Section 14 Miscellaneous Sample Clauses

Section 14 Miscellaneous. 14.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and cancels any prior agreements, understandings, promises and representations made by any party to the others concerning the subject matter hereof and the terms applicable hereto. This Agreement may not be amended or modified except by an instrument in writing signed by duly authorized representatives of all parties hereto.
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Section 14 Miscellaneous. 15 14.1 Assignment............................................ 15 14.2
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Section 14 Miscellaneous. 51 Section 15 Exhibits / Disclosure Schedules / Definitions .................................. 55
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Section 14 Miscellaneous. 51 Section 15 Exhibits / Disclosure Schedules / Definitions .................................. 55 </TABLE> <PAGE> 5 PREAMBLE (A) Sellers are the sole shareholders of demedis GmbH, a limited liability company organised under German law, registered in the Commercial Register maintained at the Lower Court of Offenbach am Main under registration number HRB 34827, having its legal domicile in Langen/Hessen, Germany ("DEMEDIS"), which, largely through its direct and indirect subsidiaries ("DEMEDIS GROUP") and to a small extent by direct sales, is engaged in the trading and distribution of dental products in Germany, Austria, Belgium, Luxembourg and The Netherlands ("DEMEDIS DENTAL BUSINESS"). A corporate chart of the Demedis Group is attached as Exhibit A. (B) Sellers are interested to sell and transfer their shares in Demedis and Seller 1 is interested to sell and transfer one of its shareholder loans granted to Demedis to Purchasers and Purchasers are interested to acquire such shares and loan from Sellers upon the terms and conditions of this sale and purchase agreement ("AGREEMENT"). (C) In addition to acquiring the Demedis Dental Business, Purchasers will enter into a sale and purchase agreement ("EDH AGREEMENT") to acquire (i) all shares in Euro Dental Holding GmbH, a limited liability company organised under German law, registered in the Commercial Register maintained at the Lower Court of Offenbach/Hessen under registration number HRB 34839 and having its legal domicile in Langen/Hessen, ("EDH"), which through its direct and indirect subsidiaries ("EDH GROUP") is also engaged in the trading and distribution of dental products and the ultimate owners of which are partly identical to the ultimate owners of the Demedis Group, as well as (ii) 1% of the shares in Krugg S.p.A., an Italian company registered in the Commercial Register of Milan under registration number 13088630150 (the remaining 99% of the shares are held by EDH). <PAGE> 6
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Section 14 Miscellaneous. 14.1 Neither party shall assign this Agreement nor its rights and duties hereunder nor any interest herein without prior written consent from the other.
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Section 14 Miscellaneous. 44 14.1 Headings..................................................................... 44 14.2 Nonbusiness Days; Time....................................................... 44 (iii)
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Section 14 Miscellaneous 
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Related to Section 14 Miscellaneous

  • Governing Law Miscellaneous a. Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

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