Miscellaneous and General. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.
Miscellaneous and General. 26 9.1 Payment of Expenses and Other Payments.......................................................26 9.2 Survival of Representations and Warranties...................................................26 9.3 Modification or Amendment....................................................................26 9.4
Miscellaneous and General. 59 9.1 Survival.................................................59 9.2 Modification or Amendment................................59 9.3 Waiver...................................................59 9.4 Counterparts.............................................60 9.5 Governing Law and Venue; Waiver of Jury Trial............60 9.6 Notices..................................................61 9.7 Entire Agreement; No Other Representations...............61 9.8 No Third-Party Beneficiaries.............................62 9.9 Obligations of Parent and of the Company.................62 9.10 Severability.............................................62 9.11 Interpretation...........................................62 9.12 Assignment...............................................63 EXHIBITS Exhibit A " Form of Company Affiliate Letter Exhibit B " Form of Parent Affiliate Letter INDEX OF DEFINED TERMS
Miscellaneous and General. 13.1 Amendment; Waiver 28 13.2 Counterparts 29 13.3 Governing Law and Venue; Specific Performance 29 13.4 Notices 30 13.5 Entire Agreement 30 13.6 No Third-Party Beneficiaries 31 13.7 Severability 31 13.8 Assignment 31 13.9 Fulfillment of Obligations 31 13.10 Termination 32 Exhibit A: Schedule of Investors Exhibit B: Form of Joinder Agreement THIS INVESTORS RIGHTS AGREEMENT (including the exhibits hereto, this “Agreement”), dated as of [●], 2018 (the “Execution Date”), is made by and among:
Miscellaneous and General. 43 10.1. Survival . . . . . . . . . . . . . . . . . . . . . . . 43 10.2. Modification or Amendment . . . . . . . . . . . . . . . 43 10.3.
Miscellaneous and General. Section 7.01. Modification or Amendment 28 Section 7.02. Termination 28 Section 7.03. Notices 28 Section 7.04. Interpretation 29 Section 7.05. Severability 29 Section 7.06. Counterparts 30 Section 7.07. Entire Agreement; Third Party Beneficiaries 30 Section 7.08. Certain Obligations 30 Section 7.09. Governing Law 30 Section 7.10. Assignment 30 Section 7.11. Dispute Resolution; Waiver of Jury Trial 31 Section 7.12. Limitation of Liability 32 Section 7.13. Extension; Waiver 32 Schedules and Exhibits Schedule 1.01(a) ALC Litigation Schedule 1.01(b) EHSI Assisted Living Facilities Schedule 1.01(c) Excluded Assets Schedule 3.01 Separation Transactions Schedule 3.04 Continuing Intercompany Arrangements Exhibit I Tax Allocation Agreement Exhibit II Agreement for Payroll and Benefit Services Exhibit III [Reserved] Exhibit IV Agreement for Reimbursement Services Exhibit V Technology Services Agreement Exhibit VI EHSI Assisted Living Facility Purchase and Sale Agreement SEPARATION AGREEMENT dated as of , 2006 (this “Separation Agreement”), between EXTENDICARE INC., a corporation organized under the laws of Ontario, and Assisted Living Concepts, Inc., a corporation organized under the laws of Nevada and, prior to the Separation, a wholly owned subsidiary of Extendicare.
Miscellaneous and General. 7.1 INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS WITH NO EXPRESS OR IMPLIED WARRANTIES, except that the Disclosing Party warrants that it has the right to disclose. This Agreement contains the entire Agreement between the Parties. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such sought right, power or remedy. All notices permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail, or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either Party may specify in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Miscellaneous and General. 2.1 Article IX of the Agreement is incorporated by reference into this Second Amendment and will apply to the Company, Parent and the Merger Subs mutatis mutandis.
2.2 Except as specifically provided for in this Second Amendment, the Agreement will remain unmodified and in full force and effect. [Signature Pages Follow]
Miscellaneous and General. 56 8.1 Payment of Expenses and Other Payments........................ 56 8.2 Survival of Representations and Warranties; Survival of Confidentiality Agreement......................... 56 8.3 Modification or Amendment..................................... 56 8.4
Miscellaneous and General. Section 10.01. Survival 56 Section 10.02. Modification or Amendment 57 Section 10.03. Waiver of Conditions 57 Section 10.04. Counterparts; Effectiveness 57 Section 10.05. Governing Law and Venue; Waiver of Jury Trial 57 Section 10.06. Specific Performance 58 Section 10.07. Notices 59 Section 10.08. Entire Agreement 61 Section 10.09. No Third Party Beneficiaries 61 Section 10.10. Obligations of Parent and of the Company 61 Section 10.11. Definitions 61 Section 10.12. Severability 62 Section 10.13. Interpretation; Construction 62 Section 10.14. Assignment 63 Section 10.15. Remedies 63 This is an AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among Xxxxxxx Xxxxx Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), and Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A. The parties to this Agreement intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub be merged with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent (the “Merger”). To this end, Merger Sub has agreed to commence a tender offer (as it may be amended from time to time as permitted by this Agreement, the “Offer”) to purchase all of the outstanding shares of Common Stock at a price per share of $40.50 (such amount, or any greater amount per share paid pursuant to the Offer and this Agreement, the “Offer Price”), net to the seller in cash, on the terms and subject to the conditions set forth herein. The Board of Directors of the Company has, by resolutions duly adopted, (i) determined that this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are advisable and are fair to the Company’s shareholders and in the best interests of the Company, (ii) approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) recommended that the holders of shares of Common Stock accept the Offer and tender their shares of Common Stock pursuant to the Offer, (iv) proposed the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of...
