COUNTERPARTS AND INTERPRETATIONS Sample Clauses

COUNTERPARTS AND INTERPRETATIONS. 41 11.10 ATTORNEYS' FEES...................................................................41 -iv- INDEX OF SCHEDULES ------------------ Schedule 1.02(d) - Purchase Price Allocation Schedule 3.01 - Shareholders' Ownership Schedule 3.02 - Articles and Bylaws Schedule 3.02(a) - Foreign Qualifications Schedule 3.03 - Conflicts Schedule 3.04 - Seller's Ownership Interest in Another Person Schedule 3.05 - Financial Statements Schedule 3.09 - Real Property Schedule 3.10 - Personal Property Schedule 3.11 - Intellectual Property Schedule 3.12 - Barter and Trade Agreements Schedule 3.14 - Inventory of Seller Schedule 3.16 - Licenses Schedule 3.17 - Benefit Plans Schedule 3.18(a)(i) - Xxxxxx Real Property Contracts Schedule 3.18(a)(ii) - Goshen Real Property Contracts Schedule 3.18(a)(iii) - Personal Property Contracts Schedule 3.18(a)(iv) - Purchase Orders - Non-Capital Assets Schedule 3.18(a)(v) - Purchase Orders - Capital Assets Schedule 3.1(a)(vi) - Sales Contracts Schedule 3.18(a)(vii) - Employment, Other Affiliate Contracts Schedule 3.18(a)(viii)- Powers of Attorney Schedule 3.18(a)(ix) - Intellectual Property Contracts Schedule 3.18(a)(x) - Other Contracts Schedule 3.18(c) - No Default Schedule 3.19 - Employees and Independent Contractors Schedule 3.22 - Advertiser and Customer Lists Schedule 3.23 - Litigation Schedule 3.26 - Environmental Schedule 3.27 - Year 2000 Compliance Schedule 3.29 - Insurance INDEX OF EXHIBITS ----------------- Exhibit 1.03(b) - Form of Escrow Agreement Exhibit 5.13 - List of Employees Exhibit 6.05 - Form of Xxxx of Sale Exhibit 6.06 - Form of Opinion of Counsel to Seller and the Shareholder Exhibit 6.14 - Form of Non-Competition, Non-Solicitation and Confidentiality Agreement Exhibit 7.04 - Form of Assignment and Assumption Agreement Exhibit X - Assumed Contracts ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") dated as of the 28th day of February, 1999, is made and entered into by and among Xxxx Communications Systems, Inc., a Georgia corporation ("Xxxx"), Xxxx Communications of Indiana, Inc., a Georgia corporation ("Purchaser"), News Printing Company, Inc., an Indiana corporation ("Seller"), Xxxx Xxxxxx, an individual residing in Goshen, Indiana ("Xxx. Xxxxxx" or the "Shareholder") and Xxxx Xxxxxx, an individual residing in Goshen, Indiana ("Xx. Xxxxxx") (Xxx. Xxxxxx and Xx. Xxxxxx are sometimes referred to collectively as the "Gemmers").
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COUNTERPARTS AND INTERPRETATIONS. This Agreement may be executed in any number of counterparts, each of which shall be an original; but all of such counterparts shall together constitute one and the same instrument.
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COUNTERPARTS AND INTERPRETATIONS. 15 7.11 Seller's Knowledge................................................. 16 -ii- INDEX OF EXHIBITS AND SCHEDULES -------------------------------
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COUNTERPARTS AND INTERPRETATIONS. This Agreement may be executed in -------------------------------- any number of counterparts, each of which shall be an original; but all of such counterparts shall together constitute one and the same instrument.
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Related to COUNTERPARTS AND INTERPRETATIONS

  • Counterparts; Interpretation This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, and this Agreement contains the sole and entire agreement among the parties with respect to the matters covered hereby. All Schedules hereto shall be deemed a part of this Agreement. This Agreement shall not be altered or amended except by an instrument in writing signed by or on behalf of all of the parties hereto. No ambiguity in any provision hereof shall be construed against a party by reason of the fact it was drafted by such party or its counsel. For purposes of this Agreement: "herein", "hereby", "hereunder", "herewith", "hereafter" and "hereinafter" refer to this Agreement in its entirety, and not to any particular subsection or paragraph. References to "including" means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties hereto any rights or remedies under or by reason of this Agreement.

  • Headings and Interpretation Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

  • Governing Law and Interpretation This Agreement and General Release shall be governed and conformed in accordance with the laws of the State of Connecticut without regard to its conflict of laws provisions. In the event Employee or Employer breaches any provision of this Agreement and General Release, Employee and Employer affirm either may institute an action to specifically enforce any term or terms of this Agreement and General Release. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and should the provision be incapable of being modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect. Nothing herein, however, shall operate to void or nullify any general release language contained in the Agreement and General Release.

  • Interpretation and Amendments The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Participant under this Agreement without his or her consent.

  • Construction and Interpretation Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be more strictly construed against the party that itself, or through its agent, prepared the same, and it is expressly agreed and acknowledged that Company and Executive and each of his and its representatives, legal and otherwise, have participated in the preparation hereof.

  • Defined Terms and Interpretation (a) The capitalized terms used herein which are defined in the Loan Agreement, shall have the respective meanings assigned to them in the Loan Agreement except as otherwise provided herein or unless the context otherwise requires.

  • Certain Interpretations (a) Unless otherwise indicated, all references herein to Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.

  • Definitions and Interpretations The terms "specifically approved at least annually," "vote of a majority of the outstanding voting securities," "assignment," "affiliated person," and "interested person," when used in this Agreement, shall have the respective meanings specified, and shall be construed in a manner consistent with, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, or the Securities Exchange Act of 1934 (collectively, the "Federal Securities Acts") shall be resolved by reference to such term or provision of the Federal Securities Acts and to interpretations thereof, if any, by United States federal courts or, in the absence of any controlling decisions of any such court, by rules or regulations of the Securities and Exchange Commission. Where the effect of a requirement of the Federal Securities Acts reflected in any provision of this Agreement is revised by rule or regulation of the Securities and Exchange Commission, such provisions shall be deemed to incorporate the effect of such rule or regulation.

  • Captions and Interpretation Captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in those captions shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. The language in all parts to this Agreement, in all cases, shall be construed in accordance with the fair meaning of that language as if that language was prepared by all parties and not strictly for or against any party.

  • Definition and Interpretation Within this Agreement, the following terms shall have the following meanings when used in this Agreement, unless otherwise stated or required:

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