Counterparts; Entire Agreement; Corporate Sample Clauses

Counterparts; Entire Agreement; Corporate. Power 70 SECTION 11.02. Governing Law 71 SECTION 11.03. Jurisdiction 71 SECTION 11.04. Waiver of Jury Trial 72 SECTION 11.05. Assignability 72 SECTION 11.06. AT&T Restructuring 72 SECTION 11.07. Third Party Beneficiaries 72 SECTION 11.08. Notices 73 SECTION 11.09. Severability 74 SECTION 11.10. Expenses 74 SECTION 11.11. Headings 75 SECTION 11.12. Waivers of Default 75 SECTION 11.13. Specific Performance 75 SECTION 11.14. Amendments 75 Page SECTION 11.15. Late Payments 75 SECTION 11.16. Interpretation 75
Sample 1
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Counterparts; Entire Agreement; Corporate. Power 55 SECTION 11.02. Governing Law; Dispute Resolution; Jurisdiction 55 SECTION 11.03. Assignability 57 SECTION 11.04. Third-Party Beneficiaries 57 SECTION 11.05. Notices 57 SECTION 11.06. Severability 58 SECTION 11.07. Publicity 58 SECTION 11.08. Expenses 59 SECTION 11.09. Headings 59 SECTION 11.10. Survival of Covenants 59 SECTION 11.11. Waivers of Default 59 SECTION 11.12. Specific Performance 59 SECTION 11.13. No Admission of Liability 60 SECTION 11.14. Amendments; Waivers 60 SECTION 11.15. Interpretation 60 SECTION 11.16. Waiver of Jury Trial 60 Schedule I - J&J Retained Assets Schedule II - J&J Retained Liabilities Schedule III - Kenvue Equity Interests Schedule IV - Kenvue Assets Schedule V - Kenvue Business Brands and Product Lines Schedule VI - J&J Business Brands and Product Lines Schedule VII - Kenvue Liabilities Schedule VIII - Shared Contracts Schedule IX - Intercompany Agreements and Intercompany Accounts Schedule X - Kenvue Cash Balance Schedule XI - Kenvue-Managed Actions Schedule XII - J&J-Managed Actions Schedule XIII - Jointly Managed Actions Schedule XIV - Deferred Markets Schedule XV - Specified Environmental Liabilities Schedule XVI - Financial Reporting Schedule XVII - Expenses Exhibit A Form of Registration Rights Agreement Exhibit B Restructuring Step Plan SEPARATION AGREEMENT, dated as of May 3, 2023, by and between XXXXXXX & XXXXXXX, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof. R E C I T A L S WHEREAS J&J, acting through itself and its direct and indirect Subsidiaries, currently conducts the J&J Business and the Kenvue Business; WHEREAS the board of directors of J&J has determined to separate J&J into two independent, publicly traded companies: (a) J&J, which following the Separation will own and conduct, directly and indirectly, the J&J Business, and (b) Kenvue, which following the Separation will own and conduct, directly and indirectly, the Kenvue Business;
Sample 1

Related to Counterparts; Entire Agreement; Corporate

  • Counterparts; Entire Agreement; Corporate Power (a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

  • Counterparts; Entire Agreement (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

  • Entire Agreement; Counterparts This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein. 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 were upon the same instrument.

  • Entire Agreement; Counterparts; Exchanges by Facsimile This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties to the terms and conditions of this Agreement.

  • Entire Agreement; Amendments, Etc This Agreement contains the entire agreement and understanding of the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter thereof. No modification, amendment, waiver or alteration of this Agreement or any provision or term hereof shall in any event be effective unless the same shall be in writing, executed by both parties hereto, and any waiver so given shall be effective only in the specific instance and for the specific purpose for which given.

  • Amendments; Entire Agreement This Agreement may be amended only by written agreement of the parties. This Agreement, together with the Formation and Separation Agreement, supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.

  • Governing Law, Entire Agreement, etc THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Supplement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

  • Governing Law; Entire Agreement The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

  • Entire Agreement; Amendments This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

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