MISCELANEOUS. 15.1 Any amendment to this Agreement shall be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit of the Lenders. 15.2 This Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reason. 15.3 All exhibits to this Agreement, after being initialed by the parties, shall be an integral part hereof. If, however, there is any inconsistency between this Agreement and any of its Exhibits, the provisions of this Agreement shall prevail. 15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partially, this Agreement or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders. 15.5 No provision of this Agreement may be deemed as a waiver or amendment to the any other provision of the Foreign Holdings Guaranty, PR Borrower Guaranty or the Loan Documents. 15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise of any right, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of any such right shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to the parties herein. 15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry of the other provisions hereunder shall not be affected or hindered in any way as a result of such fact. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions. 15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR Borrower’s Pledged Assets and Rights.
Appears in 1 contract
Sources: Loan and Security Agreement (SMART Modular Technologies (DE), Inc.)
MISCELANEOUS. 15.1 Any amendment 17.1 This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Parties and supersedes any previous oral or written agreement between them (which shall be deemed to have been terminated by mutual consent) relating to subject matter hereof .
17.2 If any term, covenant, condition or provision of this Agreement, or their application to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
17.3 Waiver by party of performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit considered a waiver of any other covenant or condition under this Agreement.
17.4 Time is of the Lendersessence in the performance of services under this Agreement.
15.2 This 17.5 The Parties agree that the present business arrangement reflected in this Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reasonon a non exclusive basis.
15.3 All exhibits 17.6 No variation of or supplement to this Agreement, after being initialed or of any of the documents referred to in it, shall be valid unless it is in writing and signed by or on behalf of each of the partiesParties .
17.7 This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an integral part hereof. Iforiginal, however, there is any inconsistency between this Agreement and any of its Exhibitsall the counterparts together shall constitute one and the same instrument.
17.8 Unless otherwise notified in writing by the Seller to the Buyer, the following additional persons can only represent and bind the Seller for the purposes of this Agreement: Full Name: SELLER’S REPRESENTATIVE 1 Passport No/Country: Full Name: SELLER’S REPRESENTATIVE 2 Passport No/Country:
17.9 Unless otherwise notified in writing by the Buyer to the Seller, the following additional persons can only represent and bind the Buyer for the purposes of this Agreement: Passport No/Country: Passport No/Country: Position: Name: Passport No/Country: Date: Authorized Seller’s Signature & Company Stamp Company: EKA GOLD GENERAL TRADING FZC Position: Administrative Manager Name: ▇▇▇▇ ▇▇▇▇▇ Passport No/Country: United Kingdom, XXX, Exp. XX-XXX- XXXX Authorized Buyer’s Signature & Company Stamp EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement shall prevail.
15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partiallyContract. As applicable, this Agreement agreement shall be:- Incorporate U.S. Public Law 106- 229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders.
15.5 No provision of this Agreement may be deemed as a waiver or amendment such other applicable law conforming to the any other provision of UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the Foreign Holdings GuarantyUnited Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, PR Borrower Guaranty or the Loan Documents.
15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise as applicable. Either Party may request hard copy of any rightdocument that has been previously transmitted by electronic means provided however, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of that any such right request shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to in no manner delay the parties herein.
15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry of the other provisions hereunder shall not be affected or hindered in any way as a result of such factfrom performing their respective obligations and duties under EDT instruments. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions.
15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR Borrower’s Pledged Assets and Rights.SHIPMENT N° SHIPPING DATE (DAY/MONTH) QUANTITY OF SHIPMENT (*1) DESTINATION (Free zone) Delivery Quantity Month 2 200 Kg 2nd Month 3 200 Kg 3rd Month 4 200 Kg 4th Month 5 200 Kg 5th Month 6 200 Kg 6th Month 7 200 Kg 7th Month 8 200 Kg 8th Month 9 200 Kg 9th Month 10 200 Kg 10thMonth 11 200 Kg 11th Month 12 200 Kg 12th Month Total Quantity 2400 KG Rolls& Ext *1 +/-5% (Plus / Minus Five Per Cent) END OF PAGE
Appears in 1 contract
Sources: Sale and Purchase Agreement
MISCELANEOUS. 15.1 Any amendment 17.1 This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Parties and supersedes any previous oral or written agreement between them (which shall be deemed to have been terminated by mutual consent) relating to subject matter hereof .
