General Preamble
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MODEL PREAMBLES The tenderer is referred to the "Model Preambles for Trades 2008" for supplementary and comprehensive expansion of descriptions, appropriate provision for which shall be deemed to have been included in all relevant rates Proprietary products shall be used as specified. Substitute products of similar quality and specification may only be used with prior approval by the Principal Agent. The material to be excavated is assumed to be predominantly of a composition that will allow excavation in "earth" as specified, but including a percentage of excavation in "soft rock" and "hard rock". Descriptions of carting away of excavated material shall be deemed to include loading excavated material onto trucks directly from the excavations, or alternatively, from stock piles situated on the building site.
Agreement Preamble Ancillary Agreements Section 4.4(a) Associate Section 8.11 Business Recitals CFC Section 4.17(f) Closing Section 3.1 Closing Date Section 3.1 Code Section 4.17(f) Company Preamble Company Intellectual Property Section 4.8(a) Company Owned Intellectual Property Section 4.8(b) Consideration Shares Section 2.2 Constitutional Documents Section 4.4(a) Conversion Shares Section 2.5 Disclosure Schedule Section 4 Domestic Company Preamble Equity Value of the Company Section 2.3(i) FCPA Section 4.19 HKIAC Section 9.17(b) HK Subsidiary Preamble Indemnitee Section 9.1(a) Indemnifiable Loss Section 9.1(a) Investor Preamble Investor’s Partners Section 8.17(b) Key Employee Section 4.22 Key Holders Preamble Lease Section 4.7(b) Licenses Section 4.8(e) Management Founder Preamble Management Founder Holdco Preamble Market Capitalization of Xunlei Section 2.3(ii) Material Adverse Effect Section 4.1 Material Contract Section 4.9 OFAC Section 4.18(a) OFAC Sanctions Section 4.18(a) OFAC Sanctioned Person Section 4.18(b) Ordinary Shares Section 2.5 Personal Information Section 4.30 PFIC Section 4.17(g) Public Software Section 4.8(g) Purchased Shares Section 2.1 Restriction Period Section 8.11 Restricted Share Agreement Section 6.1(f) SDN List Section 4.18(b) Secretary Section 4.18(a) Series D Investor(s) Recitals Series D Preferred Shares Recitals Series D Special Redemption Section 8.24 Series D Special Redemption Shareholder Section 8.24 Special Redemption Consideration Shares Section 8.24 Special Redemption Price Section 8.24 Subpart F Income Section 8.17(b) Transaction Documents Section 4.4(a) UNCITRAL Rules Section 9.16(b) United States Person Section 4.18(c) WFOE Preamble Xunlei Group Section 8.5(b)
Buyer Preamble Buyer Ancillary Documents 5.1 Buyer Covered Losses 11.3(a) Buyer Fundamental Representations 11.1 Buyer Indemnified Parties 11.2(a) Buyer Portion 6.3(g)(ii) Buyer’s Report 2.3(c) Buyer Tax Returns 6.3(c)(i) Claim Notice 11.3(a) Closing 2.5 Closing Date 2.5 COBRA 4.12(c) Commercial Services Agreement 9.1(g) Company Recitals Company Ancillary Documents 4.1 Company Confidential Information 6.4(b) Company Employee 4.11(a) Company Independent Contractor 4.11(b) Company Plans 4.12(a) Confidential Information 6.4(c) Confidentiality Agreement 6.4 Consent 6.7 Consent Solicitation 6.12(a) Consent Solicitation Documents 6.12(a) Continuing Employee 6.8(b) Covered Matters 12.8(a) Covered Tax Contest 6.3(g) Cure Period 10.2 Data Room 12.10 Dispute Notice 2.3(c) Divisive Merger Recitals D&O Indemnified Persons 6.10(a) D&O Tail Policy 6.10(b) Estimated Closing Balance Sheet 2.3(b) Estimated Closing Cash 2.3(b) Estimated Closing Indebtedness 2.3(b) Estimated Closing Net Working Capital 2.3(b) Estimated Closing Unpaid Transaction Expenses 2.3(b) Estimated Purchase Price 2.3(b) Estimated Purchase Price Components 2.3(b) Estimated Short-Term Operating