Miscellaneous 39 Sample Clauses

Miscellaneous 39. Section 7.1. Non-survival of Representations and Warranties 39 Section 7.2. Entire Agreement; Assignment 39 Section 7.3. Validity 39 Section 7.4. Notices 40 Section 7.5. Governing Law 40 Section 7.6. Descriptive Headings 40 Section 7.7. Parties in Interest 41 Section 7.8. Certain Definitions 41 Section 7.9. Personal Liability 41 Section 7.10. Specific Performance 42 Section 7.11. Counterparts 42 Section 7.12. Conflict Waiver 41 Signatures 42 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of July 6, 2009, is by and among Xxxxxxxxx Brands Corp, a Nevada corporation (“XXXXXXXXX”), Xxxxxxxxx Sub Co, a Nevada corporation (“SUB CO”) and wholly owned subsidiary of XXXXXXXXX and CHALACO LORETO S.A.C., a Peruvian corporation (“LORETO”), SUB CO and LORETO being the constituent entities in the Merger.
Sample 1
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Miscellaneous 39. Section 7.1. Non-survival of Representations and Warranties 39 Section 7.2. Entire Agreement; Assignment 39 Section 7.3. Validity 39 Section 7.4. Notices 39 Section 7.5. Governing Law 40 Section 7.6. Descriptive Headings 40 Section 7.7. Parties in Interest 41 Section 7.8. Certain Definitions 41 Section 7.9. Personal Liability 41 Section 7.10. Specific Performance 41 Section 7.11. Counterparts 42 Section 7.12. Conflict Waiver 42 Signatures 42 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of June 12, 2009, is by and among Minatura Gold, a Nevada corporation (“MGOL”); Boatatopia Sub Co, a Nevada corporation (“SUB CO”) and wholly owned subsidiary of Minatura Gold; and Gold Resource Partners, LLC, a Nevada limited liability company (“GRP”); SUB CO and GRP being the constituent entities in the Merger.
Sample 1

Related to Miscellaneous 39

  • Miscellaneous Provisions Section 11.01

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Miscellaneous Powers The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Miscellaneous Matters The Company has presently outstanding unsecured non-convertible debt with a term of issue of at least four years, which is rated by a nationally recognized statistical rating organization in one of its four highest generic rating categories. The Company has filed with the Commission all material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act since April 30, 2013.

  • Miscellaneous Amendments Notwithstanding anything contained herein to the contrary, whenever any of the terms “Leased Premises”, “Demised Premises” or “Premises” (and whether or not capitalized) is used herein, it shall be understood to mean the “premises leased hereby”; and whenever the term “Entire Premises” is used herein (and whether or not capitalized), it shall be understood to mean all of the contiguous land and buildings owned by Landlord at this location, which include the premises leased hereby. The term “Non-leased Premises” shall mean the Entire Premises less the Leased Premises.

  • Miscellaneous Charges The Fund shall be charged for the following products and services as applicable: o Ad hoc reports o Ad hoc SQL time o COLD Storage o Digital Recording o Banking Services, including incoming and outgoing wire charges o Microfiche/microfilm production o Magnetic media tapes and freight o Manual Pricing o Materials for Rule 15c-3 Presentations o Pre-Printed Stock, including business forms, certificates, envelopes, checks and stationary

  • Other Miscellaneous Terms The provisions of Article IX of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

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