17.2 If any term, covenant, condition or provision of this Agreement, or their application to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
17.3 Waiver by party of performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit considered a waiver of any other covenant or condition under this Agreement.
17.4 Time is of the Lendersessence in the performance of services under this Agreement.
15.2 This 17.5 The Parties agree that the present business arrangement reflected in this Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reasonon a non exclusive basis.
15.3 All exhibits 17.6 No variation of or supplement to this Agreement, after being initialed or of any of the documents referred to in it, shall be valid unless it is in writing and signed by or on behalf of each of the partiesParties .
17.7 This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an integral part hereof. Iforiginal, however, there is any inconsistency between this Agreement and any of its Exhibitsall the counterparts together shall constitute one and the same instrument.
17.8 Unless otherwise notified in writing by the Seller to the Buyer, the following additional persons can only represent and bind the Seller for the purposes of this Agreement: Full Name: SELLER'S REPRESENTATIVE 1 Passport No/Country: XXXXXXXX / Canada Full Name: SELLER'S REPRESENTATIVE 2 Passport No/Country: XXXXXXXX / Hellenic Republic (Greece) Full Name: SELLER'S REPRESENTATIVE 3 Passport No/Country: XXXXXXXX / Romania
17.9 Unless otherwise notified in writing by the Buyer to the Seller, the following additional persons can only represent and bind the Buyer for the purposes of this Agreement: Full Name: BUYER’S REPRESENTATIVE 1 Passport No/Country: _______________________ Full Name: BUYER’S REPRESENTATIVE 2 Passport No/Country: _______________________ Company: A GOLD GENERAL TRADING FZC Position: Administrative Manager Name: ▇▇▇▇ XXXXXXXX Passport No/Country: XXXXXXXX / Canada Date: ______________________________________ Authorized Seller’s Signature & Company Stamp Company: Position: Name: Passport No/Country: Date: ______________________________________ Authorized Buyer’s Signature & Company Stamp EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement shall prevail.
15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partiallyContract. As applicable, this Agreement agreement shall be:- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders.
15.5 No provision of this Agreement may be deemed as a waiver or amendment such other applicable law conforming to the any other provision of UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the Foreign Holdings GuarantyUnited Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, PR Borrower Guaranty or the Loan Documents.
15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise as applicable. Either Party may request hard copy of any rightdocument that has been previously transmitted by electronic means provided however, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of that any such right request shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to in no manner delay the parties herein.
15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry of the other provisions hereunder shall not be affected or hindered in any way as a result of such factfrom performing their respective obligations and duties under EDT instruments. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions.
15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR BorrowerSeller’s Pledged Assets and Rights.Passport Colour Copy Buyer’s Passport Colour Copy SHIPMENT N° SHIPPING DATE (MONTH) QUANTITY OF SHIPMENT (*1) DESTINATION 1 MMM 201X XXXkg DUBAI 2 MMM 201X XXXkg DUBAI 3 MMM 201X XXXkg DUBAI *1 +/-5% (Plus / Minus Five Per Cent) END OF PAGE
Appears in 1 contract
Sources: Sale and Purchase Agreement
MISCELANEOUS. 15.1 Any amendment to this Agreement shall be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit of the Lenders.
15.2 This Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reason.
15.3 All exhibits to this Agreement, after being initialed by the parties, shall be an integral part hereof. If, however, there is any inconsistency between this Agreement and any of its Exhibits, the provisions of this Agreement shall prevail.
15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partially, this Agreement or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders.
