GENERAL PROVISIONS 62 Clause Samples
The "General Provisions 62" clause serves as a catch-all section that outlines miscellaneous terms and conditions applicable to the overall agreement. Typically, such a clause may address topics like governing law, dispute resolution, notice requirements, or the interpretation of contract terms, ensuring that any issues not specifically covered elsewhere in the contract are still governed by clear rules. Its core practical function is to provide comprehensive coverage for standard legal and administrative matters, thereby reducing ambiguity and minimizing the risk of disputes over procedural or interpretive issues.
GENERAL PROVISIONS 62. Section 9.1 Non-Survival of Representations, Warranties and Agreements 62 Section 9.2 Notices 62 Section 9.3 Interpretation: Certain Definitions 63 Section 9.4 Severability 64 Section 9.5 Assignment 64 Section 9.6 Entire Agreement; No Third-Party Beneficiaries 64 Section 9.7 Governing Law 65 Section 9.8 Specific Performance 65 Section 9.9 Consent to Jurisdiction 65 Section 9.10 Counterparts 66 Section 9.11 WAIVER OF JURY TRIAL 66 THIS AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2010 (this “Agreement”), is made by and among Protection Holdings, LLC, a Delaware limited liability company (“Parent”), Protection Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”), and Protection One, Inc., a Delaware corporation (the “Company”).
GENERAL PROVISIONS 62. Section 9.1. Non-Survival of Representations, Warranties, Covenants and Agreements 62 Section 9.2. Notices 62 Section 9.3. Certain Definitions 64 Section 9.4. Severability 79 Section 9.5. Assignment 79 Section 9.6. Entire Agreement; Third-Party Beneficiaries 79 Section 9.7. Governing Law 80 Section 9.8. Headings 80 Section 9.9. Counterparts 80 Section 9.10. Performance Guaranty 80 Section 9.11. Jurisdiction; Waiver of Jury Trial 80 Section 9.12. Service of Process 81 Section 9.13. Remedies 81 Section 9.14. Cooperation 81 Section 9.15. Specific Performance 81 Section 9.16. Interpretation 82 Annex I Conditions to the Offer Annex II Certificate of Incorporation of the Surviving Corporation ▇▇▇▇▇ ▇▇▇ Bylaws of the Surviving Corporation ▇▇▇▇▇ ▇▇ Contingent Value Rights Agreement AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2022 (this “Agreement”), among ▇▇▇ ▇▇▇▇▇ and Company, an Indiana corporation (“Parent”), Kearny Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Akouos, Inc., a Delaware corporation (the “Company”).
GENERAL PROVISIONS 62. Section 8.1 Amendments 62 Section 8.2 Termination Fee 63 Section 8.3 Acknowledgement 64 Section 8.4 Expenses 64 Section 8.5 Notices 65 Section 8.6 Time of the Essence 66 Section 8.7 Further Assurances 66 Section 8.8 Specific Performance 66 Section 8.9 Third Party Beneficiaries 67 Section 8.10 Waiver 67 Section 8.11 Entire Agreement 67 Section 8.12 Successors and Assigns 67 Section 8.13 Severability 68 Section 8.14 Governing Law 68 Section 8.15 Rules of Construction 68 Section 8.16 No Liability 68 Section 8.17 Privacy Covenant 68 Section 8.18 Counterparts 69 Section 8.19 Financing Provisions 70 Schedule A Plan of Arrangement Schedule B Arrangement Resolution Schedule C Representations and Warranties of the Company Schedule D Representations and Warranties of the Purchaser Schedule E Key Regulatory Approvals Schedule F Form of D&O Support and Voting Agreement THIS AGREEMENT is made as of August 2, 2022, 13548597 Canada Inc., a corporation existing under the laws of Canada. - and - Semtech Corporation, a corporation existing under the laws of the State of Delaware. - and - Sierra Wireless, Inc., a corporation existing under the laws of Canada.
