Counterparts; Effectiveness; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Party. Until and unless each Party has received a counterpart hereof signed by the other Party, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.
Counterparts; Effectiveness; No Third Party Beneficiaries. (a) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective upon the consummation of the Distribution, provided that at or before such time, each party to this Agreement shall have received a counterpart of this Agreement signed by the other parties. The parties to this Agreement do not intend that any of its provisions will or do confer any rights, benefits, remedies, obligations or liabilities under this Agreement upon any person other than (i) the parties to this Agreement, (ii) other members of the Nabisco Tax Group and (iii) other members of the RJRN Tax Group, together in each case with their respective successors and assigns.
(b) All rights and obligations arising under of this Agreement shall survive until they are fully effectuated or performed. Notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof).
Counterparts; Effectiveness; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts (including by electronic means), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by each other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns except for the D&O Indemnified Parties and their respective heirs and Representatives, which shall be express third-party beneficiaries of, and shall be entitled to enforce Section 9.06 (Indemnification; D&O Insurance).
Counterparts; Effectiveness; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto. Until and unless each Party has received a counterpart hereof signed by the other Party hereto, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The Parties intend to sign and deliver this Agreement by facsimile or other electronic transmission. Each Party agrees that the delivery of this Agreement by facsimile or other electronic transmission shall have the same force and effect as delivery of original signatures and that each Party may use such signatures delivered by facsimile or electronic transmission as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used. No provision of this Agreement is intended to confer any rights, benefits, remedies or Liabilities hereunder upon any Person other than the Parties and their respective successors and permitted assigns.
Counterparts; Effectiveness; No Third Party Beneficiaries. (a) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except as provided in Section 13.07(b), below, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.
(b) Notwithstanding anything in this Agreement to the contrary, the Debt Financing Sources shall be express third party beneficiaries of each proviso set forth in each of Section 11.02(a) and Section 11.02(b) (Indemnification), Section 11.06 (Exclusive Remedy), Section 13.05 (Governing Law), Section 13.06 (Jurisdiction), this Section 13.07 and Section 13.14 (“Xerox” Provisions), the Debt Financing Sources shall be permitted to enforce such provisions as if a direct party hereto and no such provision shall be amended, modified or waived without the express written consent of the Debt Financing Sources.”
(xvii) Article 13 of the AEPA is hereby amended by adding a new Section 13.14 as follows:
Counterparts; Effectiveness; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding any of the foregoing provisions of this Section 13.07 to the contrary, each Financing Source in connection with the Financing is an express third party beneficiary of Sections 13.02(c), 13.06, 13.15 and this Section 13.07 to the extent such sections are applicable to such Financing Source.
Counterparts; Effectiveness; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder or thereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, except: (a) with respect to Section 7.06, any legal counsel representing Seller or any of its Affiliates, including any Purchased Subsidiary, in connection with the Current Representation; (b) each Non-Recourse Party is an intended beneficiary of, and shall have the right to enforce, the provisions set forth in Sections 12.02(d), 13.05(b), 13.06, Section 13.14 and the related definitions thereof; and (c) each Financing Source (regardless of whether the Financing is consummated) is an intended third party beneficiary of, and shall have the right to enforce the provisions set forth in Section 13.14 and this Section 13.07 (and no amendment or modification to such provisions or to this Section 13.07 in any respect adversely affecting the Financing Source or any Financing Source Related Party may be made without the prior written consent of the Financing Source).
Counterparts; Effectiveness; No Third Party Beneficiaries. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Amendment shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except as set forth in Section 11.02 of the Agreement, no provision of this Amendment is intended to confer any rights, benefits, remedies or Liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.
Counterparts; Effectiveness; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” format data file signature page were an original thereof. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.
Counterparts; Effectiveness; No Third Party Beneficiaries. 78 Section 10.10 . Entire Agreement 79 Section 10.11 . Severability 79 Section 10.12 . Specific Performance 79 Section 10.13 . Disclosure Schedules 79 Exhibit A – Certificate of Merger Exhibit B – Terms of R&W Insurance Policy Exhibit C – Form of Resignation Company Disclosure Schedule Schedule I – Allocation Schedule Schedule II – Required Governmental Approvals This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 24, 2018 is made by and among Globalstar, Inc., a Delaware corporation (“Parent”), GBS Acquisitions, Inc., a Delaware corporation and wholly owned Subsidiary (as defined below) of Parent (“Merger Sub”), Thermo Acquisitions, Inc., a Delaware corporation (“Thermo”), the undersigned stockholders of Thermo (collectively, the “Stockholders,” and each, individually, a “Stockholder”) and Thermo Development, Inc., in its capacity as the representative of the Stockholders as set forth herein (the “Stockholders’ Representative”).
