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Article 16 – miscellaneous

16.1 COSTS AND EXPENSES

Except specific agreement, each Party shall bear its own expenses incurred in connection with the negotiation, preparation, execution, and Closing of this Agreement and the transactions provided for hereby.

16.2 NOTICES

All notices or other communications required or permitted by this Agreement shall be effective upon receipt and shall be in writing and delivered personally or by overnight courier, as follows:

If to XXX: If to YYY:

XXX YYY

______________ ______________

______________ ______________

Attention: General Counsel Attention: ____________

or to such other address as hereafter shall be furnished by any Party to the other Party.

16.3 COUNTERPARTS: LANGUAGE

This Agreement is executed in the English language in four (4) counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. This Agreement has been translated into Russia for information purposes. In case of discrepancy between the English and the Russian versions, the Parties agree that the English version shall prevail.

16.4 ENTIRE AGREEMENT

This Agreement and its appendix set forth the entire understanding and agreement between the Parties as to the matters covered herein and supersede and replace any understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto, including, without limitation, the LOI.

16.5 NO THIRD PARTY RIGHTS; ASSIGNMENT

This Agreement is intended to be solely for the benefit of the Parties and is not intended to confer any benefits upon, or create any rights in favor of, any Legal Person other than the Parties and shall not be assignable without the prior written consent of the other Party; provided however, that XXX and YYY may assign all or part of its rights and obligations under this Agreement to one or more Affiliates respectively, without the prior consent of the other.

16.6 WAIVERS AND AMENDMENTS

No modification of or amendment to this Agreement shall be valid unless in writing signed by the Parties referring specifically to this Agreement and stating the Parties’ intention to modify or amend the same. Any waiver of any term or condition of this Agreement must be in writing signed by the Party sought to be charged with such waiver referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this Agreement.

16.8 Severability

In the event that any term or provision of this Agreement shall be held invalid, illegal or incapable of being enforced, all other terms and provisions shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereunder is not affected in any manner materially adverse to any Party. Upon such determination, the Parties shall, if possible, substitute for such invalid provision a valid provision corresponding to the greatest extent possible to the spirit and purpose as originally contemplated.

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