Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Definitions For purposes of this Agreement:
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.
Incorporation of terms 2.1 The following Framework Agreement clauses (including clauses and defined terms referenced by them) as modified under clause 2.2 are incorporated as separate Call-Off Contract obligations and apply between the Supplier and the Buyer: • 4.1 (Warranties and representations) • 4.2 to 4.7 (Liability) • 4.11 to 4.12 (IR35) • 5.4 to 5.5 (Force majeure) • 5.8 (Continuing rights) • 5.9 to 5.11 (Change of control) • 5.12 (Fraud) • 5.13 (Notice of fraud) • 7.1 to 7.2 (Transparency) • 8.3 (Order of precedence) • 8.6 (Relationship) • 8.9 to 8.11 (Entire agreement) • 8.12 (Law and jurisdiction) • 8.13 to 8.14 (Legislative change) • 8.15 to 8.19 (▇▇▇▇▇▇▇ and corruption) • 8.20 to 8.29 (Freedom of Information Act) • 8.30 to 8.31 (Promoting tax compliance) • 8.32 to 8.33 (Official Secrets Act) • 8.34 to 8.37 (Transfer and subcontracting) • 8.40 to 8.43 (Complaints handling and resolution) • 8.44 to 8.50 (Conflicts of interest and ethical walls) • 8.51 to 8.53 (Publicity and branding) • 8.54 to 8.56 (Equality and diversity) • 8.59 to 8.60 (Data protection • 8.64 to 8.65 (Severability) • 8.66 to 8.69 (Managing disputes and Mediation) • 8.80 to 8.88 (Confidentiality) • 8.89 to 8.90 (Waiver and cumulative remedies) • 8.91 to 8.101 (Corporate Social Responsibility) • paragraphs 1 to 10 of the Framework Agreement glossary and interpretation • any audit provisions from the Framework Agreement set out by the Buyer in the Order Form 2.2 The Framework Agreement provisions in clause 2.1 will be modified as follows: 2.2.1 a reference to the ‘Framework Agreement’ will be a reference to the ‘Call-Off Contract’ 2.2.2 a reference to ‘CCS’ will be a reference to ‘the Buyer’ 2.2.3 a reference to the ‘Parties’ and a ‘Party’ will be a reference to the Buyer and Supplier as Parties under this Call-Off Contract 2.3 The Parties acknowledge that they are required to complete the applicable Annexes contained in Schedule 4 (Processing Data) of the Framework Agreement for the purposes of this Call-Off Contract. The applicable Annexes being reproduced at Schedule 7 of this Call-Off Contract. 2.4 The Framework Agreement incorporated clauses will be referred to as incorporated Framework clause ‘XX’, where ‘XX’ is the Framework Agreement clause number. 2.5 When an Order Form is signed, the terms and conditions agreed in it will be incorporated into this Call-Off Contract.
Certain Transactions and Confidentiality Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
