General Provisions Sample Clauses

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
General Provisions. (a) Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Iowa. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
General Provisions. A. OGS is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR Parts 140-145 (“MWBE Regulations”) for all State contracts as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property renovations and construction.
General Provisions a. All notices must be in writing and will be effective if (i) delivered by facsimile, electronic mail, by hand, reliable overnight delivery service, or first-class, pre-paid mail and (ii) sent to the address for the intended recipient stated in an Order Form. Notices should be sent to the other party's general counsel or legal department, unless another recipient is expressly identified.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT B to the Credit Agreement [FORM OF] OPINION OF COUNSEL FOR THE BORROWER July 21, 2005 To the Lenders and the Administrative Agent Referred to Below c/o JP Morgan Chase Bank N.A., as Administrative Agent 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: This opinion is furnished to you pursuant to paragraph (b) of Section 4.01 of the Credit Agreement, dated as of July 21, 2005 (the “Credit Agreement”), among Ethan Allen Interiors Inc., a Delaware corporation (“Holdings”), Ethan Allen Global, Inc., a Delaware corporation (the “Borrower”), the banks and other financial institutions identified therein as Lenders, and JP Morgan Chase Bank, as Administrative Agent. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement. I am general counsel of Holdings and the Borrower and, in that capacity, have acted as counsel for the Loan Parties in connection with the Credit Agreement and the other Loan Documents. For purposes of this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable. Upon the basis of the foregoing, I am of the opinion that:
General Provisions. 37 SECTION 7.01. Non-Survival of Representations, Warranties and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 SECTION 7.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 -ii- 4
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Law of the State of New York. EXHIBIT F FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (the “Agreement”) dated as of , 20 is by and among , a (the “New Loan Party”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement dated as of December 21, 2009 (as amended, restated, modified, supplemented or extended from time to time, the “Credit Agreement”) among Prometheus Laboratories Inc., a California corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent, Swing Line Lender and L/C Issuer, and SunTrust Bank, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Loan Parties are required by [Section 7.12] [Section 8.04]13 of the Credit Agreement to cause the New Loan Party to become a “Guarantor” thereunder. Accordingly, the New Loan Party hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: