Miscellaneous provisions in a contract encompass a variety of clauses that address general or logistical aspects not covered in other sections, ensuring the overall functionality and enforceability of the agreement. These may include clauses related to governing law, dispute resolution, severability, amendments, and any additional terms necessary for the comprehensive operation of the contract.
8. Miscellaneous Provisions: Covers notice requirements, modifications and waivers, indemnification, and other miscellaneous provisions.
Article III MISCELLANEOUS PROVISIONS Section 3.01 Ratification of Indenture. Except as expressly modified or amended hereby, the Indenture continues in full force and effect and is in all respects confirmed and preserved. Section 3.02 Governing Law. This Ninth Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York. This Ninth Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions. Section 3.03 Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Ninth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Ninth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Ninth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. Section 3.04 The Trustee. The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture.
ARTICLE THREE MISCELLANEOUS PROVISIONS Section 301. Ratification of Indenture. The Original Indenture, as supplemented to date, including by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Original Indenture, as supplemented, in the manner and to the extent herein and therein provided. Section 302. Not Responsible for Recitals or Issuance of Accounts. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or of the Accounts. The Trustee shall not be accountable for the use or application by the Company of Accounts or the proceeds thereof.
Section 3.2 Other Miscellaneous Provisions. The provisions contained in Section 11.3, Section 11.5, Sections 11.7 through 11.9 and Sections 11.15 through 11.19 of the Original Business Combination Agreement shall apply mutatis mutandis to this Amendment Agreement and are deemed to be incorporated herein by reference.
ARTICLE 3 MISCELLANEOUS PROVISIONS Section 3.1 Entire Agreement. The Original Business Combination Agreement, as amended by this Amendment Agreement (together with the Disclosure Letters), the NDA and the other Transaction Documents constitute the entire agreement among the parties to the Original Business Combination Agreement, as amended by this Amendment Agreement, relating to the Transactions and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the Transactions (including the Non-Binding Letter between XPAC and the Company, dated as of September 23, 2021). No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between such parties except as expressly set forth in the Transaction Documents.
Miscellaneous Provisions. (a) Amendment. This Addendum may not be modified or amended or any term hereof waived or discharged except in writing signed by the Party against whom such amendment, modification, waiver or discharge is sought to be enforced. (b) Controlling Provisions. This Addendum modifies the Agreement. In the event of any conflict between a provision of the Agreement and this Addendum, the provisions of this Addendum shall control. Except as amended by this Addendum, the Agreement is unmodified and in full force and effect in accordance with its terms. (c) Other. The miscellaneous provisions set forth in the Agreement regarding Confidentiality, Headings, Expenses, Successor and Assigns, Severability, Counterparts, Governing Law; Dispute Resolution, and Attorneys’ Fees are applicable to this Addendum and incorporated herein by reference.
5. The subsection headed Attorneys' Fees; Expenses under the section headed MISCELLANEOUS PROVISIONS is revised by deleting the word "Grantor" each place it appears and inserting in its place the term "Borrower". MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Lender may also recover from Grantor all court, alternative dispute resolution or other collection costs (including, without limitation, fees and charges of collection agencies) actually incurred by Lender. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
ARTICLE THREE MISCELLANEOUS PROVISIONS 3.01 Confirmation of Indenture The Indenture, as amended and supplemented by this Series Supplement, is in all respects confirmed. 3.02 Acceptance of Trusts The Indenture Trustee hereby accepts the trusts in this Series Supplement declared and provided for and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Indenture. 3.03 Counterparts and Formal Date This Series Supplement may be executed in any number of counterparts, and delivered via electronic means (including by way of pdf), each of which so executed and delivered shall be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set forth on the first page of this Series Supplement.
ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Execution; Binding Effect. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. This Agreement shall inure to the benefit of and be binding upon each Sub-Servicer and the Servicer and their respective permitted successors and assigns. Section 6.02. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY CREDIT PARTY IN THE RECEIVABLES AND RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK). Section 6.03. Relationship of Parties. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties. The duties and responsibilities of each Sub-Servicer shall be rendered by it as an independent contractor and not as an agent of the Servicer. Each Sub-Servicer shall have full control of all of its acts, doings, proceedings, relating to or requisite in connection with the discharge of its duties and responsibilities under this Agreement.
