GENERAL PROVISIONS   62 Sample Clauses

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
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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 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2013, is entered into by and among IHS Inc., a Delaware corporation (“Buyer”), X. X. Xxxx & 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”).
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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 SCHEDULES 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 ARRANGEMENT AGREEMENT THIS AGREEMENT is made as of August 2, 2022, BETWEEN: 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.
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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
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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 AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2008 (this “Agreement”), by and among Exx Lxxxx 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.
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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 Annexes Annex I Conditions to the Offer Annex II Certificate of Incorporation of the Surviving Corporation Xxxxx XXX Bylaws of the Surviving Corporation Xxxxx XX Contingent Value Rights Agreement AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2022 (this “Agreement”), among Xxx Xxxxx 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”).
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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 SCHEDULES 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
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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 Appendix A 68 Annex I Annex I-1 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”).
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Related to GENERAL PROVISIONS   62

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Certain General Provisions 32 5.1. Closing Fee. ........................................................................32 5.2. Agent's Fee. ........................................................................32 5.3.

  • ARTICLE IX GENERAL PROVISIONS 56 9.1 Survival of Representations.................................................................. 56 9.2

  • General Provision The Fund hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and its Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Fund as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Fund; (v) the fundamental policies and investment restrictions of the Fund as reflected in its registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Fund with respect to any matters dealing with the business and affairs of the Fund including the valuation of any of the Fund's portfolio securities which are either not registered for public sale or not being traded on any securities market.

  • General Provisions Applicable to Loans 30 5.1 Interest Rates and Payment Dates...............................................................30 5.2 Conversion and Continuation Options............................................................31 5.3 Minimum Amounts and Maximum Number of Tranches.................................................32 5.4

  • 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.

  • FINAL PROVISIONS Clause 16 Non-compliance with the Clauses and termination

  • 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.

  • Survival Provisions All representations, warranties and covenants contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement. The obligations of the Pledgor under Sections 12 and 14 hereof and the obligations of the Collateral Agent under Section 17.9(b) hereof shall survive the termination of this Pledge Agreement.

  • Severability of Provisions; Captions; Attachments Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

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