15.5 No provision of this Agreement may be deemed as a waiver or amendment to the any other provision of the Foreign Holdings Guaranty, the PR Borrower Guaranty Guaranty, the Loan Documents or the Loan DocumentsModular Brazil Pledge Agreement.
15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise of any right, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of any such right shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to the parties herein.
15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry enforceability of the other provisions hereunder shall not be affected or hindered in any way as a result of such fact. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions.
15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee pledgee, for the benefit of the Lenders, under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR Borrower’s Pledged Assets and Rights.
Appears in 1 contract
Sources: Loan and Security Agreement (SMART Modular Technologies (DE), Inc.)
MISCELANEOUS. 15.1 Any amendment 17.1 This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Parties and supersedes any previous oral or written agreement between them (which shall be deemed to have been terminated by mutual consent) relating to subject matter hereof .
17.2 If any term, covenant, condition or provision of this Agreement, or their application to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
17.3 Waiver by party of performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit considered a waiver of any other covenant or condition under this Agreement.
17.4 Time is of the Lendersessence in the performance of services under this Agreement.
15.2 This 17.5 The Parties agree that the present business arrangement reflected in this Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reasonon a non exclusive basis.
15.3 All exhibits 17.6 No variation of or supplement to this Agreement, after being initialed or of any of the documents referred to in it, shall be valid unless it is in writing and signed by or on behalf of each of the partiesParties .
17.7 This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an integral part hereof. Iforiginal, however, there is any inconsistency between this Agreement and any of its Exhibitsall the counterparts together shall constitute one and the same instrument.
17.8 Unless otherwise notified in writing by the Seller to the Buyer, the following additional persons can only represent and bind the Seller for the purposes of this Agreement: Full Name: SELLER’S REPRESENTATIVE 1 Passport No/Country: _______________________ Full Name: SELLER’S REPRESENTATIVE 2 Passport No/Country: _______________________
17.9 Unless otherwise notified in writing by the Buyer to the Seller, the following additional persons can only represent and bind the Buyer for the purposes of this Agreement: Full Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Eid Madkor Passport No/Country: ▇▇▇▇▇▇▇▇▇ / Arab Republic of Egypt Full Name: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Passport No/Country: 009-10-L028194 / Syrian Arab Republic Company: Position: Name: Passport No/Country: Date: ______________________________________ Authorized Seller’s Signature & Company Stamp Company: A GOLD GENERAL TRADING FZC Position: Administrative Manager Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Passport No/Country: Canada, XXX, Exp. XX-XXX-XXXX Date: Monday, 08 January 2018 ______________________________________ Authorized Buyer’s Signature & Company Stamp EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement shall prevail.
15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partiallyContract. As applicable, this Agreement agreement shall be:- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders.
15.5 No provision of this Agreement may be deemed as a waiver or amendment such other applicable law conforming to the any other provision of UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the Foreign Holdings GuarantyUnited Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, PR Borrower Guaranty or the Loan Documents.
15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise as applicable. Either Party may request hard copy of any rightdocument that has been previously transmitted by electronic means provided however, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of that any such right request shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to in no manner delay the parties herein.
15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry from performing their respective obligations and duties under EDT instruments. Seller’s Certificate of the other provisions hereunder shall not be affected or hindered in any way as a result of such fact. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions.
15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR BorrowerIncorporation Buyer’s Pledged Assets and Rights.Passport Colour Copy Buyer’s License ANNEX A SHIPMENT N° SHIPPING DATE (DAY/MONTH) QUANTITY OF SHIPMENT (*1) DESTINATION (Free zone) 3 200 Kg 3rd Month 4 200 Kg 4th Month 5 200 Kg 5th Month 6 200 Kg 6th Month 7 200 Kg 7th Month 8 200 Kg 8th Month 9 200 Kg 9th Month 10 200 Kg 10thMonth 11 200 Kg 11th Month 12 200 Kg 12th Month *1 +/-5% (Plus / Minus Five Per Cent) END OF PAGE
Appears in 1 contract
Sources: Sale and Purchase Agreement
MISCELANEOUS. 15.1 Any amendment 17.1 This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Parties and supersedes any previous oral or written agreement between them (which shall be deemed to have been terminated by mutual consent) relating to subject matter hereof .
