Common use of Headings; Counterparts; Assignment; Limitation of Liability Clause in Contracts

Headings; Counterparts; Assignment; Limitation of Liability. 15.1. The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Target Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Trust or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein. 15.5. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

Appears in 9 contracts

Samples: Reorganization Agreement (Russell Investment Co), Agreement and Plan of Reorganization (Russell Investment Co), Reorganization Agreement (Russell Investment Co)

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Headings; Counterparts; Assignment; Limitation of Liability. 15.1. 15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3. 15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Target Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. 15.4 Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Trust Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein. 15.5. 15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsMaryland, without regard to its principles of conflicts of laws.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Great-West Funds Inc), Agreement and Plan of Reorganization (Great-West Funds Inc), Reorganization Agreement (Great-West Funds Inc)

Headings; Counterparts; Assignment; Limitation of Liability. 15.1. 15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3. 15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the an Acquiring Fund and the Target an Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. 15.4 Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Trust Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein. 15.5. 15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsMaryland, without regard to its principles of conflicts of laws.

Appears in 1 contract

Samples: Reorganization Agreement (Great-West Funds Inc)

Headings; Counterparts; Assignment; Limitation of Liability. 15.1. The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Target Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the "Obligated Fund"), and in no event shall any other series of the Trust Corporations or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein. 15.5. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsMaryland, without regard to its principles of conflicts of laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hartford Series Fund Inc)

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Headings; Counterparts; Assignment; Limitation of Liability. 15.1. 15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3. 15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Target Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. 15.4 Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Trust Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein. 15.5. 15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsMaryland, without regard to its principles of conflicts of laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Great-West Funds Inc)

Headings; Counterparts; Assignment; Limitation of Liability. 15.1. 15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3. 15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the an Acquiring Fund and the Target an Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. 15.4 Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Trust Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein. 15.5. 15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsMaryland, without regard to its principles of conflicts of laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Great-West Funds Inc)

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