GENERAL PROVISIONS 62. 8.1 Non-Survival of Representations and Warranties 63 8.2 Fees and Expenses 63 8.3 Notices 63 8.4 Certain Definitions 64 8.5 Terms Defined Elsewhere 70 8.6 Headings 74 8.7 Severability 74 8.8 Entire Agreement 74 8.9 Assignment 75 8.10 Parties in Interest 75 8.11 Mutual Drafting; Interpretation 75
GENERAL PROVISIONS 62. Section 10.1 Amendment and Modification 62 Section 10.2 Extension 62 Section 10.3 Waiver 62 Section 10.4 Notices 63 Section 10.5 Interpretation 64 Section 10.6 Disclosure Schedules 64 Section 10.7 Sellers' Representative 65 Section 10.8 Entire Agreement 66 Section 10.9 Certain Third-Party Beneficiaries 66 Section 10.10 Governing Law 66 Section 10.11 Submission to Jurisdiction; Waivers 66 Section 10.12 Assignment; Successors 67 Section 10.13 Specific Performance 67 Section 10.14 No Recourse to Lenders 68 Section 10.15 Severability 68 Section 10.16 Waiver of Jury Trial 68 Section 10.17 Counterparts 68 Section 10.18 No Presumption Against Drafting Party 68
GENERAL PROVISIONS 62. Section 10.1 Amendment and Modification 62 Section 10.2 Extension 62 Section 10.3 Waiver 62 Section 10.4 Notices 63 Section 10.5 Interpretation 64 Section 10.6 Disclosure Schedules 64 Section 10.7 Sellers' Representative 65 Section 10.8 Entire Agreement 66 Section 10.9 Certain Third-Party Beneficiaries 66 Section 10.10 Governing Law 66 Section 10.11 Submission to Jurisdiction; Waivers 66 Section 10.12 Assignment; Successors 67 Section 10.13 Specific Performance 67 Section 10.14 No Recourse to Lenders 68 Section 10.15 Severability 68 Section 10.16 Waiver of Jury Trial 68 Section 10.17 Counterparts 68 Section 10.18 No Presumption Against Drafting Party 68 This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2013, is entered into by and among IHS Inc., a Delaware corporation (“Buyer”), ▇. ▇. ▇▇▇▇ & Co., a Delaware corporation (the “Company”), and the Persons identified as Sellers on the signature pages hereto (each individually a “Seller” and collectively, the “Sellers”).
GENERAL PROVISIONS 62. 8.1 Non-Survival of Representations and Warranties 63 8.2 Fees and Expenses 63 8.3 Notices 63 8.4 Certain Definitions 64 8.5 Terms Defined Elsewhere 70 8.6 Headings 74 8.7 Severability 74 8.8 Entire Agreement 75 8.9 Assignment 75 8.10 Parties in Interest 75 8.11 Mutual Drafting; Interpretation 75 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 75 8.13 Counterparts 76 8.14 Specific Performance 76 ANNEX I Conditions to the Offer AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2008 (this “Agreement”), by and among E▇▇ L▇▇▇▇ and Company, an Indiana corporation (“Parent”), Alaska Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and ImClone Systems Incorporated, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
GENERAL PROVISIONS 62. Section 8.1 Amendments 62 Section 8.2 Termination Fee 63 Section 8.3 Acknowledgement 64 Section 8.4 Expenses 64 Section 8.5 Notices 65 Section 8.6 Time of the Essence 66 Section 8.7 Further Assurances 66 Section 8.8 Specific Performance 66 Section 8.9 Third Party Beneficiaries 67 Section 8.10 Waiver 67 Section 8.11 Entire Agreement 67 Section 8.12 Successors and Assigns 67 Section 8.13 Severability 68 Section 8.14 Governing Law 68 Section 8.15 Rules of Construction 68 Section 8.16 No Liability 68 Section 8.17 Privacy Covenant 68 Section 8.18 Counterparts 69 Section 8.19 Financing Provisions 69 Schedule A Plan of Arrangement Schedule B Arrangement Resolution Schedule C Representations and Warranties of the Company Schedule D Representations and Warranties of the Purchaser Schedule E Key Regulatory Approvals Schedule F Form of D&O Support and Voting Agreement