Micellaneous. (a) This Contract sets forth your and our entire understanding relating to its subject matter. No modification, amendment, waiver, termination or discharge of this Contract or of any its terms shall be binding upon either of us unless confirmed by a document signed by you and by a duly authorized officer of ours. No waiver by you or us of any term of this Contract or of any default hereunder shall affect your or our respective rights thereafter to enforce that term or to exercise any right or remedy in the event of any other default, whether or not similar; (b) We shall not be deemed to be in breach of any of our obligations hereunder unless and until you shall have given us specific written notice by certified or registered mail, return receipt requested, describing in detail the breach and we shall have failed to cure that breach within a reasonable period of time; and (c) Our payment obligations under this Contract are conditioned upon your full and faithful performance of the terms hereof, (d) Wherever your approval or consent is required hereunder, that approval or consent shall not be unreasonably withheld. We may require you to formally give or withhold approval or consent by giving you notice of our request that you do so and by furnishing you with the information or material in respect of which the approval or consent is sought. You shall give us written notice of your approval or disapproval or of your consent or non-consent within five (5) days after our notice is sent and in the event of your disapproval or non-consent your notice shall contain the specific reasons therefor. Your failure to give us notice as aforesaid shall be deemed to be consent or approval, as the case may be, with respect to the matter submitted; (e) Nothing herein contained shall constitute a partnership, joint venture, or fiduciary relationship between you or Artist and us. Except as otherwise expressly provided herein, you and Artist are performing your obligations hereunder as independent contractors. No party hereto shall hold itself out contrary to the terms of this subparagraph 22(e) and neither you or Artist nor we shall become liable for any representation, act or omission of the other contrary to the provisions hereof, (f) This Contract shall not be deemed to give any right or remedy to any third party whatsoever unless that right or remedy is specifically granted by us in writing to that third party; (g) The provisions of any applicable collective bargaining agreement between us and any labor union or guild which are required by the terms of that agreement to be included in this Contract shall be deemed incorporated herein as if those provisions were expressly set forth in this Contract; (h) In the event of any action, suit, or proceeding arising from or based upon this Contract brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its attorneys' fees in connection therewith in addition to the costs of that action, suit, or proceeding; (i) Except as otherwise expressly provided herein all rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy; (j) THIS CONTRACT HAS BEEN ENTERED INTO IN THE COMMONWEALTH OF PENNSYLVANIA AND ITS VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES UNDER PENNSYLVANIA LAW). THE VENUE FOR ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS CONTRACT SHALL BE THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF PHILADELPHIA IN THE COMMONWEALTH OF PENNSYLVANIA. ACCORDINGLY, YOU AND WE AGREE THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS CONTRACT SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATES AND FEDERAL COURTS LOCATED IN THE COUNTY OF PHILADELPHIA 1N THE COMMONWEALTH OF PENNSYLVANIA. IN CONNECTION WITH THE FOREGOING, YOU AND WE EACH AGREE TO SUBMIT TO AND BE BOUND BY THE JURISDICTION OF THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF PHILADELPHIA IN THE COMMONWEALTH OF PENNSYLVANIA; (k) This Contract shall not become effective until signed by all parties hereto (including being countersigned by a duly authorized officer of ours); (1) The paragraph headings herein are solely for the purpose of convenience and shall be disregarded completely in the interpretation of this Contract or any of its terms; (m) We may at any time during the Term obtain, at our cost, insurance on you and/or Artist. We or our designees shall be the sole beneficiary of that insurance and neither you, Artist, nor any person, firm or corporation claiming rights through or from you or Artist shall have any rights in that insurance. You and/or Artist shall submit to such physical examinations and to complete and deliver such forms as we may reasonably require and otherwise to cooperate with us fully for the purpose of enabling us to secure that insurance; (n) Upon our request, you and/or shall render your services at such times and places as we may reasonably designate for the purpose of assisting us in the marketing, advertising and promotion of Phonograph Records hereunder. Among those services are engaging in interviews, participating in press conferences, posing at photography sessions and appearing on television and radio shows. Promptly after your submission to us of invoices or other suitable documentation therefor, we shall pay to you or reimburse you for the reasonable costs of travel and accommodations which are actually paid or incurred by you in connection with such services under this subparagraph 22(n), but you shall not pay or incur any costs or expenses in connection with such services under this subparagraph 22(n) which are to be paid or reimbursed by us unless you and we mutually agree in writing on the nature and extent of those costs and expenses. If we pay or incur any costs in connection with such services pursuant to this subparagraph 