Miscellaneous Contract Clauses (41,182)

Miscellaneous. (a) The headings herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not be deemed to limit or affect any of the provisions hereof. 22 (b) No provision of this Certificate of Designations may be amended, except in a written instrument signed by the Corporation and the Majority Holders. Any of the rights of the Holders set forth herein may be waived by the affirmative vote or by written consent of the Majority Holders, except that each Holder ma...y waive its own rights as provided in this Certificate of Designations. No waiver of any default with respect to any provision, condition or requirement of this Certificate of Designations shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. View More

Miscellaneous. 3.1. Integrated Agreement; Modifications; Waivers. This Amendment, and the Master Lease as amended hereby, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral, with respect to such subject matter. Each of the parties hereto acknowledges that it has not relied upon, in entering into this Amendment, any representation, warranty, promise or condit...ion not specifically set forth in this Amendment. 3.2. Sealed Writing. The parties acknowledge and agree that the Master Lease, as amended by this Amendment, is intended to be a sealed instrument and to comply with Virginia Code Sections 55-2 and 11-3, and shall be interpreted as if the words "this deed of Lease" were included in the body of the Master Lease. 3.3. Effect of Amendment. Except as expressly modified in this Amendment, the Master Lease shall remain in full force and effect and is expressly ratified and confirmed by the parties hereto, and Tenant shall lease the Facilities (as modified by this Amendment) from Landlord on the terms set forth in the Master Lease (as modified by this Amendment). In the event of any inconsistencies between the terms of this Amendment and any terms of the Master Lease with respect to the subject matter hereof, the terms of this Amendment shall control. 3.4. Counterparts. This Amendment may be executed and delivered (including by facsimile or Portable Document Format (pdf) transmission) in counterparts, all of which executed counterparts shall together constitute a single document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. Any such facsimile documents and signatures shall have the same force and effect as manually-signed originals and shall be binding on the parties hereto. View More

Miscellaneous. 4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas, without regard to any provisions thereof relating to conflicts of laws among different jurisdictions.

Miscellaneous. 15.1 No Assignment This Agreement is a personal one, being entered into in reliance upon and in consideration of the singular personal skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligation without such consent shall be wholly n...ull, void, and of no effect whatsoever. 15.2 Notices All notices to be given shall be in writing and shall be deemed to have been duly given: (i) when hand delivered, (ii) three (3) business days after being mailed, postage prepaid, by registered or certified mail, return receipt requested, or (iii) the next business day after such notice is delivered to an overnight delivery service of prominent national reputation (such as Federal Express or DHL). Notices shall be delivered to the parties at the following addresses: If to Company: Spindle, Inc. ATTN: William Clark 8700 E Vista Bonita Dr., STE 260 Scottsdale, AZ 85255 If to Consultant: David J. Ide or to such other address as the parties hereto may specify, in writing, from time to time. 15.3 Entire Agreement This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to said subject matter. 15.4 Modification of Agreement This Agreement may be modified only by a written agreement duly executed by both parties. 2 15.5 Severability If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provision shall remain in full force and effect and the remainder of this Agreement shall in no way be affected, impaired or invalidated. 15.6 Waiver of Breach The failure of either party to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be deemed to be a waiver of such provisions or rights or in any way affect the validity of this Agreement. 15.7 Attorneys' Fees In the event any action is brought to interpret or enforce any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees together with costs and expenses, including appellate fees and costs, incurred pursuant to such action. 15.8 Captions The captions of the Sections of this Agreement are for reference only and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions. 15.9 Governing Law This Agreement has been executed and delivered in the State of Arizona, and its interpretation, validity and performance and enforcement shall be construed and in accordance with the laws of the State of Arizona, excluding its conflict of laws principles. View More

Miscellaneous. The provisions of this Note shall be binding upon the Maker, its successors and assigns and shall inure to the benefit of Holder, its successors and assigns. If any 3 provision of this Note shall, to any extent, be held invalid or unenforceable, then only such provision shall be deemed ineffective and the remainder of this Note shall not be affected. This Note shall be governed by and construed in accordance with the laws of the State of Connecticut (but not its conflicts of law provisions).

Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC on behalf of the Underwriters, and any such action taken by BofA Securities, Inc., Citigroup Global Markets Inc. and 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 Underwriters shall be given to the Representatives c/o BofA Securities, Inc., 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020 (fax: 646-855-5958), Attention: High Grade Debt Capital Markets Transaction Management/Legal; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: 646-291-1469); and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk (phone: 212-834-4533). Notices to the Company shall be given to it at Avery Dennison Corporation, 207 Goode Avenue, Glendale, California 91203, Attention: General Counsel (fax: 626-304-2251), with a copy to Steven Stokdyk, Esq., Partner, Latham & Watkins LLP, 10250 Constellation Boulevard, Suite 1100, Los Angeles, California 90067 (fax: 424-653-5500). (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to 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. 27 (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. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. The parties agree to execute such further instruments and to tak...e such action as may reasonably be necessary to carry out the intent of this Agreement. This Agreement, including the Plan, constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, taken together, shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart. You acknowledge that you have reviewed and understand the Plan and this Agreement in their entirety, and have had an opportunity to obtain the advice of counsel prior to executing this Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. 3 9. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice. View More

Miscellaneous. (a) Further Assurances. Each Party shall, and shall cause its Related Parties to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the terminations contemplated by this Agreement. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Related Parties to, cooperate with each other in connection with the withdrawal of any applications to or termination of proce...edings before any Governmental Authority, in each case to the extent applicable, in connection with the Transactions. (b) Entire Agreement; Successors and Assigns. 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, or any of them, with respect to the subject matter hereof, except for the Confidentiality Agreement and the Letter Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. Other Miscellaneous Terms. The provisions contained in Article I (Definitions), Section 1.2 (Construction), Section 10.3 (Expenses), Section 10.4 (Amendment), Section 10.5 (Waiver), Section 11.1 (Notices), Section 11.3 (Severability), Section 11.5 (Parties in Interest), Section 11.6 (Governing Law), Section 11.7 (Dispute Resolution), 11.8 (Headings), Section 11.9 (Counterparts) and Section 11.10 (Specific Performance), in each case of the Business Combination Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis, and made a part of this Agreement as if set forth fully herein. View More

Miscellaneous. 9.1Notices. 9.2Accuracy of Statements. 9.3Entire Agreement. 9.4Binding Effect; Assignment. 9.6No Waiver. 9.7Gender and Use of Singular and Plural. 9.8Headings. 9.9Governing Law. 9.10Further Assurances. 9.11Litigation. 9.12Mediation. 9.14Counterparts.

Miscellaneous. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid, such illegal or invalid term or provision shall not affect the balance of the terms and provisions hereof. In the event any action or suit is brought by reason of any breach of this Pledge or any other dispute between the parties concerning this Pledge, then the prevailing party shall be entitled to have and recover from the other party all costs and expenses of suit, including reasonable a...ttorneys' fees. This Pledge shall be governed by and construed and enforced in accordance with the laws of the State of Texas. This Pledge is to be deemed to have been prepared jointly by the parties hereto, and if any inconsistencies or ambiguities exist herein, they shall not be interpreted or construed against either party as the drafter. The parties shall take such actions and execute such documents as each may reasonably request, to carry out the purposes of this Pledge. Any waiver, amendment, discharge, termination, consent or approval of any kind by Lender must be in writing and shall be effective only to the extent set forth in such writing. This Pledge shall inure to the benefit of Lender, its successors and assigns and shall be binding upon Hartman North Belt, Hartman Partnership and their successors and assigns; provided, however, that nothing contained in this paragraph or in this Pledge shall permit any transfer or assignment of this Pledge by Hartman North Belt or Hartman Partnership, or any transfer, sale, assignment, disposal, lien, encumbrance, or security interest of any of Hartman North Belt's or Hartman Partnership's rights or interest in the Property or any part thereof, except as set forth herein. All paragraph headings are inserted for convenience only and shall not be used in any way to modify, limit, construe or otherwise affect this Pledge. View More