Miscellaneous Provisions Clause Samples

Miscellaneous Provisions. Section 12.01

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. A. This Agreement shall supersede any rules, regulations or practices of the Board which shall be contrary to or inconsistent with its terms. It shall likewise supersede any contrary or inconsistent terms contained in any individual teacher's contract. All future individual teacher's contracts shall be made expressly subject to the terms of this Agreement. B. If any provision of this Agreement or any application of the Agreement to any teacher or group of teachers shall be found contrary to law, then such provision or application shall not be deemed valid, except to the extent permitted by law, but all other provisions or applications shall continue in full force and effect. If the School Code or other law or regulation mandates a change that conflicts with a provision of this Agreement, the parties agree to work cooperatively and bargain to resolve the conflict. C. In contract negotiations, neither party shall have any control over the selection of the negotiating or bargaining representative of the other party. It is recognized that all agreements are tentative until final agreement is completed. It is also recognized that no final agreement between the parties may be executed without ratification by the Board of Education and by the Association, but the parties mutually pledge that representatives selected by each shall be clothed with all necessary power and authority to make proposals, consider proposals, and make concessions in the course of negotiating or bargaining, subject to such ultimate ratification. 1. Either party may caucus at any time. 2. If the parties fail to reach agreement in any such negotiations, either party may invoke the mediation machinery and/or fact-finding machinery of the Michigan Employment Relations Commission. D. Copies of this Agreement titled “Professional Agreement between the ▇▇▇▇▇▇▇▇▇▇ Lake Public Schools and the Association” shall be duplicated at the expense of the Board within thirty (30) days after the Agreement is signed and presented to all teachers of the Association now employed and hereafter employed. Sufficient copies will be furnished to the Association at actual cost of production. E. The Board may, after one week prior notice, or in case of clear emergency, require a teacher to have a physical or mental exam by a licensed physician designated by the Board. The Board shall not be arbitrary or capricious in requiring a teacher to have an examination. The cost of any such examination required by the Board sha...

Miscellaneous Provisions. 13.1 The parties agree that the Licensed Technology is “intellectual property” as defined in 11 U.S.C. §101(56) and that this Agreement is an executory contract that is governed by 11 U.S.C. §365(n) in the event that LICENSOR commences a case under the Bankruptcy Code. In any such case, the parties agree that LICENSEE will retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that LICENSEE will have the right to retain and enforce its rights under this Agreement. 13.2 LICENSOR and LICENSEE each has all necessary corporate power to enter into and perform its obligations under this Agreement and has taken all necessary corporate action under its respective certificates of incorporation and by-laws to authorize the execution and consummation of this Agreement. 13.3 Notwithstanding any other provision of this Agreement to the contrary, LICENSOR shall not be required to grant any additional right with respect to the Licensed Patents or furnish information as to which LICENSOR will incur financial or other liability to a third party, and no information shall be required to be furnished over governmental prohibition or objection. 13.4 The use and disclosure of technical information acquired pursuant to this Agreement and the exercise of the rights granted by this Agreement shall be subject to the export, assets and financial control regulations of the United States of America including restrictions under regulations of the United States that may be applicable to direct or indirect re-exportation of such technical information or of equipment, Licensed Products or services directly produced by use of such technical information. 13.5 No license or right is granted by implication or otherwise with respect to any patent application, patent, trademark or copyright of either Party except as specifically set forth herein. No right is granted by this Agreement to use any registered or unregistered trademark or trade name of either Party to the other Party, and neither Party shall use any registered or unregistered trademark or trade name of the other Party without such Party’s written consent. Notwithstanding the foregoing, each Party is authorized to name the other Party in any filings that may be required with the Securities and Exchange Commission or any other governmental organization. Each Party further agrees that it shall coordinate with the other Party with respect to any press releases it may issue with respect to this Agree...

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. This Amendment shall constitute one of the Loan Documents referred to in the Credit Agreement. Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument. Nothing contained in this Amendment shall be construed to imply a willingness on the part of the Lenders or the Administrative Agent to grant any similar or other future amendment of any of the terms and conditions of the Credit Agreement or the other Loan Documents or shall in any way prejudice, impair or effect any rights or remedies of the Lenders and the Administrative Agent under the Credit Agreement or the other Loan Documents. THIS AMENDMENT SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)). This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart thereof. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Headings or captions used in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. The Borrowers hereby agree to pay to the Administrative Agent on demand all reasonable costs and expenses incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment (including reasonable legal fees and disbursements of the Administrative Agent’s Special Counsel).

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

Miscellaneous Provisions. 1. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 2. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a ...