22(n) ("Promotional Services Costs"), those Promotional Services Costs shall not be recoupable from royalties earned by you and Artist hereunder. If, however, any third party pays to you or Artist any fee or other consideration for or in connection with your services pursuant to this subparagraph 22(n) (such as, but not limited to, a television appearance fee) and we pay or incur any Promotional Services Costs in connection therewith, then you shall pay to us all such fees and other consideration to the extent of our Promotional Services Costs in connection therewith. If you fail for any reason to pay to us those fees to the extent of our Promotional Services Costs, then, at our election, the amount of all such fees received by you and/or Artist from third parties in connection with rendering services pursuant to this subparagraph 22(n) in an amount equal to our Promotional Services Costs shall be deemed to be advances recoupable from any and all monies payable pursuant to this Contract, (o) Neither you nor Artist shall render any services to or authorize or permit your or Artist's name or likeness or any biographical material concerning you or Artist to be used in any manner by any person, firm or corporation in the advertising, promoting or marketing of blank magnetic recording tape, digital audio tape or any other product or device intended to be sold, whether now known or hereafter developed, which may be used for the fixation of sound alone or sound together with visual images; (p) You acknowledge and agree that you have been represented by independent legal counsel or have had the unrestricted opportunity to be represented by independent legal counsel of your own choice for purposes of advising you in connection with the negotiation and execution of this Contract. Additionally, you acknowledge and agree that either you or your independent legal counsel have had the opportunity to investigate and inquire about all of the relevant facts and circumstances in connection with your entering into and executing this Contract. If you have not been represented by independent legal counsel of your own choice for purposes of advising you in connection with the negotiation and execution of this Contract, you acknowledge and agree that your failure to be represented by independent legal counsel in connection with your negotiation and execution of this Contract was determined solely by you, without any interference by us or any person, firm or corporation related to us; (q) The provisions of the Immigration Reform and Control Act ("IRCA") are mandatory. You agree to complete the Immigration and Naturalization Service Form 1-9 ("Employment Eligibility Verification Form") no later than concurrently with your execution of this Contract. You expressly acknowledge and agree that any and all payments to or on behalf of you under this Contract are conditioned upon your delivery to us of a completed Employment Eligibility Verification Form. This provision shall not in any way modify or alter the fact that you are performing your obligations hereunder as an independent contractor, except as otherwise expressly provided in this Contract; (r) Nothing contained in the Contract or otherwise shall be deemed to authorize or permit you or Artist to pay or incur (and you and Artist shall not pay or incur) any cost or expenses without our prior written consent, which consent we may withhold in our sole discretion; and (s) Unless otherwise specified herein or unless the context otherwise clearly requires, the masculine gender used herein includes the feminine and neuter genders, and the grammatically plural form of any term defined in the singular form hereunder shall also be the plural form of such defined term, and the grammatically singular form of any term defined in the plural form hereunder shall also be the singular form of such defined term.
Appears in 1 contract
Micellaneous. (a) This Contract sets forth your and our entire understanding relating to its subject matter. No modification, amendment, waiver, termination or discharge of this Contract or of any its terms Agreement shall be binding upon either and shall inure to the benefit of us unless confirmed by a document signed by you the parties hereto, their successors and by a duly authorized officer of ours. No waiver by you or us of any term of this Contract or of any default hereunder shall affect your or our respective rights thereafter to enforce assigns; provided, however, that term or to exercise any right or remedy in the event of any other defaultthe assignment or transfer of the interest of Transferee, whether all obligations and liabilities of the Transferee under this Agreement shall terminate, and therefore all such obligations and liabilities shall be the responsibility of the party to whom Transferee’s interest is assigned or transferred; and provided further that the interest of Tenant under this Agreement may not similar;be assigned or transferred except to the extent the assignment of Tenant’s interest in the Lease is permitted under the Lease.
(b) We shall not be deemed Tenant acknowledge that it has notice that the Lease and the rent and all other sums due thereunder have been assigned to be in breach the Lender as part of any of our obligations hereunder unless the security for the note secured by the Mortgage and until you shall have given us specific upon written notice from Lender of a default under the Mortgage, Tenant shall pay its rent and all other sums due under the Lease directly to Lender, and Landlord, by certified or registered mailits execution hereof, return receipt requested, describing in detail the breach and we shall have failed hereby directs Tenants to cure that breach within a reasonable period of time; andmake such payment to Lender.
