Counterparts 100 Sample Clauses

Counterparts 100. Section 10.8 Entire Agreement; No Third Party Beneficiaries 100 Section 10.9 Severability 101 Section 10.10 Assignment 101 Section 10.11 Governing Law 101 Section 10.12 Enforcement; Exclusive Jurisdiction 101 Section 10.13 WAIVER OF JURY TRIAL 102 Section 10.14 No Recourse 103 Exhibit A Joinder Agreement Exhibit B Certificate of Incorporation of the Surviving Corporation AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the “Company”), and Xxxxxxxx Broadcast Group, Inc., a Maryland corporation (“Parent”). Parent and the Company and, from and after the time Xxxxxx Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a “Party” and collectively as “Parties”. R E C I T A L S WHEREAS, promptly following the execution of this Agreement (and in any event within one Business Day of the date hereof), Parent will form a new wholly-owned subsidiary of Parent (“Merger Sub”) as a Delaware corporation, and Parent will cause Merger Sub to, and Merger Sub will, execute and deliver a joinder agreement to this Agreement, in the form attached as Exhibit A, and be bound hereunder (the “Joinder Agreement”);
AutoNDA by SimpleDocs
Counterparts 100. Section 16.9 Applicable Law; Forum, Venue and Jurisdiction 100 Section 16.10 Invalidity of Provisions 101 Section 16.11 Consent of Partners 101 Section 16.12 Facsimile Signatures 101 THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LP dated as of May 14, 2014, is entered into by and between PBF Logistics GP LLC, a Delaware limited liability company, as the General Partner, and PBF Energy Company LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Counterparts 100. Section 11.2. Governing Law; Jurisdiction and Forum; Waiver of Jury Trial 100 Section 11.3. Entire Agreement; Third Party Beneficiaries 101 Section 11.4. Expenses 101 Section 11.5. Notices 102 Section 11.6. Successors and Assigns 103 Section 11.7. Headings; Definitions 103 Section 11.8. Amendments and Waivers 103 Section 11.9. Severability 103 Section 11.10. Specific Performance 104 Exhibit AForm of New Alkermes Shareholder’s Agreement THIS BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of May 9, 2011, is by and among Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356) whose registered address is Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx (“Elan”), Antler Science Two Limited, a private limited company incorporated in Ireland (registered number 498284) whose registered address is 00/00 Xxxxx Xxxx Xxxx, Xxxxxx 0, Xxxxxxx and which, immediately prior to the Closing, shall be a wholly owned indirect subsidiary of Elan (“New Alkermes”), Elan Science Four Limited, a private limited company incorporated in Ireland (registered number 476691) whose registered address is Monksland, Athlone Co., Westmeath, Ireland, and which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of New Alkermes (“Holdco”), EDT Pharma Holdings Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is 00/00 Xxxxx Xxxx Xxxx, Xxxxxx 0, Xxxxxxx and which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of Holdco (“Interco”), EDT US Holdco Inc., a Delaware corporation which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of Interco (“U.S. Holdco”), Antler Acquisition Corp., a Pennsylvania corporation and direct wholly owned subsidiary of U.S. Holdco (“Merger Sub”), and Alkermes, Inc., a Pennsylvania corporation (“Alkermes”). Elan, New Alkermes, Holdco, Interco, U.S. Holdco and Merger Sub, collectively, may be referred to herein as the “Elan Parties” and each of them, individually, as an “Elan Party” and, together with Alkermes, the “Parties” and each and any of them individually a “Party”.
Counterparts 100. Applicable Law; Forum; Venue and Jurisdiction; Attorneys’ Fee; Waiver of Trial by Jury 100 Section 16.10 Invalidity of Provisions 101 Section 16.11 Consent of Partners 102 Section 16.12 Facsimile and Email Signatures 102 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP, dated as of January 3, 2018, is entered into by and between CNX MIDSTREAM GP LLC, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
Counterparts 100. Section 16.9 Applicable Law; Forum, Venue and Jurisdiction; Waiver of Trial by Jury 101 Section 16.10 Invalidity of Provisions 102 Section 16.11 Consent of Partners 102 Section 16.12 Facsimile Signatures 102 THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORESIGHT ENERGY LP dated as of June 23, 2014, is entered into by and between Foresight Energy GP LLC, a Delaware limited liability company, as the General Partner, and Foresight Reserves LP, a Delaware limited partnership, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Counterparts 100. Section 16.9 Applicable Law; Forum, Venue and Jurisdiction 100 Section 16.10 Invalidity of Provisions 101 Section 16.11 Consent of Partners 102 Section 16.12 Facsimile and Email Signatures 102 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUXXXXX XARTNERS LP This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUXXXXX XARTNERS LP dated as of August 31, 2015, is entered into by and between Sanchez Produxxxxx Xartners GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AutoNDA by SimpleDocs

Related to Counterparts 100

  • Counterparts, Etc This Agreement or any of the other Financing Agreements may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement or any of the other Financing Agreements by telefacsimile shall have the same force and effect as the delivery of an original executed counterpart of this Agreement or any of such other Financing Agreements. Any party delivering an executed counterpart of any such agreement by telefacsimile shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

  • Counterparts; Fax This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be validly executed by facsimile or other electronic transmission.

  • Counterparts; Faxes This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.

  • Counterparts; Facsimiles This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile copies hereof shall be deemed to be originals.

  • Counterparts; Facsimile This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

  • Counterparts; Delivery This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

  • Counterparts/Telecopy This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

  • Counterparts; Originals The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

  • Counterparts; Amendment This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may not be modified or amended, except by an instrument in writing signed by the party to be bound or as may otherwise be provided for herein.

  • Counterparts; Facsimile Delivery This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!