Legal Effects Sample Clauses

Legal Effects. No representation, warranty or recommendation is made by any party or his respective agent or attorney regarding the legal sufficiency or effect or tax consequences of any transaction contemplated under this Agreement to any individual or specific entity, and each party acknowledges it has been advised to submit this Agreement to independent legal counsel before signing it. There shall be no presumption in favor of or against any party with regard to which party arranged for initial drafting of this Agreement.
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Legal Effects. The Absorbing Company will acquire, as a result of the Cross-Border Merger, all assets and liabilities of the Absorbed Company by way of universal succession at the Effective Time. As of the Effective Time (as defined below), the Absorbing Company shall be subrogated to all rights and obligations of the Absorbed Company towards third parties. The rights and claims comprised in the assets of the Absorbed Company shall be transferred to the Absorbing Company with all securities, either in rem or personal, attached thereto. The Absorbing Company will continue as of the Effective Time to perform the obligations of the Absorbed Company under any agreements to which the latter is a party. Any claims and debts existing as at the Effective Time between the Merging Companies, if any, will be cancelled upon the completion of the Cross-Border Merger. The shareholders of the Absorbed Company as of the Effective Time will become shareholders of the Absorbing Company as of the Effective Time. The mandates of the current directors of the Absorbed Company will come to an end as of the Effective Time. The sole director (administrateur unique) of the Absorbing Company as of the date hereof and until the Effective Time is Xxxxxx Xxxxxxx XxXxxxx, born on 3 April 1977 in Hitchin, United Kingdom, professionally residing at 00X, xxx xxx Xxxxxxxx, X-0000 Xxxxxx, Grand Duchy of Luxembourg. The board of directors (conseil d’administration) of the Absorbing Company after the Effective Time will be composed of the following directors (administrateurs): • […], born on […] in […], having his/her professional address at […] as Class A Director; • […], born on […] in […], having his/her professional address at […] as Class A Director; • […], born on […] in […], having his/her professional address at […] as Class B Director; • […], born on […] in […], having his/her professional address at […] as Class B Director; • […], born on […] in […], having his/her professional address at […] as Class C Director; and • […], born on […] in […], having his/her professional address at […] as Class C Director. The books and records of the Absorbed Company shall be transferred and kept at the registered office of the Absorbing Company in accordance with applicable laws. As a result of the Cross-Border Merger, the Absorbed Company shall merge with and into the Absorbing Company and cease to exist without being liquidated and all its shares shall be exchanged by shares of the Absorbing Company.
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Legal Effects. This Agreement comprises the legal, valid and binding obligations of each of the Parties, enforceable according to its terms.
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Legal Effects. 14 7.13 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.13(a) Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.13(b) Club. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.14 Parties In Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.15 Reasonableness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.16 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.17 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7.18 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.19 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.20 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.21 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.22 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.23
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Legal Effects. On giving notice in accordance with Clause 8.2 (Notification), the Affected Party shall be excused from the performance or punctual performance, as the case may be, of the obligations notified for so long as the circumstances notified (or the effects thereof) continue and the Affected Party shall be deemed not to be in breach of this Agreement to the extent that such breach is caused by such Event of Force Majeure. The Affected Party shall nevertheless use all reasonable endeavors to continue to perform its obligations under this Agreement and to minimize or eliminate the adverse effects of such Event of Force Majeure with all reasonable dispatch and shall keep the Non-Affected Party informed of material developments relating to such Event of Force Majeure. The Affected Party shall notify the Non-Affected Party of the steps it proposes to take to minimize or eliminate the effects of such Event of Force Majeure, including any reasonable alternative means for performance and, to the extent that it is not prejudiced in so doing, the Non-Affected Party shall use all reasonable endeavors to co-operate in taking such steps. The requirement that any Event of Force Majeure be minimized or eliminated with all reasonable dispatch will not require the settlement of strikes or labor disputes by acceding to the demands of the opposing party or parties.
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Legal Effects. At the time any legal decision affects the retirement provisions of this Contract, the parties agree to reopen this Section and mutually develop new language in accordance with any new state or federal guidelines.
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Legal Effects. 1. Each single disposition of this agreement shall be considered valid and effective, even in case of lack of validity or effectiveness of any other disposition included in this agreement, unless such lack of validity or effectiveness is essential to the validity of the whole co-management agreement.
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Legal Effects. (a) Purchaser and Seller each acknowledge that a transaction of this type involves terms and conditions which have not yet been agreed upon and that this letter is in no way intended to be a complete or definitive statement of all the terms and conditions of the proposed transaction, but contemplates and is subject to the negotiation and execution of the Purchase Agreement, except as provided in Paragraphs 5 and 6 above and in subparagraph (b) below, neither Purchaser nor Seller will be legally bound in any manner or have any obligations to each other unless and until the Purchase Agreement has been executed by both parties. If the Purchase Agreement has not been executed by both parties on or before 30 days after the acceptance of this letter of intent by Seller, this letter of intent shall terminate and, except as provided in Paragraphs 5 and 6 above and subparagraph (b) below, the parties shall have no further obligations hereunder.
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Legal Effects. This MoU will not affect the statutory duties, responsibilities or other legal rights and obligations of either Party.
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Related to Legal Effects

  • Legal Effect This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

  • Tax Effect The federal tax consequences of stock options are complex and subject to change. Each person should consult with his or her tax advisor before exercising any Option or disposing of any Shares acquired upon the exercise of an Option.

  • No Legal Advice from Company Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

  • Understanding of Agreement Executive represents and warrants that he has read and understood each and every provision of this Agreement, and Executive understands that he has the right to obtain advice from legal counsel of choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that Executive has freely and voluntarily entered into this Agreement.

  • Interpretation; Effect When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of, or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

  • No Legal Advice From the Company The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

  • No Effect Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities.

  • Understanding of Risks Purchaser is fully aware of: (a) the highly speculative nature of the investment in the Shares; (b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications and backgrounds of the management of the Company; and (e) the tax consequences of investment in the Shares.

  • Representation of Signatories Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

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