(c) Our payment obligations under this Contract are conditioned upon your full Tenant acknowledges and faithful performance agrees that it shall not terminate the Lease in the event of a default by Landlord unless Tenant provides Lender written notice and an opportunity to cure as described in Paragraph 4 above. In addition, Tenant agrees that it shall not terminate or cancel the terms Lease by agreement with the Landlord without Lender’s prior written consent, unless such right to terminate or cancel is expressly set forth in the Lease. In the event such right is expressly set forth in the Lease, Tenant shall pay to Lender any and termination fees or other consideration to be paid to Landlord in connection with such termination or cancellation and Landlord, by its execution hereof,, hereby directs Tenant to make such payments or provide such other consideration to Lender.
(d) Wherever your approval Tenant covenants and acknowledges that it has no right or consent is required hereunderoption of any nature whatsoever, that approval whether pursuant to the Lease or consent shall not be unreasonably withheld. We may require you otherwise, to formally give purchase the Property or withhold approval or consent by giving you notice of our request that you do so and by furnishing you with the information or material in respect real property of which the approval Property is a part, or consent is sought. You shall give us written notice of your approval any portion thereof or disapproval or of your consent or non-consent within five (5) days after our notice is sent any interest therein and in the event of your disapproval or non-consent your notice shall contain the specific reasons therefor. Your failure to give us notice as aforesaid shall be deemed to be consent or approval, as the case may be, with respect to the matter submitted;extent that Tenant has had, or hereafter acquires any such right or option, the same is hereby acknowledged to the subject and subordinate to the Mortgage and is hereby waived and released as against Transferee.
(e) Nothing herein contained shall constitute a partnership, joint venture, or fiduciary relationship This Agreement is the whole and only agreement between you or Artist and us. Except as otherwise expressly provided herein, you and Artist are performing your obligations hereunder as independent contractors. No party the parties hereto shall hold itself out contrary with regard to the terms of this subparagraph 22(e) and neither you or Artist nor we shall become liable for any representation, act or omission subordination of the other contrary Lease to the provisions hereof,lien or charge of the Mortgage. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.
(f) This Contract Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless that right or remedy have been made in the state where the Property is specifically granted by us located and the validity, interpretation and enforcement of this Agreement shall be determined in writing to that third party;accordance with the laws of such state.
(g) The provisions of any applicable collective bargaining agreement between us and any labor union or guild which are required by the terms of that agreement to be included in this Contract shall be deemed incorporated herein as if those provisions were expressly set forth in this Contract;
(h) In the event of any action, suitlegal action or proceeding is commenced to interpret or enforce the terms of, or proceeding obligations arising from out of, this Agreement, or based upon this Contract brought by either party hereto against to recover damages for the otherbreach thereof, the party prevailing party in any such action or proceeding shall be entitled to recover from the other its attorneys' fees in connection therewith in addition to non-prevailing party all reasonable attorney’s fees, costs and expenses incurred by the costs of that action, suit, or proceeding;prevailing party.
(ih) Except as otherwise expressly provided herein all rights and remedies herein Any notices or otherwise shall be cumulative and none of them shall be in limitation of any other right communications required or remedy;
(j) THIS CONTRACT HAS BEEN ENTERED INTO IN THE COMMONWEALTH OF PENNSYLVANIA AND ITS VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES UNDER PENNSYLVANIA LAW). THE VENUE FOR ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS CONTRACT SHALL BE THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF PHILADELPHIA IN THE COMMONWEALTH OF PENNSYLVANIA. ACCORDINGLY, YOU AND WE AGREE THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS CONTRACT SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATES AND FEDERAL COURTS LOCATED IN THE COUNTY OF PHILADELPHIA 1N THE COMMONWEALTH OF PENNSYLVANIA. IN CONNECTION WITH THE FOREGOING, YOU AND WE EACH AGREE TO SUBMIT TO AND BE BOUND BY THE JURISDICTION OF THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF PHILADELPHIA IN THE COMMONWEALTH OF PENNSYLVANIA;
(k) This Contract shall not become effective until signed by all parties hereto (including being countersigned by a duly authorized officer of ours);
(1) The paragraph headings herein are solely for the purpose of convenience and shall be disregarded completely in the interpretation of this Contract or any of its terms;
(m) We may at any time during the Term obtain, at our cost, insurance on you and/or Artist. We or our designees shall be the sole beneficiary of that insurance and neither you, Artist, nor any person, firm or corporation claiming rights through or from you or Artist shall have any rights in that insurance. You and/or Artist shall submit to such physical examinations and to complete and deliver such forms as we may reasonably require and otherwise to cooperate with us fully for the purpose of enabling us to secure that insurance;