17.2 If any term, covenant, condition or provision of this Agreement, or their application to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
17.3 Waiver by party of performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit considered a waiver of any other covenant or condition under this Agreement.
17.4 Time is of the Lendersessence in the performance of services under this Agreement.
15.2 This 17.5 The Parties agree that the present business arrangement reflected in this Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reasonon a non exclusive basis.
15.3 All exhibits 17.6 No variation of or supplement to this Agreement, after being initialed or of any of the documents referred to in it, shall be valid unless it is in writing and signed by or on behalf of each of the partiesParties .
17.7 This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an integral part hereof. Iforiginal, however, there is any inconsistency between this Agreement and any of its Exhibitsall the counterparts together shall constitute one and the same instrument.
17.8 Unless otherwise notified in writing by the Seller to the Buyer, the following additional persons can only represent and bind the Seller for the purposes of this Agreement: Full Name: SELLER’S REPRESENTATIVE 1 Passport No/Country: _______________________ Full Name: SELLER’S REPRESENTATIVE 2 Passport No/Country: _______________________
17.9 Unless otherwise notified in writing by the Buyer to the Seller, the following additional persons can only represent and bind the Buyer for the purposes of this Agreement: Full Name: Passport No/Country: Full Name: Passport No/Country: Company: Position: Name: Passport No/Country: Date: ______________________________________ Authorized Seller’s Signature & Company Stamp Company: EKA GOLD GENERAL TRADING FZC Position: Administrative Manager Name: ▇▇▇▇ ▇▇▇▇▇ Passport No/Country: United Kingdom, XXX, Exp. XX-XXX-XXXX ______________________________________ Authorized Buyer’s Signature & Company Stamp EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement shall prevail.
15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partiallyContract. As applicable, this Agreement agreement shall be:- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders.
15.5 No provision of this Agreement may be deemed as a waiver or amendment such other applicable law conforming to the any other provision of UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the Foreign Holdings GuarantyUnited Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, PR Borrower Guaranty or the Loan Documents.
15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise as applicable. Either Party may request hard copy of any rightdocument that has been previously transmitted by electronic means provided however, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of that any such right request shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to in no manner delay the parties herein.
15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry from performing their respective obligations and duties under EDT instruments. Seller’s Certificate of the other provisions hereunder shall not be affected or hindered in any way as a result of such fact. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions.
15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR BorrowerIncorporation Buyer’s Pledged Assets and Rights.Passport Colour Copy Buyer’s License ANNEX A SHIPMENT N° SHIPPING DATE (DAY/MONTH) QUANTITY OF SHIPMENT (*1) DESTINATION (Free zone) 3 200 Kg 3rd Month 4 200 Kg 4th Month 5 200 Kg 5th Month 6 200 Kg 6th Month 7 200 Kg 7th Month 8 200 Kg 8th Month 9 200 Kg 9th Month 10 200 Kg 10thMonth 11 200 Kg 11th Month 12 200 Kg 12th Month *1 +/-5% (Plus / Minus Five Per Cent) END OF PAGE
Appears in 1 contract
Sources: Sale and Purchase Agreement
MISCELANEOUS. 15.1 Any amendment 17.1 This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Parties and supersedes any previous oral or written agreement between them (which shall be deemed to have been terminated by mutual consent) relating to subject matter hereof .
17.2 If any term, covenant, condition or provision of this Agreement, or their application to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
17.3 Waiver by party of performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be made in writing and shall be executed by each Pledgor and the Agent, acting for the benefit considered a waiver of any other covenant or condition under this Agreement.
17.4 Time is of the Lendersessence in the performance of services under this Agreement.
15.2 This 17.5 The Parties agree that the present business arrangement reflected in this Agreement is irrevocable and shall oblige the parties and inure to the benefit of their relevant successors and assignees for any reasonon a non exclusive basis.
15.3 All exhibits 17.6 No variation of or supplement to this Agreement, after being initialed or of any of the documents referred to in it, shall be valid unless it is in writing and signed by or on behalf of each of the partiesParties .
17.7 This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an integral part hereof. Iforiginal, however, there is any inconsistency between this Agreement and any of its Exhibitsall the counterparts together shall constitute one and the same instrument.
17.8 Unless otherwise notified in writing by the Seller to the Buyer, the following additional persons can only represent and bind the Seller for the purposes of this Agreement: Full Name: SELLER’S REPRESENTATIVE 1 Passport No/Country: Full Name: SELLER’S REPRESENTATIVE 2 Passport No/Country:
17.9 Unless otherwise notified in writing by the Buyer to the Seller, the following additional persons can only represent and bind the Buyer for the purposes of this Agreement: Passport No/Country: Passport No/Country: Position: Name: Passport No/Country: Date: Authorized Seller’s Signature & Company Stamp Company: DKE GOLD GENERAL TRADING FZC Position: Administrative Manager Name: ▇▇▇▇▇ ▇▇▇▇▇ Passport No/Country: United Kingdom, XXX, Exp. XX-XXX- XXXX Authorized Buyer’s Signature & Company Stamp EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement shall prevail.
15.4 Except as permitted under the Loan Agreement, the Pledgors shall not assign or transfer, in full or partiallyContract. As applicable, this Agreement agreement shall be:- Incorporate U.S. Public Law 106- 229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or any obligation hereunder without the prior written consent of the Agent, acting for the benefit of the Lenders, or the Lenders.
15.5 No provision of this Agreement may be deemed as a waiver or amendment such other applicable law conforming to the any other provision of UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the Foreign Holdings GuarantyUnited Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, PR Borrower Guaranty or the Loan Documents.
15.6 The parties acknowledge that (a) the partial exercise or non-exercise, the extension of terms, the tolerance or omission in respect of the exercise as applicable. Either Party may request hard copy of any rightdocument that has been previously transmitted by electronic means provided however, power or privilege granted to any party hereto and/or by law shall not constitute novation, relinquishing or waiver of such right, power or privilege, nor shall it prevent their exercise, and (b) the relinquishing or waiver of that any such right request shall be interpreted restrictively and shall not be deemed as the relinquishing or waiver of any other right granted to in no manner delay the parties herein.
15.7 If one or more provisions contained in this Agreement shall be deemed invalid, illegal or unenforceable in any aspect whatsoever, the validity, legality or enforceabiliry of the other provisions hereunder shall not be affected or hindered in any way as a result of such factfrom performing their respective obligations and duties under EDT instruments. The parties shall negotiate in good faith the replacement of any invalid, illegal or unenforceable provisions by valid provisions, the effect of which come as close as possible to the operational and economic effects of the invalid, illegal or unenforceable provisions.
15.8 Notwithstanding anything herein to the contrary, in the event of any inconsistency between this Agreement and the Loan Agreement, the applicable provisions of this Agreement shall prevail as to the creation, perfection and priority of the security interests created hereunder and the remedies available to the Pledgee under Brazilian law in respect of the Foreign Holdings’ Pledged Assets and Rights and the PR Borrower’s Pledged Assets and Rights.SHIPMENT N° SHIPPING DATE (DAY/MONTH) QUANTITY OF SHIPMENT (*1) DESTINATION (Free zone) Delivery Quantity Month 2 200 Kg 2nd Month 3 200 Kg 3rd Month 4 200 Kg 4th Month 5 200 Kg 5th Month 6 200 Kg 6th Month 7 200 Kg 7th Month 8 200 Kg 8th Month 9 200 Kg 9th Month 10 200 Kg 10thMonth 11 200 Kg 11th Month 12 200 Kg 12th Month Total Quantity 2400 KG Rolls& Ext *1 +/-5% (Plus / Minus Five Per Cent) END OF PAGE
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Sources: Sale and Purchase Agreement