Miscellaneous Vzorová ustanovení

Miscellaneous. 11.1 Except as expressly permitted herein (if at all), the Distributor shall not be entitled to assign license charge or otherwise deal with any of its rights and obligations under this Agreement without the prior written approval of Pathe and notwithstanding any such approval the Distributor shall remain primarily liable to Pathe under this Agreement. Pathe shall be free to assign the benefit of this Agreement to any third party. 11.2 The rights licensed under this Agreement shall be treated as separate and apart from any other rights licensed or to be licensed by Pathe to Distributor. Payments applicable to this Agreement shall therefore be treated as separate and apart from payments due to Pathe by Distributor under any other agreements between Pathe and Distributor, and the payments due under this Agreement shall therefore not be cross-collateralised or set-off against any payments due to Pathe under any other agreements, nor shall claims made by Distributor in relation to any other agreements it may have with Pathe be set-off or cross-collateralised with any payments due to Pathe under this Agreement. 11.3 Nothing in this Agreement shall be deemed to constitute a partnership between the parties and the Distributor shall not hold itself out as the agent of Pathe or the Licensor. 11.4 No waiver by a party of any breach of any of the provisions of this Agreement shall be construed as a continuing waiver or a waiver of any preceding or succeeding breach of the same or any other provision. 11.5 This Agreement constitutes the entire agreement between the parties and supersedes any and all arrangements whether oral or written relating to the Film (including, if entered into, the Memorandum of Agreement between Pathe and the Distributor in respect of the Film, which shall be deemed to be superseded with effect from the date of this Agreement). The Distributor acknowledges that Pathe has not made any warranty or representation in relation to the Film save for those contained within this Agreement and acknowledges that any amendment or variation to this Agreement is required to be in writing and signed by an authorised representative of both parties.

Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of France and the parties hereby submit to the non-exclusive jurisdiction of the French courts or the binding I.F.T.A. arbitration with Forum in Paris at Pathe’s sole election.. Notwithstanding the foregoing, nothing in this Agreement shall prevent, restrict or otherwise restrain Pathé from bringing any action against Distributor in the courts of the Territory and Pathé shall be entitled , especially in case of Distributor default of payment of any amount due as per this Agreement to have recourse to all judicial and common law remedies available in the Territory. (b) All notices or other documents which may be required to be given or delivered hereunder by either party to the other shall be sufficiently given if delivered personally or sent by email or by fax or recorded delivery or registered post addressed to the other at such address as the other may hereafter notify as its address for such service or if none, to the address at the head of this Agreement. Any notice posted in the country of Pathe as above mentioned shall be deemed to have been received five (5) days after the time of posting or at the time of actual receipt if earlier. Any notice sent by fax shall be deemed upon completion of successful transmission to have been received twelve (12) hours after the time of despatch or the commencement of normal business hours on the next working day at its destination if sent outside business hours at such destination. Any notice sent by email shall be deemed to have been received twelve (12) hours after the time it was sent or the commencement of normal business hours on the next working day at its destination if sent outside business hours at such destination. (c) This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. A counterpart signature page of this Agreement executed by a party and sent by facsimile or transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) shall be treated as an original, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. The Agreement is not effective until each party has executed at least one counterpart.

Miscellaneous. 1. The Bank may use any performance designated to be used to pay its receivable for its payment in the order determined in the document headed Rules of Time Order of Payment of Receivables published at the Bank’s Website; the Bank shall be under no obligation to accept a partial performance of a receivable. The Bank may at any time during the term of the Contract change the account for payment of the receivable; the change of that account shall become effective on the day of delivery of the notice of the Bank to the Client, unless the notice provides otherwise. 2. If a Contract that is a mandatorily published agreement under the laws69 has been entered into, the Client shall publish the Contract including its amendments, schedules and parts under the laws and without delay deliver to the Bank the document evidencing that the Contract has been published. 3. For the purposes of generally binding legal regulations70, by signing of the Agreement the Client represents that it carries out banking transactions with value of at least EUR 15.000 or its equivalent in another currency for its own account and with its own funds. Such representation shall be applied to banking transactions initiated in the name of the Client by the Client’s Representatives and the Authorized Persons. In case that funds used by the Client for execution of banking transactions are owned by other person or if banking transaction is executed on the account of the other person, the Client undertakes, before the execution of such banking transaction, to submit to the Bank a written representation of the owner of the funds or the person on the account of which the banking transaction shall be executed. Together with the above-mentioned representation the Client undertakes to submit to the Bank a written consent of the person concerned to the use of its funds and to the execution of the banking transaction on its account. This representation shall be regarded as repeatedly issued and valid during each banking transaction with the Bank in the value of at least EUR 15.000 or its foreign currency equivalent. 4. For the purposes of generally binding legal regulations71, by signing of the Agreement the Client hereby represents that it acts in its own name. In case that the Client is not acting in its own name, the Client is obligated to submit to the Bank within a reasonable time in advance a written representation stating the name, surname, personal identification number, or date of birth, and per...

Miscellaneous. 13.1 Force Majeure. Amgen shall not be liable or deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure was beyond Amgen’s reasonable control (including without limitation strike, lockout or other industrial action, public disorder, riot, revolution, fire, flood, storm, explosion, epidemic, or any act of God, war, warlike hostilities or threat of war, terrorist activities, accidental or malicious damage or any regulation, order, requirements, prohibition or restriction by any government or legal authority which affects this Agreement and which is not in force on the date of this Agreement).

