Miscellaneous Provisions Clause Samples

Miscellaneous Provisions. 17.1 All matters relating to the validity, performance, interpretation or construction of this Agreement, or the breach thereof, shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Subcontractor and any surety or Guarantor, if any, hereby submit to the jurisdiction of the courts of the State of New York. The venue of any proceeding brought under this Subcontract shall be Monroe County, New York. 17.2 Upon acceptance of this Agreement by signature, all prior negotiations and communications between the parties, verbal or written, are superseded by and merged in this Agreement and evidence of such negotiations or communications prior to such execution shall be inadmissible to vary the terms hereof. No modification of this Agreement shall be binding unless the same is in writing signed by the Contractor and Subcontractor. 17.3 If Contractor does not insist in any instance upon strict compliance with any of the provisions of this Subcontract, or to exercise any options provided, this shall not be construed as a waiver of its right to thereafter require such compliance or to exercise such option. 17.4 To the best knowledge and belief of the parties, this Subcontract contains no provision that is contrary to federal or state law, ruling or regulation. However, if any provision of this Subcontract shall conflict with any such law, ruling or regulation, then such provision shall continue in effect only to the extent permissible. In the event any provision is thus inoperative, the remaining provisions shall, nevertheless, remain in full force and effect. 17.5 Subcontractor acknowledges and agrees that it has read, understands and has negotiated the terms of this Subcontract. As a result, this Agreement shall not be deemed the product of either Contractor or Subcontractor. Therefore, this Subcontract shall not be enforced or interpreted any more stringently or strictly against either Contractor or Subcontractor. 17.6 Except as otherwise provided herein or in the Prime Contract, no provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to constitute any such person a third party beneficiary of this Agreement or of any one or more of the terms hereof or otherwise give rise to any cause of action in any person not a party hereto. 17.7 If Subcontractor is a corporation or limited liability company, the person signing this Agreement on behalf of Subco...

Miscellaneous Provisions. Section 12.01

Miscellaneous Provisions. A. The Board agrees at all times to try to maintain an adequate list of substitute teachers. Teachers shall be informed of a telephone number they may call, at least one (1) hour before school begins, to report unavailability for work. Once a teacher has reported unavailability, it shall be the responsibility of the Administration to arrange for a substitute teacher. Failure without just cause, to report unavailability for work by the time stated above, will result in the loss of that day's pay. The use of regular teachers as substitute teachers shall be avoided whenever possible. In the event regular teachers covered by this Agreement are used as substitutes on an emergency and voluntary basis, said teacher shall be compensated at a rate of 0.063% per hour. B. This Agreement shall supersede any contrary or inconsistent terms contained in any individual teacher contracts heretofore in effect. All future individual teacher contracts shall be made expressly subject to the terms of this Agreement. The provisions of this Agreement shall be incorporated into and be considered part of the established policies of the Board. C. If any provision of this Agreement or any application of the Agreement to any employee or group of employees shall be found contrary to law, then such provision or application shall not be deemed valid and subsisting except to the extent permitted by law, but all other provisions or applications shall continue in full force and effect. D. Copies of this Agreement shall be duplicated at the expense of the Board and presented to all teachers now employed or hereafter employed by the Board. The Association shall be furnished ten (10) additional copies for its use. E. Teachers participating in School Improvement activities which occur outside of the normal work day shall be allowed compensatory time, documented and signed by the building principal and/or may elect to be paid pursuant to Schedule B. Teachers must elect whether they wish to be paid or use compensatory time, or a combination of pay and compensatory time at the beginning of the school year. Use of said compensatory time shall be scheduled with the approval of the building principal provided substitutes are available to fill in for the absent teacher. School Improvement compensatory time will be decided by each building School Improvement Team since activities in this area vary from building to building. A maximum of thirty six (36) days will be allotted for entire school district. ...

Miscellaneous Provisions. 11.1 Nothing in this Agreement shall create a partnership, joint venture or establish the relationship of principal and agent or any other relationship of similar nature between the parties. In all transactions regarding Materials, Licensee shall assume sole responsibility for any commitments, obligations or representations made by it in connection with the use, manufacture, marketing, promotion, distribution and sale thereof. 11.2 All notices and statements which are required or which may be given under the provisions of this Agreement shall be in writing and shall be hand-delivered or sent by overnight courier or certified or registered mail, postage prepaid, as follows: To Licensor at: Caesars Interactive Entertainment, Inc. [ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -8969 Attention: VP Sports and Entertainment With a copy to: Chief Counsel, Intellectual Property ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -8969 and to Licensee at the address set forth on the signature page of this Agreement. All notices shall be deemed given and made upon receipt by the party to which it was sent. Either party hereto may change its address for notice by written notice to that effect given to the other party in accordance with this Paragraph 11.2. 11.3 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto, pertaining to such subject matter. There are no warranties, representations or agreements, express or implied, between the parties in connection with the subject matter hereof except as may be specifically set forth herein. No amendment, supplement, modification or waiver of this Agreement shall be binding on Licensor unless it is set forth in a written document signed by an authorized officer of Licensor. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in a written document signed by the parties thereto. 11.4 Licensee shall have no right to assign or transfer this Agreement or the licenses granted hereunder in whole or in part. Any attempt by Licensee to assign or transfer this Agreement or the rights granted herein without the written consent of Licensor shall render this Agreement void ab ...

