Common use of Micellaneous Clause in Contracts

Micellaneous. 7.1. Amendments to and supplements of the Agreement shall enter into force as of being approved by the parties in a format that can be reproduced in writing. For the sake of clarity, the Agreement cannot be amended or supplemented by the Surety without the Beneficiary’s consent. 7.2. Terms used in the Agreement which begin with capital letters shall have the meaning attributed to those terms in the text of the Agreement (including in the specific terms). 7.3. Notices related to the Agreement shall be formalized in English, at least in the format that can be reproduced in writing and: 7.3.1. sent through the Platform, whereas the notice sent through the Platform shall be deemed to be received on the business day following the day of sending; or 7.3.2. sent by e-mail to the address specified in the Agreement or to the e-mail address stated later by a party to the other parties, whereas the notice sent by e-mail shall be deemed to be received on the business day following the day of sending; or 7.3.3. delivered against a signature or sent by registered mail to the address of the other party. The party shall notify the other party about changes to its contact details within 3 business days at the latest. In case the parties are registered users of the Platform, it is sufficient to notify about changes in the contact details by way of changing the respective details in the Platform and the Security Agent has the right to provide the contact details of the Surety to the lenders of the Secured Loans. 7.4. The Agreement, information regarding its contents and performance, as well as information disclosed between parties pursuant to the Agreement is confidential and shall not be disclosed to third parties by the parties. Each party shall keep the other parties’ business secrets. The confidentiality requirement does not apply to disclosing information to auditors and professional legal advisors of the parties, and to credit and financing institutions, as well as disclosing information to the lenders of the Secured Loans and the Principal Obligor. 7.5. The Agreement shall be governed by the law of the Republic of Estonia. Contradiction of a provision of the Agreement with applicable law shall not influence the validity of the rest of the provisions of the Agreement. The parties shall, by way of mutual agreement, replace the invalid provision by a new, lawful provision, which, in compliance with the law, would be the most similar to the invalid provision in its purpose, regulation and influence, in order to ensure the achievement of the economic interests and main targets of the parties to the maximum extent. 7.6. The parties shall settle disagreements and disputes arising from the performance of the Agreement, above all, by negotiations. In case settling the disagreements by negotiations is not possible, the dispute shall be resolved in court. In case (i) the Surety is a natural person acting within its economic and professional activities, or (ii) the defendant is a person, who has moved to live abroad after the conclusion of the Agreement or whose place of business, place of residence or location is unknown at the time of filing the action, the Harju County Court shall be competent to resolve the disputes. 7.7. The Agreement has been prepared in English and approved by the Surety and the Security Agent in accordance with the procedure established on the Platform.