ARTICLE II MISCELLANEOUS PROVISIONS Section 2.1 Integral Part. This First Supplemental Indenture constitutes an integral part of the Indenture. Section 2.2 General Definitions. For all purposes of this First Supplemental Indenture: (D) capitalized terms used herein without definition shall have the meanings specified in the Indenture; and (E) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer to this First Supplemental Indenture. Section 2.3 Adoption, Ratification and Confirmation. The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Section 2.4 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. Section 2.5 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 2.6 Concerning the Trustee. Wilmington Trust, National Association is entering into this First Supplemental Indenture solely in its capacity as Trustee under the Indenture in reliance on the Officers’ Certificate and Opinion of Counsel delivered to the Trustee in connection herewith. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same.
3.2 Miscellaneous Provisions. This Third Amendment shall be subject to the miscellaneous provisions contained in Article 13 of the Agreement, which are incorporated by reference herein, in each case, mutatis mutandi.
b)Entire Agreement. Except as may otherwise be provided by these Miscellaneous Provisions, this Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into this Agreement.
6.Miscellaneous Provisions. a)Organization; Authority. Each Party is an entity duly incorporated or formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation with full corporate or limited liability company rights or similar power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their respective obligations hereunder. The execution and delivery hereof and performance by each Party of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action, as applicable. This Agreement has been duly executed by each Party and, when delivered in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Party, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
ARTICLE 3 Miscellaneous Provisions Section 3.1. Fiscal Year. The fiscal year of the Trust shall end on September 30, or such other date as fixed by resolution of the Trustees. Section 3.2. Seal. No official seal of the Trust shall be required to execute any instruments on behalf of the Trust in accordance with Section 3.3. Section 3.3. Execution of Papers. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President, any Vice President, Treasurer, any Assistant Treasurer, Secretary, or any Assistant Secretary, or any officer authorized to do so by the Trustees or any of the foregoing. Section 3.4. Amendments. Except as otherwise specifically provided herein or as required by the 1940 Act or other applicable law, these Bylaws may be amended or repealed, in whole or in part, by majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority. The foregoing Bylaws were adopted by the Board of Trustees effective as of October 26, 2023.
MISCELLANEOUS PROVISIONS Section 4.01 Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by Citibank, N.A., not individually or personally, but solely as Trustee of the Issuer, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Citibank, N.A. but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Citibank, N.A., individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer or any other party in this Agreement, and (e) under no circumstances shall Citibank, N.A. be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this document or any other related documents. (b) The Indenture Trustee shall be entitled to the same protections and indemnities under this Terms Document that it is entitled to under the Indenture. [END OF ARTICLE IV]
“Miscellaneous provisions” refer to sections within a contract or legal document that cover various non-specific but essential terms and conditions. These provisions ensure that the contract is comprehensive and can address situations that are not anticipated in the primary terms of the agreement. They include clauses related to jurisdiction, amendments, severability, and force majeure, among others.
You should use miscellaneous provisions in any contractual agreement where it is important to cover issues that might not strictly relate to the main terms or objectives of the contract but are nonetheless critical for defining the rights and obligations of the parties involved. These provisions help to fill in gaps, provide clarity, protect interests, and reduce potential disputes. They are especially useful in complex agreements where unforeseen circumstances might arise.
To write miscellaneous provisions, ensure clarity, specificity, and relevance to the potential scenarios that may impact the execution or interpretation of the contract. Consider including:
Example:
This Agreement shall be governed by and construed in accordance with the laws of [State], without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts located in [City, State].
Miscellaneous provisions are typically found in a wide variety of contracts including, but not limited to:
These provisions serve as a safety net to handle aspects of the contractual relationship that might not have been specifically addressed elsewhere in the contract.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Modification of Agreement" clause stipulates the conditions and procedures for making changes or amendments to the original contract. It often requires written consent from all parties involved to ensure any modifications are officially recognized and enforceable.
A modification clause outlines the conditions and procedures required to alter the terms of an existing contract. It typically requires mutual consent from all parties involved and may specify that modifications must be made in writing and signed by authorized representatives.
Monetary consideration refers to the financial compensation or payment exchanged between parties within a contract as part of their mutual agreement. It serves as a crucial element to validate a contract and may involve a specified amount agreed upon for services, goods, or other contractual obligations.
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