Other Applicable Provisions The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
Severable Provisions The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.
Concerning Applicable Provisions of Law, etc This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the Commonwealth of Massachusetts shall, except to the extent that any applicable provisions of federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law. If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof. Yours very truly, GEORGIA MUNICIPALS PORTFOLIO By: /s/ Thomas J. Fetter --------------------------------- President Accepted: EATON VANCE DISTRIBUTORS, INC.
Certain Additional Definitions For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Acquisition Transaction 6.16 Additional Financial Statements 6.17(c) Adjustment Time 2.3(b)(i) Agreement Preamble Asset Purchase Preamble Assignment and Assumption 3.2(a)(ii) Assignments and Assumptions for Leases 3.2(a)(iii) Assignment and Assumption for FCC Licenses 3.2(a)(vi) Assignments and Assumptions for Motor Vehicles 3.2(a)(vii) Assignments and Assumptions for Business Intellectual Property Rights 3.2(a)(v) Term Section Assumed Liabilities 2.2(b) Audit Opinion 6.17(a)(ii) Audited Financial Statements 6.17(a) Benefit Plan(s) 4.10(a) Xxxx of Sale 3.2(a) Business Preamble Business Contract(s) 2.1(b)(vii) Business Employee(s) 4.9 Business License(s) 2.1(b)(vi) Cap 8.5 Capital Expenditures Budget 6.1(a) Capital Expenditures Made in 2006 4.11(d) Capital Lease 2.2(c)(ii) Closing 3.1 Closing Balance Sheet 2.3(b) Closing Date 3.1 Closing Working Capital 2.3(b) COBRA 6.9(f) Commitment Letters 5.8 Damages 8.2 Deductible 8.5 Deeds 3.2(a)(iv) DOJ 6.4(f) Employment Agreement 6.9(b) Estimated Closing Balance Sheet 2.3(b) Estimated Working Capital 2.3(b) Excluded Assets 2.1(c) Excluded Liabilities 2.2(c) FCC Preamble FCC Applications 6.4(b) Financial Statements 4.11(a) Financing 5.8 First Quarter Interim Financial Statements 6.17(b) FTC 6.4(f) Indemnified Party 8.4(a) Indemnifying Party 8.4(a) Indemnity Notice Period 8.4(b) Indemnity Response 8.4(c) Independent Accountant 2.3(b) Term Section Independent Contractor Agreement 6.9(b) Latest Balance Sheet 4.11(a) Latest Balance Sheet Date 4.11(a) Leased Real Property 2.1(b)(ii) Liquidated Damages 9.2(a) Material Business Contract(s) 4.7(a) Material Business License(s) 4.8 MVPD 4.15(e) Non-Broadcast FCC Licenses 6.20 Notice of Claim 8.4(a) Notice of Disagreement 2.3(b) NYT Preamble NYTMS Preamble Other Assignments and Assumptions 3.2(a)(viii) Other Real Property Interests 2.1(b)(iii) Owned Real Property 2.1(b)(i) Phase I Reports 6.13 Phase II Reports 6.13 Present Fair Salable Value 5.9 Purchase Price 2.3(a) Purchaser Preamble Purchaser’s 401(k) Plan 6.9(g) Purchaser Indemnified Party 8.3 Real Property Leases 2.1(b)(ii) Registered Intellectual Property 4.6 Renewal Applications 6.4(c) Second Quarter Interim Financial Statements 6.17(c) Seller’s Indemnified Party 8.2 Seller’s Organizational Documents 4.1 Sellers’ 401(k) Plan 6.9(g) Short Term Agreement 4.7(a) Solvency 5.9 Solvent 5.9 Statement of Working Capital 2.3(b) Stations Preamble Station Assets 2.1(b) Surveys 6.14 Termination Date 9.1(b) Title Commitments 6.14 Term Section Transferred Employees 6.9(a) Transition Services 6.19 Transition Services Agreement 6.19 Working Capital 2.3(b) Working Capital Target 2.3(b)
Administrative Provisions (a) Grievances and replies at Step 3 of the grievance procedure and notification to arbitrate shall be by registered mail.
Additional Terms and Conditions Applicable to Subletting The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: