Miscellaneous Contract Clauses (41,182)

Miscellaneous. Capitalized terms used but not defined in this Amendment No. 1 shall have the meaning as ascribed to them in the Agreement. Upon execution, this Amendment No. 1 shall be made part of the Agreement and shall be incorporated therein by reference. Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

Miscellaneous. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

Miscellaneous. 4.2 No Rights as Stockholder Until Exercise. 4.3 Notices. 4.4 Amendment and Waiver. 4.5 Governing Law.

Miscellaneous. (a) Except as expressly provided herein, the Credit Agreement shall continue in full force and effect, and the terms and conditions of the Credit Agreement are expressly incorporated herein and ratified and confirmed in all respects. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender under the Loan Documents. (c) This Amendment may be executed by one or more of the parties... to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. (d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (e) The terms of this Amendment shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. View More

Miscellaneous. a.This Letter Agreement may not be amended, supplemented or modified except in writing, duly executed by all of the parties. b.No later than two (2) business days following the execution of this Letter Agreement, (i) the Stockholders shall file with the SEC an amendment to the Schedule 13D in compliance with Section 13 of the Exchange Act, reporting their entry into this Letter Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Letter Agreement as a...n exhibit thereto and (ii) the Company shall file with the SEC a Current Report on Form 8-K, reporting its entry into this Letter Agreement and appending this Letter Agreement. Each party shall provide the other and its respective Representatives with a reasonable opportunity to review such filings prior to it being filed with the SEC and consider in good faith any comments of the other party and its Representatives. c.If any term, provision, covenant or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Letter Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their reasonable best efforts to agree 6 upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction. d.This Letter Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. Each of the parties represents that it has been advised by counsel in connection with its review, execution and delivery of this Letter Agreement. e.This Letter Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware. f.This Letter Agreement may be executed in more than one counterpart. Each such counterpart shall be deemed an original and all counterparts, taken together, shall constitute one and the same instrument. Signatures to this Letter Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature. g.Neither this Letter Agreement nor any rights or obligations hereunder shall be assigned or delegated by any party without the prior written consent of the other party. View More

Miscellaneous. The provisions of Article VIII of the Merger Agreement are incorporated herein by reference and shall apply to this Amendment as if set forth in full herein.

Miscellaneous. No right or interest to, or in, any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude Executive from designating in writing one or more beneficiaries to receive any amount that may be payable after assigning any right hereunder to the person or persons entitled thereto. This Agreement shall be binding upon and shall inure to the benefit of the Executive, his heirs and legal representatives and the Company and its successors.

Miscellaneous. This Warrant shall be construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws or choice of law provisions. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt. The headings in this Warrant are for purposes of convenience of reference only, and shall not be deemed to const...itute a part hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. View More

Miscellaneous. Time is of the essence of this Lease. This Lease contains the entire agreement of Lessor and Lessee and no representations or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. This Lease may not be amended other than in a writing signed by Lessor and Lessee. No failure of Lessor to exercise any power given Lessor hereunder, or to insist upon strict compliance by Lessee of any obligations hereunder, and no custom or practice of the parties at ...variance with the terms hereof shall constitute a waiver of Lessor's right to demand exact compliance with the terms hereof. If any clause or provision of this Lease is illegal, invalid, or unenforceable under applicable present or future laws or regulations effective during the term of this Lease, the remainder of this Lease shall not be affected. In lieu of each clause or provision of this Lease which is illegal, invalid, or unenforceable, there shall be added as part of this Lease a clause or provision as nearly identical as may be possible and as may be legal, valid, and enforceable. This Lease shall be governed by, construed under, and interpreted and enforced in accordance with the laws of the State of Florida. Neither this Lease, nor any memorandum of this Lease or reference hereto, shall be recorded by Lessee without Lessor's consent endorsed hereon. Lessor shall be excused from the performance of its obligations under this Lease for the period of any delay resulting from any cause beyond its reasonable control (not to exceed forty-five (45) consecutive days), including, without limitation, all labor disputes, governmental regulations or controls, fires or other casualties, inability to obtain any material or services, or acts of God. If Lessee executes this Lease as a corporation, partnership or limited liability company, each of the persons executing this Lease on behalf of Lessee does hereby personally represent and warrant that Lessee is a duly authorized and existing corporation, partnership or limited liability company, as the case may be, that Lessee is qualified to do business in the state in which the Premises are located, that the corporation, partnership or limited liability company, as the case may be, has full right and authority to enter into this Lease, and that each person signing on behalf of the corporation, partnership or limited liability company, as the case may be, is authorized to do so. In the event any representation or warranty is false, all persons who execute this Lease shall be liable, individually, as Lessee. The owner of record of the Premises will be the Lessor prior to the commencement of Lessor's construction of the Base Building Condition. If Lessor cannot provide to Lessee reasonable documentation of Lessor's ownership of the Premises within sixty (60) days after the date of this Lease, then Lessee shall have the right, in its sole discretion, by providing written notice to Lessor within ten (10) days after the expiration of such sixty (60)-day period, to terminate this Lease and upon any such termination, (i) Lessor shall return the Letter of Credit and any prepaid rent to Lessee, (ii) Lessor shall reimburse Lessee for any out of pocket expenses incurred by Lessee with respect to this Lease and/or relocating to the Premises, up to a maximum aggregate amount of $100,000.00, and (iii) neither party shall have any further obligations to the other hereunder except those which expressly survive the termination hereof. Notwithstanding the foregoing to the contrary, the foregoing termination right shall be null and void if Lessor acquires fee simple title to the Land prior to the date that Lessee attempts to exercise the foregoing termination option. The person who will be authorized to manage the Premises will be the Manager. Titles or captions of Paragraphs contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. 16 41. Mortgage Approvals. Any provisions of this Lease requiring the approval or consent of Lessor shall not be deemed to have been unreasonably withheld if any mortgagee (which shall include the holder of any deed of trust) of the Premises, the Building or the Land or any portion thereof shall refuse or withhold its approval or consent thereto. Any requirement by Lessor pursuant to this Lease which is imposed pursuant to the direction of any such mortgagee shall be deemed to have been reasonably imposed by Lessor if made in good faith. View More

Miscellaneous. This Second Amendment supersedes all proposals, negotiations, conversations and/or discussions between or among parties relating to the subject matter of this Second Amendment. This Second Amendment shall be integrated in and form part of the Ex-PRC Agreement effective as of the Second Amendment Effective Date. Except for the foregoing modifications, the Ex-PRC Agreement is hereby ratified and confirmed in accordance with its current terms. This Second Amendment may be executed in one or more co...unterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. View More