New York Uses in General Provisions Clause

General Provisions from Underwriting Agreement

Introductory. Gladstone Land Corporation, a Maryland corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule A hereto (the Underwriters) an aggregate of 1,680,000 shares (the Shares) of its Common Stock, par value $0.001 per share (the Common Stock). The Company is the indirect general partner of Gladstone Land Limited Partnership (the Operating Partnership), a Delaware limited partnership that serves as the Companys primary operating partnership subsidiary. The 1,680,000 Shares to be sold by the Company are called the Firm Shares. In addition, the Company has agreed to sell to the Underwriters, subject to the terms and conditions stated herein, up to an additional 252,000 Shares to cover the over-allotment by the Underwriters, if any. The additional 252,000 Shares to be sold by the Company pursuant to such over-allotment option are collectively called the Optional Shares. The Firm Shares and, if and to the extent such over-allotment option i

General Provisions. 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. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

GENERAL PROVISIONS from Confirmation Agreement

This CONFIRMATION AGREEMENT (this "Agreement") is entered into as of February 6, 2017, by and among Shepherd's Finance, LLC, a Delaware limited liability company ("Shepherd's Finance"), 1st Financial Bank USA, a South Dakota chartered banking corporation ("1st Financial"), and Builder Finance, Inc., a South Dakota corporation ("Builder Finance").

GENERAL PROVISIONS. This Agreement and all matters arising out of or related to this Agreement shall be exclusively governed by the laws of the State of New York, without regard to its conflict of law principles. Captions used in this Agreement are for ease of reference only and do not define or limit provisions. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which constitute only one agreement between the parties.

General Provisions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement) is entered into as of October 17, 2016, by and among CBS Corporation, a Delaware corporation (CBS), and CBS Radio Inc. (Radio), a Delaware corporation and an indirect wholly owned subsidiary of CBS (CBS and Radio are sometimes collectively referred to herein as the Companies and, as the context requires, individually referred to herein as the Company). CBS and Radio are herein referred to individually as a Party and collectively as the Parties.

General Provisions from Trademark License Agreement

This Trademark License Agreement (this "Agreement") is made effective as of September 15, 2016 (the "Effective Date"), by and between HP Inc., a corporation established under the laws of the State of Delaware, with a place of business at 1501 Page Mill Road, Palo Alto, California 94304, U.S.A. ("HP") and Life Clips, Inc. a corporation established under the laws of the State of Wyoming whose address is 233 S. Sharon Amity Rd. Suite 201, Charlotte, NC 28211 ("LICENSEE"). HP and LICENSEE are each individually referred to as a "Party" and collectively as the "Parties."

General Provisions. 22.1 Costs and Expenses. Unless otherwise agreed by the Parties in writing, each Party agrees that it is solely responsible for all costs and expenses incurred by such Party in connection with the performance of its obligations set forth in this Agreement. 22.2 Relationship of Parties. HP and LICENSEE are independent contractors and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between or among any of them. Neither HP nor the Licensee shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. 22.3 Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed received as follows: (i) if by personal delivery, then upon actual receipt; (ii) if by prepaid, overnight courier, then one business day after delivery to such courier; or (iii) if by registered or certified airmail, postage prepaid, then five business days after delivery to the post office. All notices must be addressed as follows or to such other address as a Party will designate by written notice given to the other Party in accordance with the terms of this Section 22.3: HP Designated Agent Licensee Allan Feldman Robert Gruder 156 W. 56th St. Suite 703 Life Clips, Inc. New York, NY 10019 233 S. Sharon Amity Road allanf@lmca.net Suite 201 with a copy (which shall not constitute notice) to: Charlotte, NC 28211 HP Attn: IPSL Contract Compliance HP Inc. 1501 Page Mill Road Palo Alto, CA, 94304 USA HP Inc. Trademark Counsel HP-Global Legal Affairs 1501 Page Mill Road, Palo Alto, CA 94304 22.4 Governing Law and Venue. This Agreement shall be solely and exclusively governed, construed and enforced in accordance with the laws of the State of California. Except as provided in Section 22.5, any suit, action or proceeding arising from or relating to this Agreement must be brought solely and exclusively in the state or federal courts, as appropriate, in Los Angeles County, California, and each Party irrevocably consents to the jurisdiction and venue of such courts in any such suit, action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Licensee stipulates that if it initiates action in the Superior Court of California for Los Angeles County, it will elect the Van Nuys branch if eligible to do so.

General Provisions from Credit 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

General Provisions from Voting Agreement

This VOTING AGREEMENT, dated as of June 30, 2016 (this "Agreement"), is made and entered into by and among Starz, a Delaware corporation (the "Company"), Lions Gate Entertainment Corp., a corporation organized and existing under the laws of British Columbia ("Parent"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (the "Discovery Stockholder"), and Discovery Communications, Inc., a Delaware corporation ("Discovery Parent").