(n) Upon our request, you and/or shall render your services at such times and places as we may reasonably designate for the purpose of assisting us in the marketing, advertising and promotion of Phonograph Records hereunder. Among those services are engaging in interviews, participating in press conferences, posing at photography sessions and appearing on television and radio shows. Promptly after your submission to us of invoices or other suitable documentation therefor, we shall pay to you or reimburse you for the reasonable costs of travel and accommodations which are actually paid or incurred by you in connection with such services under this subparagraph 22(n), but you shall not pay or incur any costs or expenses in connection with such services under this subparagraph 22(n) which are permitted to be paid given or reimbursed by us unless you and we mutually agree in writing on the nature and extent of those costs and expenses. If we pay or incur any costs in connection with such services pursuant to this subparagraph 22(n) ("Promotional Services Costs"), those Promotional Services Costs shall not be recoupable from royalties earned by you and Artist hereunder. If, however, any third party pays to you or Artist any fee or other consideration for or in connection with your services pursuant to this subparagraph 22(n) (such as, but not limited to, a television appearance fee) and we pay or incur any Promotional Services Costs in connection therewith, then you shall pay to us all such fees and other consideration to the extent of our Promotional Services Costs in connection therewith. If you fail for any reason to pay to us those fees to the extent of our Promotional Services Costs, then, at our election, the amount of all such fees received by you and/or Artist from third parties in connection with rendering services pursuant to this subparagraph 22(n) in an amount equal to our Promotional Services Costs made hereunder shall be deemed to be advances recoupable so given or made when in writing and delivered in person or sent by United States registered or certified mail, postage prepaid, or by nationally recognized overnight courier service, directed to the parties at the following addresses or such other addresses as they may from any and all monies payable pursuant time to this Contract,
(o) Neither you nor Artist shall render any services to time designate in writing: Lender: LENDER Reference Loan No. Tenant: With a copy to: Notices or authorize or permit your or Artist's name or likeness or any biographical material concerning you or Artist to be used in any manner by any person, firm or corporation communications mailed in the advertising, promoting or marketing of blank magnetic recording tape, digital audio tape or any other product or device intended to be sold, whether now known or hereafter developed, which may be used for the fixation of sound alone or sound together with visual images;
(p) You acknowledge and agree that you have been represented by independent legal counsel or have had the unrestricted opportunity to be represented by independent legal counsel of your own choice for purposes of advising you in connection with the negotiation and execution of this Contract. Additionally, you acknowledge and agree that either you or your independent legal counsel have had the opportunity to investigate and inquire about all of the relevant facts and circumstances in connection with your entering into and executing this Contract. If you have not been represented by independent legal counsel of your own choice for purposes of advising you in connection with the negotiation and execution of this Contract, you acknowledge and agree that your failure to be represented by independent legal counsel in connection with your negotiation and execution of this Contract was determined solely by you, without any interference by us or any person, firm or corporation related to us;
(q) The provisions of the Immigration Reform and Control Act ("IRCA") are mandatory. You agree to complete the Immigration and Naturalization Service Form 1-9 ("Employment Eligibility Verification Form") no later than concurrently with your execution of this Contract. You expressly acknowledge and agree that any and all payments to or on behalf of you under this Contract are conditioned upon your delivery to us of a completed Employment Eligibility Verification Form. This provision shall not in any way modify or alter the fact that you are performing your obligations hereunder as an independent contractor, except as otherwise expressly provided in this Contract;
(r) Nothing contained in the Contract or otherwise U.S. mail shall be deemed to authorize be served on the third business day following mailing, notices or permit you communication served by hand or Artist to pay or incur (and you and Artist by overnight courier shall not pay or incur) any cost or expenses without our prior written consent, which consent we may withhold in our sole discretion; andbe deemed served upon receipt.
(si) Unless otherwise specified herein or unless the context otherwise clearly requires, the masculine gender used herein includes the feminine and neuter genders, This document may be signed in counterparts which together shall be deemed to be one and the grammatically plural same document. The signature pages from any such counterpart may be attached to another such counterpart to form one complete set of any term defined in signatures for this document.
(j) The parties hereto represent and warrant that their respective signatories to this Agreement have been duly authorized by the singular form hereunder shall also be the plural form of such defined termTenant, Landlord and the grammatically singular form of any term defined in the plural form hereunder shall also be the singular form of such defined termLender, as applicable.
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Sources: Lease Agreement (Us Dataworks Inc)