Notices 112 Sample Clauses
The "Notices 112" clause establishes the procedures and requirements for delivering formal communications between parties under an agreement. Typically, it specifies acceptable methods of delivery—such as email, postal mail, or courier—and designates the addresses or contact details to which notices must be sent. This clause ensures that all parties are properly informed of important matters, such as changes, breaches, or terminations, thereby reducing the risk of misunderstandings and disputes regarding whether and when notice was effectively given.
Notices 112. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION 113 ARTICLE XIII. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS 115 13.01 Assignments and Participations 115 13.02 Successors 118 ARTICLE XIV. AMENDMENTS; WAIVERS 119 14.01 Amendments and Waivers 119 14.02 [Reserved] 120 14.03 No Waivers; Cumulative Remedies 120 ARTICLE XV. AGENT; THE LENDER GROUP 120 15.01 Appointment and Authorization of Agent 120 15.02 Delegation of Duties 121 15.03 Liability of Agent 121 15.04 Reliance by Agent 122 15.05 Notice of Default or Event of Default 122 15.06 Credit Decision 122 15.07 Costs and Expenses; Indemnification 123 15.08 Agent in Individual Capacity 123 15.09 Assignment by Agent; Resignation of Agent; Successor Agent 123 15.10 Lender in Individual Capacity 124 15.11 Collateral Matters 124 15.12 Restrictions on Actions by Lenders; Sharing of Payments 126 15.13 Agency for Perfection 126 15.14 Payments by Agent to the Lenders 127 15.15 Concerning the Collateral and Related Loan Documents 127 15.16 Several Obligations; No Liability 127 15.17 Right to Request and Act on Instructions 127 ARTICLE XVI. WITHHOLDING TAXES 128 16.01 Payments 128 16.02 Exemptions 128 16.03 Refunds 130 ARTICLE XVII. GENERAL PROVISIONS 130 17.01 Effectiveness 130 17.02 Article and Section Headings 130 17.03 Interpretation 130 17.04 Severability of Provisions 131 17.05 Debtor-Creditor Relationship 131 17.06 Counterparts; Electronic Execution 131 17.07 Revival and Reinstatement of Obligations; Certain Waivers 131 17.08 Confidentiality 131 17.09 Survival 132 17.10 Patriot Act 133 17.11 Integration 133 17.12 No Setoff 133 17.13 Intercreditor Agreement 133 EXHIBITS AND SCHEDULES Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate (Agent) Exhibit B-2 Form of Borrowing Base Certificate (Third Party Agent) Exhibit C-1 Form of Compliance Certificate Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Person Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Approved Account Debtor Schedule P-1 Existing Investments Schedule 4.01(d) Existing Liens Schedule 4.01(f) Existing Indebtedness Schedule 4.03 Litigation Schedule 4.06 Real Estate Schedule 4.07 Intellectual Property Schedule 4.15 Borrower’s Subsidiaries Schedule 4.17 Borrower’s Outstanding Shares of Stock, Options and Warrants Schedule 4.18 Material Contracts Schedule 4.20 Environmental Schedule 4.22 Labor Relations Schedule 4.23 Jur...
Notices 112. Section 12.2 Communication by Holders with Other Holders 113 Section 12.3 Certificate and Opinion as to Conditions Precedent 113 Section 12.4 Statements Required in Certificate or Opinion 113 Section 12.5 Rules by Trustee, Paying Agent, Transfer Agent and Registrar 114 Section 12.6 Legal Holidays 114 Section 12.7 Governing Law, etc. 114 Section 12.8 [Reserved] 115 Section 12.9 No Recourse Against Others 116 Section 12.10 Successors 116 Section 12.11 Duplicate and Counterpart Originals 116 Section 12.12 Severability 116 Section 12.13 [Reserved] 116 Section 12.14 Currency Indemnity; Payments in U.S. Dollars 116 Section 12.15 Table of Contents; Headings 117 Section 12.16 USA PATRIOT Act 117 Section 12.17 Bail-In 117 INDENTURE, dated as of March 19, 2019, among CEMEX, S.A.B. de C.V., a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (the “Issuer”), the guarantors listed on Schedule I hereto, as guarantors of the Issuer’s obligations under this Indenture and the Notes, The Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”) and transfer agent (the “Transfer Agent”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer’s 3.125% Senior Secured Notes due 2026 issued hereunder.
Notices 112. Section 13.02 Communication by Holders of Notes with Other Holders of Notes 114 Section 13.03 Certificate and Opinion as to Conditions Precedent 114 Section 13.04 Statements Required in Certificate or Opinion 114 Section 13.05 Rules by Trustee and Agents 114
Notices 112. Section 11.02 Survival 114 Section 11.03 Amendments and Waivers 114 Section 11.04 Expenses 115 Section 11.05 Disclosure Schedule References and SEC Document References 115 Section 11.06 Binding Effect; Benefit; Assignment 115 Section 11.07 Governing Law 116 Section 11.08 Jurisdiction/Venue 116 Section 11.09 WAIVER OF JURY TRIAL 117 Section 11.10 Counterparts; Effectiveness 117 Section 11.11 Entire Agreement 117 Section 11.12 Severability 118 Section 11.13 Specific Performance 118 EXHIBITS Exhibit A – Form of Parent Tax Certificate Exhibit B – Form of Company Tax Certificate This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2021 is by and among Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Rentokil Initial US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Bidco”), Leto Holdings I, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Bidco (“Merger Sub I”), Leto Holdings II, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Bidco (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and Terminix Global Holdings, Inc., a Delaware corporation (the “Company”).