Counterparts 58 Sample Clauses

Counterparts 58. Section 9.2 Amendments, Changes and Modifications 58 Section 9.3 Payment Procedure 58 Section 9.4 Payments on Business Days 58 Section 9.5 Governing Law; Severability 58 Section 9.6 Notices 59 Section 9.7 Further Assurances and Corrective Instruments 60 Section 9.8 Term of this Agreement 61 Section 9.9 Assignments; Transfers; Third-Parties Rights 61 Section 9.10 Headings 61 Section 9.11 Limitation on Personal Liability 61 Section 9.12 Consent of Freddie Mac 62 Section 9.13 Disclaimer; Acknowledgments 62 Section 9.14 Entire Agreement 62 Section 9.15 Survival of Representation and Warranties 62 Section 9.16 Waiver of Claims 62 Section 9.17 Waivers of Jury Trial 62

Counterparts 58. Governing Law and Venue; Waiver of Jury Trial 58 Section 7.6 Disclosure Letters 59 Section 7.7 Notices 59 Section 7.8 Entire Agreement 60 Section 7.9 No Third-Party Beneficiaries 61 Section 7.10 Obligations of Yankees and Braves 61 Section 7.11 Transfer Taxes 61 Section 7.12 Definitions 61 Section 7.13 Severability 61 Section 7.14 Interpretation; Construction 61 Section 7.15 Assignment 62 Section 7.16 Specific Performance 62 Annex I – Defined Terms Schedule I – Other Antitrust or Competition Law Filings Schedule II – Knowledge of Yankees Schedule III – Knowledge of Braves Schedule IV – Regulatory Approvals AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2012, is by and among NYSE EURONEXT, a Delaware corporation (“Yankees”), INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (“Braves”), and Baseball Merger Sub, LLC, a Delaware limited liability company and a newly formed, wholly owned subsidiary of Braves (“Merger Sub”). Yankees, Braves, and Merger Sub are referred to herein collectively as the “Parties” and individually as a “Party”.