This Restricted Stock Award Agreement (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the Grantee. The value of the Performance-Based Shares shall be equal to the Fair Market Value on the date of lapse of the restrictions or, if the Common Stock did not trade on such day, on the... first preceding day on which trading occurred. The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated Performance-Based Shares. View More

Miscellaneous. (a) Except as amended and modified by this Amendment, all of the terms, covenants, conditions, and agreements of the Original Management Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the provisions of the Original Management Agreement, and the provisions of this Amendment, the provisions of this Amendment shall control. (b) This Amendment shall be construed and enforced in accordance with the laws of the State of New Jersey. (c) No covenant, ...agreement, term or condition of this Amendment shall be changed, modified, altered, waived or terminated except by a written instrument of change, modification, alteration, waiver or termination executed by the parties hereto. (d) This Amendment is binding upon, and inures to the benefit of, the respective permitted 4 successors and assigns of the parties hereto. View More

Miscellaneous. Capitalized terms used herein and not otherwise defined herein shall have the same meanings as defined in the Credit Agreement. The amendments and waiver herein contained are limited specifically to the matters set forth above and do not constitute directly or by implication an amendment or a waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default which may occur or may have occurred under the Credit Agreement. This Amendment and Waiver may be execute...d in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one Amendment and Waiver. RESTRICTED - 2 THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. This Amendment and Waiver shall constitute a Loan Document. View More

Miscellaneous. (a) Further Instruments and Actions. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. (b) No Employment or Service Contract. Nothing in this Agreement shall confer upon the Purchaser any right to continue his employment with the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing ...or retaining the Purchaser) or of the Purchaser, which rights are hereby expressly reserved by each, to terminate the Purchaser's employment at any time for any reason, with or without Cause. (c) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at his or her address hereinafter shown below his or her signature or at such other address as such party may designate by ten (10) days` advance written notice to the other party hereto in accordance with this Agreement. Drax, Industries Inc. 3125 Scott Street, Suite C, Vista, California 92081 Virgil Enriquez11778 Treadwell Drive,Poway, California 92064 3 (d) Governing Law; Assignment and Enforcement. The Agreement is governed by the internal law of California and shall inure to the benefit of, and be binding upon, the successors and assigns of the Company, including any direct or indirect successor by purchase, merger, consolidation or otherwise to substantially all of the business and/or assets of the Company, and, be binding upon the Purchaser, his heirs, executors, administrators, guardians, successors and assigns. The prevailing party in any action to enforce this Agreement shall be entitled to attorneys' fees and costs. The parties hereby agree that damages are not an adequate remedy for the Purchaser's breach hereof and the Company shall accordingly be entitled to specific performance of this Agreement. The Company may assign the Company Repurchase Right to any person or entity selected by the Board, including (without limitation) one or more stockholders of the Company. (e) Entire Agreement; Amendments. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous understandings, written or oral. This Agreement may only be amended with the written consent of the parties hereto, and no oral waiver or amendment shall be effective under any circumstances whatsoever. (f) Counterparts. This Agreement may be executed in any number of counterparts and signature pages may be delivered by facsimile, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. (g) Attorneys' Fees. In the event that any dispute among the parties under or with respect to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. View More

Miscellaneous. (a) This Agreement shall be governed by and construed according to the laws of the State of Tennessee, without reference to the conflicts or choice of law principles thereof. (b) Neither this Agreement nor any provision hereof may be altered, amended, modified or changed, nor may any of the Pledged Securities be released, except by an instrument in writing signed by the party against whom enforcement of such alteration, amendment, modification, change or release is sought. (c) The headings in th...is Agreement and the usage herein of defined terms are for convenience of reference only, and shall not be construed as amplifying, limiting or otherwise affecting the substantive provisions hereof. (d) Any reference herein to any instrument, document or agreement, by whatever terminology used, shall be deemed to include any and all past, present or future amendments, restatements, modifications, supplements, extensions, renewals or replacements thereof, as the context may require. (e) All references herein to the preamble, the recitals or sections, paragraphs, subparagraphs, schedules or exhibits are to the preamble, recitals, sections, paragraphs, subparagraphs, schedules and exhibits of or to this Agreement unless otherwise specified. The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (f) When used herein, (1) the singular shall include the plural, and vice versa, and the use of the masculine, feminine or neuter gender shall include all other genders, as appropriate, (2) "include", "includes" and "including" shall be deemed to be followed by "without limitation" regardless of whether such words or words of like import in fact follow same, and (3) unless the context clearly indicates otherwise, the disjunctive "or" shall include the conjunctive "and". (g) Any reference herein to any law shall be a reference to such law as in effect from time to time and shall include any rules and regulations promulgated or published thereunder and published interpretations thereof. View More

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. 20 (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 Repres...entatives at Barclays Capital Inc., 745 Seventh Avenue, New York, NY 10019, Attention: Syndicate Registration (fax no. (646) 834-8133; BofA Securities, Inc., 50 Rockefeller Plaza, NY1-50-12-01, New York, New York 10020, (fax: 212-901-7881), Attention: High Grade Debt Capital Markets Transaction Management/Legal; Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division, Facsimile: (212) 507-8999. Notices to the Company shall be given to it at One Kellogg Square, Battle Creek, MI 49016-3599 (fax: (269) 565-1266); Attention: General Counsel, or if different, to the address set forth in this Underwriting Agreement. (c) Governing Law. This Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Amendments or Waivers. No amendment or waiver of any provision of this Underwriting 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. (e) 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 Underwriting Agreement. (f) Counterparts. This Underwriting 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. View More