Agreement Preamble Ancillary Agreements Section 4.4(a) Associate Section 8.11 Business Recitals CFC Section 4.17(f) Closing Section 3.1 Closing Date Section 3.1 Code Section 4.17(f) Company Preamble Company Intellectual Property Section 4.8(a) Company Owned Intellectual Property Section 4.8(b) Consideration Shares Section 2.2 Constitutional Documents Section 4.4(a) Conversion Shares Section 2.5 Disclosure Schedule Section 4 Domestic Company Preamble Equity Value of the Company Section 2.3(i) FCPA Section 4.19 HKIAC Section 9.17(b) HK Subsidiary Preamble Indemnitee Section 9.1(a) Indemnifiable Loss Section 9.1(a) Investor Preamble Investor’s Partners Section 8.17(b) Key Employee Section 4.22 Key Holders Preamble Lease Section 4.7(b) Licenses Section 4.8(e) Management Founder Preamble Management Founder Holdco Preamble Market Capitalization of Xunlei Section 2.3(ii) Material Adverse Effect Section 4.1 Material Contract Section 4.9 OFAC Section 4.18(a) OFAC Sanctions Section 4.18(a) OFAC Sanctioned Person Section 4.18(b) Ordinary Shares Section 2.5 Personal Information Section 4.30 PFIC Section 4.17(g) Public Software Section 4.8(g) Purchased Shares Section 2.1 Restriction Period Section 8.11 Restricted Share Agreement Section 6.1(f) SDN List Section 4.18(b) Secretary Section 4.18(a) Series D Investor(s) Recitals Series D Preferred Shares Recitals Series D Special Redemption Section 8.24 Series D Special Redemption Shareholder Section 8.24 Special Redemption Consideration Shares Section 8.24 Special Redemption Price Section 8.24 Subpart F Income Section 8.17(b) Transaction Documents Section 4.4(a) UNCITRAL Rules Section 9.16(b) United States Person Section 4.18(c) WFOE Preamble Xunlei Group Section 8.5(b)
PREAMBLES The preambles to this Agreement are a part of the agreement of the parties as set forth in this Agreement and shall be binding upon the parties in accordance with their terms.
Fixed Term Contract 1.1 The Customer shall use the following applicable Service Plan for the period specified in the Sales and Services Agreement (“Term”). The Term shall start from the service effective date.
1.2 The Service will take effect one day after the service installation.
Non-Assignable Contracts Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contracts if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Kadmon or AbbVie thereunder (each, a “Non-Assignable Contract”). Kadmon shall use its Commercially Reasonable Efforts, at Kadmon’s sole cost and expense, to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to AbbVie. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Kadmon thereunder so that AbbVie would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Kadmon shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) AbbVie shall cooperate, to the extent commercially reasonable, with Kadmon in its efforts to obtain such consent; and (b) at AbbVie’s election prior to Closing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and AbbVie shall have no obligation with respect to any such Non-Assignable Contract or any liability with respect thereto or (ii) Kadmon shall use its Commercially Reasonable Efforts to obtain for AbbVie substantially all of the practical benefit of such Non-Assignable Contract, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Kadmon and AbbVie and (B) subject to the consent and control of AbbVie, enforcement of any and all rights of Kadmon against the Third Party thereto arising out of the breach or cancellation thereof by such Third Party or otherwise. Nothing contained in this Section 3.2.3 shall be deemed to limit or modify the representations and warranties of Kadmon contained in Section 4 of this Agreement or limit CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AbbVie’s rights to make claims for breaches of or inaccuracies in such representations or warranties pursuant to Section 6 of this Agreement.
Preamble and Definitions 1.1 The preamble to this Agreement constitutes an integral part of this Agreement, as do the terms of the Plan.
1.2 Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Plan.
Affiliate Agreement As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.