Miscellaneous. 9.1 Either Party’s obligation to fulfill this Agreement is subject to the provision that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions. 9.2 If any provision(s) of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall use their reasonable efforts to substitute the illegal, invalid or unenforceable provision by a legal, valid or enforceable one, approximating as closely as possible the original intent of the Parties. 9.3 Either Party may partly or fully assign this Agreement or single rights and obligations hereunder to its Affiliated entities with prior information of the other Party and - in connection with any type of merger, consolidation, divestiture, dissolution and/or any other type of business combination or business reorganization, including the establishment of joint venture companies and specific purpose companies – to any third party. Otherwise, none of the Parties is entitled to partly or fully assign this Agreement or single rights and obligations hereunder to a third party, without written consent of the other Party. Any assignment made in this context without prior consent of the other Party shall be null and void. 9.4 Subsidiary agreements, amendments and additions must be clearly identified as such and signed by representatives of the Parties who are expressly authorized for this purpose. 9.5 With the exception of termination notices or amendments to this Agreement, any notice under this Agreement may be provided via e-mail, even if this Agreement requires such notice to be “written”, “in writing” or “in written form”. Termination notices or amendments to this Agreement (including any waiver of the written form requirement), as well as the Agreement itself, shall be executed either in writing or by electronic signature, using a software tool for electronic signatures. 9.6 In the event of inconsistency or contradiction between the provisions of this Agreement and the provisions of the EIT Manufacturing Internal Agreement or accession to EIT GA will prevail.

Miscellaneous. None of the clauses of this Agreement may be considered as authorizing Licensee to represent or obligate Licensor to any Agreement or performance of any obligation or to bind Licensor in any manner or otherwise subject the Licensor to any law, regulation, or ordinance or any other liability whatsoever. This Agreement may be amended, modified or integrated in writing only. The English language version of this Agreement shall be the only valid version in respective of whether an Italian or other language version is prepared for convenience of Licensor and/or Licensee or for any other reason. This Agreement sets forth the entire agreement and understanding between Licensor and Licensee pertaining to the Picture(s) and merges all prior discussions between them. Neither Licensor nor Licensee shall be bound by any definition, condition, warranty, or representation other than as expressly stated in this Agreement or as subsequently set forth in writing and executed by a duly authorized officer of the party to be bound thereby.

Miscellaneous. 10.1 The Customer is liable for compliance with all applicable laws and ordinances of export control laws of the Czech Republic or other countries, in particular for having the permits needed in order to export or import the products. Furthermore, the Customer ensures that the products will not be supplied either directly or in directly to countries that prohibit or limit the import of these products. 10.2 The exclusive place of jurisdiction is Hradec Králové, Czech Republic. We are, however, also entitled to file claims against the Customer with the courts having jurisdiction at the Customer’s place of business. 10.3 The contractual relationship shall be governed by Czech law, excluding the rules of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Czech rules of renvoi.

Miscellaneous. 1. Neither party may assign any of its rights or obligations under this Agreement without the other party’s written consent. Sciendo may, however, assign all or any of its rights and obligations hereunder to a company or partnership that is dependent on Sciendo, that controls Sciendo or that is controlled by a company or partnership that controls Sciendo (the relation of dependence or control to be assessed according to the Polish Commercial Companies Code), unless such assignee is insolvent at the time of such assignment. 2. Changes of or supplements to this Agreement shall not be valid unless made in writing. The same rule shall apply to termination of this Agreement and any other notice that this Agreement requires to be given in writing. 3. This Agreement constitutes the full and complete statement of the agreement of the parties with respect to the subject matter hereof and supersedes any previous offers, agreements, understandings or communications, whether written or oral, relating to such subject matter. 4. Unless this Agreement expressly provides otherwise, Sciendo’s liability for its failure to provide the Services in accordance with this Agreement shall only arise where such failure is due to Sciendo’s intentional fault or gross negligence or that of a person for whom Sciendo is liable. 5. If any provision in this Agreement is held to be invalid or unenforceable, that provision shall be, inasmuch as possible, construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability. 6. This Agreement shall be governed by the laws of Poland, and any disputes arising out of this Agreement or related hereto shall be instituted in the Polish courts having jurisdiction over ▇▇▇▇▇▇▇’▇ registered office. 7. The parties’ obligations in respect of personal data protection are set out in Attachment No 1 to this Agreement.

Miscellaneous. 15.1 Licensee shall keep confidential and shall not disclose to any other person or entity other than to its officers and employees, or to its respective lawyers and accountants on a must-know basis, the material terms and provisions of this Agreement except as may be required in connection with judicial or official filings or except as may be required under applicable law. 15.2 Licensee is not entitled to transfer or assign any contractual rights or obligations and/or the entire Agreement to third parties without Licensor’s prior written consent, such consent not unreasonably being withheld. In any case Licensor hereby reserves all rights of offset, counterclaim or any other plea or defence which may have occurred against Licensee hereunder prior to or after such assignment, all of which may be asserted against the new creditor. The provisions of § 354a HGB remain unaffected. 15.3 This Agreement represents the entire understanding on the subject matter of this Agreement and supersedes all prior understandings between the parties hereto relating to the subject matter herein. There are no oral supplements to this Agreement. 15.4 Conclusion, modifications, amendments and cancellation of this Agreement shall be made in writing. This also applies for the cancellation of this provision. “In writing” for purposes of this Agreement shall mean that the parties shall exchange at least a scan of the complete Agreement with handwritten signatures by means of telecommunication. Notwithstanding the foregoing, each party remains entitled to request a hardcopy of the original Agreement with handwritten signatures at any time, even after conclusion of this Agreement.