Counterparts 100. Section 10.8 Entire Agreement; No Third Party Beneficiaries 100 Section 10.9 Severability 101 Section 10.10 Assignment 101 Section 10.11 Governing Law 101 Section 10.12 Enforcement; Exclusive Jurisdiction 101 Section 10.13 WAIVER OF JURY TRIAL 102 Section 10.14 No Recourse 103 Exhibit A Joinder Agreement Exhibit B Certificate of Incorporation of the Surviving Corporation AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the “Company”), and Xxxxxxxx Broadcast Group, Inc., a Maryland corporation (“Parent”). Parent and the Company and, from and after the time Xxxxxx Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a “Party” and collectively as “Parties”. R E C I T A L S WHEREAS, promptly following the execution of this Agreement (and in any event within one Business Day of the date hereof), Parent will form a new wholly-owned subsidiary of Parent (“Merger Sub”) as a Delaware corporation, and Parent will cause Merger Sub to, and Merger Sub will, execute and deliver a joinder agreement to this Agreement, in the form attached as Exhibit A, and be bound hereunder (the “Joinder Agreement”);
Counterparts 100. AMENDED AND RESTATED AGENCY AGREEMENT This agreement dated as of March 1, 2010 is between CHUMS FINANCING CORPORATION and LOCAL AUTHORITY SERVICES LIMITED as Agent and ELIGIBLE INVESTORS
Counterparts 100. Section 16.9 Applicable Law; Forum, Venue and Jurisdiction 100 Section 16.10 Invalidity of Provisions 101 Section 16.11 Consent of Partners 101 Section 16.12 Facsimile Signatures 101 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LP THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LP dated as of May 14, 2014, is entered into by and between PBF Logistics GP LLC, a Delaware limited liability company, as the General Partner, and PBF Energy Company LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Counterparts 100. Section 16.9 Applicable Law; Forum, Venue and Jurisdiction; Waiver of Trial by Jury 101 Section 16.10 Invalidity of Provisions 102 Section 16.11 Consent of Partners 102 Section 16.12 Facsimile Signatures 102 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORESIGHT ENERGY LP THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORESIGHT ENERGY LP dated as of June 23, 2014, is entered into by and between Foresight Energy GP LLC, a Delaware limited liability company, as the General Partner, and Foresight Reserves LP, a Delaware limited partnership, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Counterparts 100. Section 11.2. Governing Law; Jurisdiction and Forum; Waiver of Jury Trial 100 Section 11.3. Entire Agreement; Third Party Beneficiaries 101 Section 11.4. Expenses 101 Section 11.5. Notices 102 Section 11.6. Successors and Assigns 103 Section 11.7. Headings; Definitions 103 Section 11.8. Amendments and Waivers 103 Section 11.9. Severability 103 Section 11.10. Specific Performance 104 Exhibits Exhibit A — Form of New Alkermes Shareholder’s Agreement BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER THIS BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of May 9, 2011, is by and among Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356) whose registered address is Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx (“Elan”), Antler Science Two Limited, a private limited company incorporated in Ireland (registered number 498284) whose registered address is 00/00 Xxxxx Xxxx Xxxx, Xxxxxx 0, Xxxxxxx and which, immediately prior to the Closing, shall be a wholly owned indirect subsidiary of Elan (“New Alkermes”), Elan Science Four Limited, a private limited company incorporated in Ireland (registered number 476691) whose registered address is Monksland, Athlone Co., Westmeath, Ireland, and which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of New Alkermes (“Holdco”), EDT Pharma Holdings Limited, a private limited company incorporated in Ireland (registered number 448848) whose registered address is 00/00 Xxxxx Xxxx Xxxx, Xxxxxx 0, Xxxxxxx and which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of Holdco (“Interco”), EDT US Holdco Inc., a Delaware corporation which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of Interco (“U.S. Holdco”), Antler Acquisition Corp., a Pennsylvania corporation and direct wholly owned subsidiary of U.S. Holdco (“Merger Sub”), and Alkermes, Inc., a Pennsylvania corporation (“Alkermes”). Elan, New Alkermes, Holdco, Interco, U.S. Holdco and Merger Sub, collectively, may be referred to herein as the “Elan Parties” and each of them, individually, as an “Elan Party” and, together with Alkermes, the “Parties” and each and any of them individually a “Party”.
Counterparts 100. Section 16.9 Applicable Law; Forum, Venue and Jurisdiction 100 Section 16.10 Invalidity of Provisions 101 Section 16.11 Consent of Partners 102 Section 16.12 Facsimile and Email Signatures 102 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUXXXXX XARTNERS LP This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUXXXXX XARTNERS LP dated as of August 31, 2015, is entered into by and between Sanchez Produxxxxx Xartners GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Counterparts 100. Section 16.09 Applicable Law; Forum; Venue and Jurisdiction; Attorneys’ Fee; Waiver of Trial by Jury 100 Section 16.10 Invalidity of Provisions 101 Section 16.11 Consent of Partners 102 Section 16.12 Facsimile and Email Signatures 102 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP, dated as of January 3, 2018, is entered into by and between CNX MIDSTREAM GP LLC, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