Miscellaneous Provisions. Section 9.01 Successor to the Special Servicer. 52 Section 9.02 Costs. 54 Section 9.03 Protection of Confidential Information. 54 Section 9.04 Notices. 54 Section 9.05 Severability Clause. 56 Section 9.06 No Personal Solicitation. 56 Section 9.07 Counterparts. 56 Section 9.08 Place of Delivery and Governing Law. 57 Section 9.09 Further Agreements. 57 Section 9.10 Intention of the Parties. 57 Section 9.11 Successors and Assigns; Assignment of Special Servicing Agreement. 57 Section 9.12 Assignment by the Seller. 57 Section 9.13 Amendment. 57 Section 9.14 Waivers. 58 Section 9.15 Exhibits. 58 Section 9.16 Intended Third Party Beneficiaries. 58 Section 9.17 General Interpretive Principles. 58 Section 9.18 Reproduction of Documents. 59 EXHIBIT A FORM OF NOTICE OF TRANSFER EXHIBIT B CUSTODIAL ACCOUNT CERTIFICATION NOTICE EXHIBIT C ESCROW ACCOUNT CERTIFICATION NOTICE EXHIBIT D-1 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT D-2 STANDARD MONTHLY DEFAULTED LOAN REPORT EXHIBIT E [SERIES NO.] TRUST AGREEMENT EXHIBIT F RESERVED EXHIBIT G FORM OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER BY THE SPECIAL SERVICER EXHIBIT H FORM OF POWER OF ATTORNEY EXHIBIT I TRANSFER INSTRUCTIONS EXHIBIT J FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE EXHIBIT K TRANSACTION PARTIES EXHIBIT L FORM OF ANNUAL OFFICER’S CERTIFICATE This SPECIAL SERVICING AGREEMENT (this “Agreement”), entered into as of the [___] day of [_______], 200[_], by and among ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., a Delaware corporation (the “Seller”), [SPECIAL SERVICER], a [FORM OF ENTITY] (the “Special Servicer” or “[SPECIAL SERVICER]”) and AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), and acknowledged by [TRUSTEE], as trustee (the “Trustee”) STRUCTURED ASSET SECURITIES CORPORATION, as Depositor (the “Depositor”) under the Trust Agreement (as defined herein), recites and provides as follows:

Miscellaneous Provisions. Section 11.01 Amendment.................................................... Section 11.02

Miscellaneous Provisions. 1. If a claim is made against Member or WPMIC concerning a home, detached garage, commercial building or remodeling project covered by the RWC Warranty Program, Member shall, upon request, assign to WPMIC any rights which it may have against a supplier, manufacturer, subcontractor or other person for work performed or materials supplied in connection with such claim. 2. Whenever timely performance is called for hereunder, the time there for shall be extended to the extent performance is delayed by an event not caused by the conduct of the person obligated to perform. Such events include, but are not limited to, acts of God or the public enemy, war, riot, civil commotion or governmental conduct. 3. If a claim is made against Member or WPMIC concerning a home, detached garage, commercial building or remodeling project covered by the RWC Warranty Program, escrowed monies being held by the Owner of the home, detached garage, commercial building or remodeling project shall be considered separate and apart from and cannot affect the terms of this Agreement or the terms of the Limited Warranty. 4. This Agreement contains the entire understanding of the parties and cannot be altered or amended in any way except by a formal written instrument signed by all of the parties hereto. 5. Should legal action arise between the parties involving this Agreement, the substantially prevailing party shall be reimbursed for reasonable attorney and expert witness fees by the other party. Should any provision of this Agreement be determined by a court of competent jurisdiction to be unenforceable, that determination will not affect the validity of the remaining provisions. 6. Member acknowledges that RWC is an administrator and not a warrantor or insurer. Member agrees to indemnify RWC and hold it harmless from any loss or expense, including attorney fees, if Member should ever claim otherwise. 7. This Agreement shall be interpreted and enforced in accordance with the laws of the state in which Member maintains its principal place of business. 8. This Agreement is not assignable by Member without the prior written consent of RWC. 9. This Agreement is binding on the parties, their heirs, executors, administrators, successors and assigns. 10. All notices required hereunder must be in writing and sent by certified mail, postage prepaid, or other such form of notice deemed acceptable by RWC to the recipient at the respective address shown hereon or to whatever other address the party ...

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncur...

Miscellaneous Provisions. Section 10.01 Amendment.................................................... Section 10.02 Recordation of Agreement; Counterparts....................... Section 10.03