Relation to Agreement. This Amendment constitutes an integral part of the Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings given them in the Agreement. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement, as amended hereby.
Relation to Agreement. Unless specifically modified by this ADDENDUM, --------------------- all terms and conditions of the AGREEMENT shall remain in full force and effect and all terms used in this ADDENDUM shall have the same meaning as in the AGREEMENT. The phrase "this AGREEMENT" in the AGREEMENT shall be deemed to refer to the AGREEMENT, as modified by this ADDENDUM. 2.
Relation to Agreement. Except as hereby amended, the Agreement shall continue in full force and effect.
Relation to Agreement. With the exception of the terms and conditions set forth in this Amendment, all other terms and conditions of the Agreement shall remain unaltered and in full force and effect. If there is any conflict between the terms of this Amendment and the Agreement, this Amendment shall govern.
Relation to Agreement. The statements in the Disclosure Schedule, and those in any supplement thereto, relate only to the provisions in the Section of this Agreement to which they expressly relate and not to any other provision in this Agreement.
Relation to Agreement. 4.1 With respect to the ReMind Services, this Addendum shall control if in conflict with the Agreement. All other terms and conditions of the Agreement shall remain in full force and effect.
Relation to Agreement. This Assumption Agreement is subject in all respects to, and shall not be deemed in any way to supersede, the terms and conditions of the Agreement.
Relation to Agreement. The conveyance of the Transferred Assets and the assumption of the Assumed Liabilities made hereunder is made in accordance with and subject to the Agreement (including, without limitation, the representations, warranties, covenants, indemnities and agreements contained therein), which is incorporated herein by reference. In the event of a conflict between the terms and conditions of this Bill of Sale and the terms and conditions of the Agreement, the terms and conditions of the Agreement shall govern, supersede, and prevail. Notwithstanding anything to the contrary in this Bill of Sale, nothing in this Bill of Sale shall (and is not intended to) be deemed to defeat, limit, reduce, alter, impair, enhance, enlarge, or supersede any right, obligation, liability, claim, or remedy created by the Agreement or any Ancillary Agreement. The provisions of this Bill of Sale shall not merge in or be superseded by and shall survive (to the extent provided for in the Agreement) the completion of the transactions provided for in the Agreement or any Ancillary Agreement.
Relation to Agreement. This IP Assignment Agreement is executed and delivered pursuant to and subject to the Agreement (including, without limitation, the representations, warranties, covenants, indemnities and agreements contained therein), which is incorporated herein by reference. In the event of a conflict between the terms and conditions of this IP Assignment Agreement and the terms and conditions of the Agreement, the terms and conditions of the Agreement shall govern, supersede, and prevail. Notwithstanding anything to the contrary in this IP Assignment Agreement, nothing in this IP Assignment Agreement shall (and is not intended to) be deemed to defeat, limit, reduce, alter, impair, enhance, enlarge, or supersede any right, obligation, liability, claim, or remedy created by the Agreement or any Ancillary Agreement. The provisions of this IP Assignment Agreement shall not merge in or be superseded by and shall survive (to the extent provided for in the Agreement) the completion of the transactions provided for in the Agreement or any Ancillary Agreement.
Relation to Agreement. This Exhibit B shall be deemed to constitute a part of the Agreement for all purposes, all of the provisions of which shall be applicable with respect to this Exhibit B. Exhibit C November___, 1996 MIL (Investments) S.A. Xxxxxxxxx Xxxxx 00X X-0000 Xxxxxxxxxx, Xxxxxxxxxx Ladies and Gentlemen: We have acted as counsel to Nord Resources Corporation (the "Company") in connection with its issuance of 2,000,000 Shares ("Purchase Shares") of common stock, $.01 par value ("Common Stock") to you ("Investor") pursuant to a Stock Purchase and Sale Agreement dated October ___, 1996 ("Agreement") in a private placement under Regulation S ("Regulation S") promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. As counsel, we have reviewed the Agreement. We have also reviewed the Articles of Incorporation and Bylaws of the Company together with all amendments thereto. In addition, we have examined the originals, or certified or conformed copies of resolutions of the Board of Directors of the Company and such other documents, records, agreements and instruments and have made such inquiry into the affairs of the Company as we have deemed necessary or appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. With respect to certain matters of fact material to our opinion, we have relied upon representations and certificates of officers of the Company and on certificates of public officials. Based on the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Delaware;
(2) The Company's execution and delivery of the Agreement, and the issuance and sale of the Purchase Shares, have been duly authorized by all necessary corporate action on the part of the Company.
(3) The Company's execution and delivery of the Agreement, and the issuance and sale of the Purchase Shares, was approved by the Board of Directors of the Company on October 2, 1996.
(4) The Agreement has been duly executed and delivered by NRC and is the legal, valid and binding obligation of NRC enforceable in accordance with its terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, mo...