Buyer Preamble Buyer Ancillary Documents 5.1 Buyer Covered Losses 11.3(a) Buyer Fundamental Representations 11.1 Buyer Indemnified Parties 11.2(a) Buyer Portion 6.3(g)(ii) Buyer’s Report 2.3(c) Buyer Tax Returns 6.3(c)(i) Claim Notice 11.3(a) Closing 2.5 Closing Date 2.5 COBRA 4.12(c) Commercial Services Agreement 9.1(g) Company Recitals Company Ancillary Documents 4.1 Company Confidential Information 6.4(b) Company Employee 4.11(a) Company Independent Contractor 4.11(b) Company Plans 4.12(a) Confidential Information 6.4(c) Confidentiality Agreement 6.4 Consent 6.7 Consent Solicitation 6.12(a) Consent Solicitation Documents 6.12(a) Continuing Employee 6.8(b) Covered Matters 12.8(a) Covered Tax Contest 6.3(g) Cure Period 10.2 Data Room 12.10 Dispute Notice 2.3(c) Divisive Merger Recitals D&O Indemnified Persons 6.10(a) D&O Tail Policy 6.10(b) Estimated Closing Balance Sheet 2.3(b) Estimated Closing Cash 2.3(b) Estimated Closing Indebtedness 2.3(b) Estimated Closing Net Working Capital 2.3(b) Estimated Closing Unpaid Transaction Expenses 2.3(b) Estimated Purchase Price 2.3(b) Estimated Purchase Price Components 2.3(b) Estimated Short-Term Operating Lease Amount 2.3(b) Excluded Entity Recitals Excluded Subsidiaries 4.1 Expiration Date 11.1 FCPA 4.14(e) Final Allocation 2.4(a) Final Purchase Price 2.3(d) Financial Statements 4.16(a) Guarantor Recitals Guaranty Recitals Indemnified Party 11.3(a) Indemnifying Party 11.3(a) Insurance Policies 4.13 Interim Financial Statements 4.16(a) Invoice Date 6.8(f) IP License Agreement 9.1(f) Losses 11.2(a) Material Company Contracts 4.8(a) Material Customer 4.21(a) Material Real Property Leases 4.7(b) Material Vendor 4.21(b) Membership Interest Assignment Agreement 9.1(a) Membership Interests Recitals Money Laundering Laws 4.14(f) Non-Covered Tax Contest 6.3(g) Non-Party Affiliates 12.11 Notice Period 11.3(b) Other Real Property Agreements 4.7(c) Payments Schedule 2.2(b) Payoff Letters 2.2(b)(ii) Permits 4.14(a) Pre-Closing Restructuring Transactions Recitals Pre-Closing Tax Refund 6.3(i) Pre-Closing Tax Returns 6.3(b) Preliminary Report 2.3(b) Privacy Laws 4.10(d) Purchase Price 2.2(a) Real Property Interests 4.7(c) Real Property Leases 4.7(b) Related Party 4.19 Required Financial Statements 6.11(a) Replacement Contracts 6.2(d) Replacement Services 6.2(d) Representatives 6.9 Sanctions 4.14(g) Seller Preamble Seller Ancillary Documents 3.1 Shared Contract 6.2(d) Seller Confidential Information 6.4(c) Seller Covered Losses 11.3(a) Seller Fundamental Representations 11.1 Seller Indemnified Parties 11.2(b) Seller Portion 6.3(g)(ii) Sprint Communications Preamble Straddle Period Returns 6.3(c)(i) Solvent 5.7 Supplemental Indentures 6.12(a) Tax Contests 6.3(e) Termination Date 10.1(e) Transfer Taxes 6.3(f) Transition Services Agreement 9.1(e)
Reference to Supplemental Agreements Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Agent, bear a notation in form approved by the Agent as to any matter provided for in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Agent and the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Agent in exchange for Outstanding Certificates.
MODEL PREAMBLES The tenderer is referred to the "Model Preambles for Trades 2008" for supplementary and comprehensive expansion of descriptions, appropriate provision for which shall be deemed to have been included in all relevant rates Proprietary products shall be used as specified. Substitute products of similar quality and specification may only be used with prior approval by the Principal Agent. The material to be excavated is assumed to be predominantly of a composition that will allow excavation in "earth" as specified, but including a percentage of excavation in "soft rock" and "hard rock". Descriptions of carting away of excavated material shall be deemed to include loading excavated material onto trucks directly from the excavations, or alternatively, from stock piles situated on the building site.
PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.