General Provisions. (a) Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment. (b) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or sent via facsimile (with confirmed transmission) prior to 5:00 p.m., local time, in the place of receipt (and otherwise on the next Business Day) or (b) on the first Business Day following the date of dispatch if sent by a nationally recognized overnight courier (providing proof of delivery), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice); provided, that should any such delivery be made by facsimile, the sender shall also send a copy of the information so delivered on or before the next Business Day by a nationally recognized overnight courier: if to the Company: Starz 8900 Liberty Circle Englewood, Colorado 80112 Attention: David Weil with a copy to (which shall not constitute notice): Baker Botts L.L.P. 30 Rockefeller Plaza New York, NY 10112 Facsimile: 212 408-2501 Attention: Renee L. Wilm if to Parent: Lions Gate Entertainment Corp. 2700 Colorado Avenue Santa Monica, CA 90404 Facsimile: 310-496-1359 Attention: Wayne Levin with a copy to (which shall not constitute notice): Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Facsimile: 212 403-2000 Attention: David E. Shapiro Gordon S. Moodie if to the Discovery Stockholders: Discovery Lightning Investments, Ltd Chiswick Park Building 2 566 Chiswick High Road London W4 5YB Facsimile: +44 20 8811 3310 Attention: General Counsel with a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 3rd Ave New York, NY 10022 Facsimile: (212) 909-6836 Attention: Jonathan Levitsky (c) Interpretation. When a reference is made in this Agreement to a paragraph, a Section or a Schedule, such reference shall be to a paragraph of, a Section of or a Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation 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". The words "hereof", "hereto", "hereby", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "or" is not exclusive. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if". The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement. For purposes of this Agreement, "Controlled Affiliate" means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, is controlled by such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (d) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The exchange of copies of this Agreement and of signature pages by facsimile or e-mail shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes. (e) Entire Agreement; No Third-Party Beneficiaries. This Agreem

General Provisions from Voting Agreement

This VOTING AGREEMENT, dated as of June 30, 2016 (this "Agreement"), is made and entered into by and among Starz, a Delaware corporation (the "Company"), Lions Gate Entertainment Corp., a corporation organized and existing under the laws of British Columbia ("Parent"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (the "Discovery Stockholder"), and Discovery Communications, Inc., a Delaware corporation ("Discovery Parent").

General Provisions. (a) Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment. (b) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or sent via facsimile (with confirmed transmission) prior to 5:00 p.m., local time, in the place of receipt (and otherwise on the next Business Day) or (b) on the first Business Day following the date of dispatch if sent by a nationally recognized overnight courier (providing proof of delivery), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice); provided, that should any such delivery be made by facsimile, the sender shall also send a copy of the information so delivered on or before the next Business Day by a nationally recognized overnight courier: if to the Company: Starz 8900 Liberty Circle Englewood, Colorado 80112 Attention: David Weil with a copy to (which shall not constitute notice): Baker Botts L.L.P. 30 Rockefeller Plaza New York, NY 10112 Facsimile: 212 408-2501 Attention: Renee L. Wilm if to Parent: Lions Gate Entertainment Corp. 2700 Colorado Avenue Santa Monica, CA 90404 Facsimile: 310-496-1359 Attention: Wayne Levin with a copy to (which shall not constitute notice): Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Facsimile: 212 403-2000 Attention: David E. Shapiro Gordon S. Moodie if to the Discovery Stockholders: Discovery Lightning Investments, Ltd Chiswick Park Building 2 566 Chiswick High Road London W4 5YB Facsimile: +44 20 8811 3310 Attention: General Counsel with a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 3rd Ave New York, NY 10022 Facsimile: (212) 909-6836 Attention: Jonathan Levitsky (c) Interpretation. When a reference is made in this Agreement to a paragraph, a Section or a Schedule, such reference shall be to a paragraph of, a Section of or a Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation 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". The words "hereof", "hereto", "hereby", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "or" is not exclusive. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if". The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement. For purposes of this Agreement, "Controlled Affiliate" means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, is controlled by such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (d) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The exchange of copies of this Agreement and of signature pages by facsimile or e-mail shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes. (e) Entire Agreement; No Third-Party Beneficiaries. This Agreem

General Provisions from Underwriting Agreement

The Company has entered into that certain Asset Purchase Agreement, dated as of June 11, 2016 (as amended, the "Acquisition Agreement"), with HS Infusion Holdings, Inc., a Delaware corporation (the "Target"), certain subsidiaries of the Target and HomeChoice Partners, Inc., a Delaware corporation, pursuant to which the Company agreed to acquire (the "Acquisition") substantially all of assets of the Target. The Offered Shares are being issued and sold as part of a financing of the Acquisition.

General Provisions. 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. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

General Provisions from Underwriting Agreement

Introductory. Gladstone Land Corporation, a Maryland corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule A hereto (the Underwriters) an aggregate of 900,000 shares (the Shares) of its Common Stock, par value $0.001 per share (the Common Stock). The Company is the indirect general partner of Gladstone Land Limited Partnership (the Operating Partnership), a Delaware limited partnership that serves as the Companys primary operating partnership subsidiary. The 900,000 Shares to be sold by the Company are called the Firm Shares. In addition, the Company has agreed to sell to the Underwriters, subject to the terms and conditions stated herein, up to an additional 135,000 Shares to cover the over-allotment by the Underwriters, if any. The additional 135,000 Shares to be sold by the Company pursuant to such over-allotment option are collectively called the Optional Shares. The Firm Shares and, if and to the extent such over-allotment option is ex

General Provisions. 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. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

General Provisions from Indenture

INDENTURE, dated as of October 19, 2015, by and among RFT 2015-FL1 ISSUER, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer"), RFT 2015-FL1 CO-ISSUER, LLC, a limited liability company formed under the laws of Delaware (the "Co-Issuer"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Trustee"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication agent, custodian and backup advancing agent (in all of the foregoing capacities, together with its permitted successors and assigns, the "Note Administrator"), and REALTY FINANCE OPERATING PARTNERSHIP, L.P. (including any successor by merger, "RFT Operating Partnership"), a Delaware limited partnership, as advancing agent (herein, together with its permitted successors and assigns in t

General Provisions. The Notes to be issued on the Closing Date shall be executed by the Issuer and the Co-Issuer upon compliance with Section 3.2 and shall be delivered to the Authenticating Agent for authentication and thereupon the same shall be authenticated and delivered by the Authenticating Agent upon Issuer Request. The Issuer shall cause the following items to be delivered to the Trustee on or prior to the Closing Date: