GENERAL PROVISIONS 27 Sample Clauses

GENERAL PROVISIONS 27. Section 14.01 Entire Agreement; Construction; Corporate Power 27 Section 14.02 Other Agreements 28 Section 14.03 Governing Law 28 Section 14.04 Construction 28 Section 14.05 Performance 28 Section 14.06 Payment Terms 28 Section 14.07 No Admission of Liability 29 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of [ 🌑 ], by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (“Aptiv”) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (“Delphi Technologies”). Aptiv and Delphi Technologies are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
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GENERAL PROVISIONS 27. Section 1. Bulletin Boards 27 Section 2. Visits by Union Representatives 27 Section 3. Solicitation 27
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GENERAL PROVISIONS 27. Section 7.1 Relationship of Parties 27
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GENERAL PROVISIONS 27. Section 7.1 Confidentiality 27 Section 7.2 Expenses 28 Section 7.3 Notices 28 Section 7.4 Interpretation 29 Section 7.5 Entire Agreement; Amendments and Waivers 30 Section 7.6 Governing Law 30 Section 7.7 Submission to Jurisdiction; Consent to Service of Process 30 Section 7.8 Severability 31 Section 7.9 Assignment 31 Section 7.10 Binding Effect; No Third Party Beneficiaries 31 Section 7.11 Specific Performance 31 Section 7.12 Counterparts 32 Section 7.13 Additional Definitions 32 SCHEDULE A Disclosure Letter This PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 3, 2018, by and between XX Xxxxxx Holdings LLC, a Delaware limited liability company (the “Company”), and Honda Motor Co., Ltd., a Japanese company (“Buyer”). Certain capitalized terms have the meanings set forth in Section 7.13.
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GENERAL PROVISIONS 27. Governing Law 27 Section 9.2 Dispute Resolution 27 Section 9.3 Force Majeure 27 Section 9.4 Assignment 27 Section 9.5 Severability 28 Section 9.6 Notices 28 Section 9.7 Construction of Agreement 29 Section 9.8 Headings; Interpretation 29 Section 9.9 Independent Contractors 29 Section 9.10 Performance by Affiliates 29 Section 9.11 Waiver 29 Section 9.12 Counterparts 29 Section 9.13 Expenses 30 Section 9.14 Entire Agreement; Amendments 30 Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Xxxx of Sale Exhibit C Form of Patent Assignment Exhibit D Form of Trademark Assignment Schedule 2.2(b) Purchased IP Schedule 2.2(c) Governmental Approvals Schedule 2.2(d) Technical Information & Records Schedule 3.1 Fully Diluted Capital Stock Calculation Schedule 3.2(a) Specified Sublicensees Schedule 5.6 Purchaser Capitalization This ASSIGNMENT AND ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 20, 2018 (the “Effective Date”), by and between Unicycive Therapeutics, Inc., a Delaware corporation, having a principal place of business at 0000 Xx Xxxxxx Xxxx, Xxxxx #X-00, Xxx Xxxxx, XX 00000 (the “Purchaser”) and Spectrum Pharmaceuticals, Inc., a Delaware corporation, with corporate headquarters at 00000 X. Xxxxxxx Xxx., Xxxxxxxxx, NV 89052 (the “Seller”). The Purchaser and the Seller are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
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GENERAL PROVISIONS 27. Section 1 Identification Cards 27 Section 2 Emergency and/or “Fill-In” Details 27 Section 3 Defense of Actions 28 Section 4 Riots and Conflagrations 28 Section 5 Non-Interferences with Picket Lines 28 Section 6 Relief from Duty 28 Section 7 Off-Duty Personnel Call-Back 29 Section 8 Mechanics 29 Section 9 Correspondence 29 Section 10 Payment of Special Funds 29 Section 11 Housework 29 Section 12 Sick Leave Accruals Upon Retirement 30 Section 13 Vacancies on Apparatus 31 Section 14 Safety Standards for Fire Vehicles 32 Section 15 Officers Assignments 32 Section 16 Veteran’s Time 32 Section 17 Verbal Orders 32 Section 18 Call Back from Off-Duty Status 32 Section 19 33 Section 20 33 Section 1 Office Space 33 Section 2 34 Section 3 Announcements 34 Section 1 Saving Clause 34 Section 2 City Affairs 34 Section 3 Fraternization Policy 35 Section 4 Grievances 35 Section 5 Duration of Agreement 37
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Related to GENERAL PROVISIONS 27

  • General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  • General Provisions as to Payments (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 9.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

  • General Provision (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

  • GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended. 17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103. 22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract. 26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended. 30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI. 33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.

  • General Provisions Applicable to Loans Section 6.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments.

  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans that are Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, in Dollars and otherwise in the manner set forth in clause (a) of this Section 2.16. (g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the next succeeding Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full. (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 9.2 of the Second Amended and Restated Pledge and Security Agreement and the analogous sections of any other Collateral Documents.

  • Other General Provisions 14.2.1 This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that Oracle may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. There are no third-party beneficiaries to this Agreement. 14.2.2 This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. 14.2.3 Oracle’s business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Customer to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracle and are not Oracle’s agents. Oracle is not liable for, bound by, or responsible for any problems with the Services or Customer Data arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as Oracle’s subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as Oracle would be responsible for our resources under this Agreement.

  • Final Provisions Clause 16

  • General Provisions Regarding Accounts (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments.

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