Lease Amount 2.3(b) Excluded Entity Recitals Excluded Subsidiaries 4.1 Expiration Date 11.1 FCPA 4.14(e) Final Allocation 2.4(a) Final Purchase Price 2.3(d) Financial Statements 4.16(a) Guarantor Recitals Guaranty Recitals Indemnified Party 11.3(a) Indemnifying Party 11.3(a) Insurance Policies 4.13 Interim Financial Statements 4.16(a) Invoice Date 6.8(f) IP License Agreement 9.1(f) Losses 11.2(a) Material Company Contracts 4.8(a) Material Customer 4.21(a) Material Real Property Leases 4.7(b) Material Vendor 4.21(b) Membership Interest Assignment Agreement 9.1(a) Membership Interests Recitals Money Laundering Laws 4.14(f) Non-Covered Tax Contest 6.3(g) Non-Party Affiliates 12.11 Notice Period 11.3(b) Other Real Property Agreements 4.7(c) Payments Schedule 2.2(b) Payoff Letters 2.2(b)(ii) Permits 4.14(a) Pre-Closing Restructuring Transactions Recitals Pre-Closing Tax Refund 6.3(i) Pre-Closing Tax Returns 6.3(b) Preliminary Report 2.3(b) Privacy Laws 4.10(d) Purchase Price 2.2(a) Real Property Interests 4.7(c) Real Property Leases 4.7(b) Related Party 4.19 Required Financial Statements 6.11(a) Replacement Contracts 6.2(d) Replacement Services 6.2(d) Representatives 6.9 Sanctions 4.14(g) Seller Preamble Seller Ancillary Documents 3.1 Shared Contract 6.2(d) Seller Confidential Information 6.4(c) Seller Covered Losses 11.3(a) Seller Fundamental Representations 11.1 Seller Indemnified Parties 11.2(b) Seller Portion 6.3(g)(ii) Sprint Communications Preamble Straddle Period Returns 6.3(c)(i) Solvent 5.7 Supplemental Indentures 6.12(a) Tax Contests 6.3(e) Termination Date 10.1(e) Transfer Taxes 6.3(f) Transition Services Agreement 9.1(e)
PREAMBLES The preambles to this Agreement are a part of the agreement of the parties as set forth in this Agreement and shall be binding upon the parties in accordance with their terms.
PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.
PRELIMINARY RECITALS Executive’s employment with the Company has terminated.
Amendment to Exhibit A Exhibit A to the Agreement is hereby amended, in part, as described by Exhibit A to this First Amendment as of the effective date of this First Amendment.
Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:
Amendment to Exhibit B Exhibit B to the Agreement is hereby deleted in its entirety and replaced by Exhibit B to this First Amendment as of the effective date of this First Amendment.
Introductory Matters (a) The parties have formed the Company pursuant to the provisions of the Act by filing the Articles of Organization with the Secretary of State. (b) The purpose of the Company shall be to own and operate the Property and Improvements as investments and for income-producing purposes, as the successor-in-interest by merger to the Partnership. The Company shall have no other intended purpose nor engage in any other business, except as set forth above, and shall be operated independently of the Phase I Partnership, except to the extent that coordination between the Phase I Project and the Project is determined by the mutual determination of the respective Management Committees of the Company and the Phase I Partnership to be mutually beneficial in connection with their operation. (c) The term of the Company commenced upon the filing of the Articles of Organization for the Company and shall end on December 31, 2035 unless the Company is terminated or dissolved sooner, in accordance with the provisions of this Agreement. (d) The Company shall maintain its principal place of business at 300 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or any other location mutually agreed upon by the Members. (e) The name and address of the Company's agent for service of process is Mxxxxxx Partners, 300 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000.
