Common use of Miscellaneous and General Clause in Contracts

Miscellaneous and General. Section 7.1 Survival 61 Section 7.2 Modification or Amendment 61 Section 7.3 Waiver of Conditions 61 Section 7.4 Counterparts 62 Section 7.5 Governing Law and Venue; Waiver of Jury Trial 62 Section 7.6 Disclosure Letters 63 Section 7.7 Notices 63 Section 7.8 Entire Agreement 64 Section 7.9 No Third-Party Beneficiaries 64 Section 7.10 Obligations of NYSE Euronext, NASDAQ OMX and ICE; Action by the Parents 64 Section 7.11 Transfer Taxes 65 Section 7.12 Definitions 65 Section 7.13 Severability 65 Section 7.14 Interpretation; Construction 65 Section 7.15 Assignment 66 Section 7.16 Specific Performance 66 Annex I – Internal Reorganization Annex II – Certificate of Incorporation of Surviving Corporation Annex III – Bylaws of Surviving Corporation Annex IV – Certificate of Incorporation of ICE Newco Annex V – Bylaws of ICE Newco Annex VI – Initial Officers of ICE Newco and Initial Members of the ICE Newco Board Annex VII – Defined Terms Schedule I – Other Antitrust or Compeitition Law Filings Schedule II – Knowledge of NYSE Euronext Schedule III – Knowledge of NASDAQ OMX Schedule IV – Knowledge of ICE AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [ ], 2011, is by and among NYSE Euronext, a Delaware corporation (“NYSE Euronext”), The NASDAQ OMX Group, Inc., a Delaware corporation (“NASDAQ OMX”), IntercontinentalExchange, Inc., a Delaware corporation (“ICE”, and together with NASDAQ OMX, the “Parents”), and [MERGER SUB], a newly-formed Delaware corporation all of the capital stock of which is owned by NASDAQ OMX and ICE (“Merger Sub”). NYSE Euronext, NASDAQ OMX, ICE and Merger Sub are referred to collectively herein as the “Parties” and each individually as a “Party”.

Miscellaneous and General. Section 7.1 8.1 Survival 61 Section 7.2 Modification or Amendment 61 Section 7.3 73 8.2 Entire Agreements; Amendment; Waiver of Conditions 61 Section 7.4 73 8.3 Expenses 74 8.4 Counterparts 62 Section 7.5 74 8.5 Governing Law and Venue74 8.6 Specific Performance 74 8.7 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial 62 Section 7.6 Disclosure Letters 63 Section 7.7 75 8.8 Notices 63 Section 7.8 Entire Agreement 64 Section 7.9 No 76 8.9 Severability 77 8.10 Assignment; Third-Party Beneficiaries 64 Section 7.10 Obligations of NYSE Euronext, NASDAQ OMX and ICE; Action by the Parents 64 Section 7.11 Transfer Taxes 65 Section 7.12 Definitions 65 Section 7.13 Severability 65 Section 7.14 78 8.11 Non-Recourse 78 8.12 Interpretation; Construction 65 Section 7.15 Assignment 66 Section 7.16 Specific Performance 66 Annex 79 EXHIBITS Exhibit A – Definitions Exhibit B – Target Companies, General Partner Entities, Evergreen Fund and Selected QIF Entities Exhibit C – Sponsor Commitments Exhibit D – Carried Interest Exhibit E – Form of Buyer Protections Order Exhibit F – Form of Sale Order Exhibit G-1 – General Partner Entity Organizational Document Amendments Exhibit G-2 – Target Company Organizational Document Amendments Exhibit H – Member Support and Consent Agreement Exhibit I – Internal Reorganization Annex II Transition Services Exhibit J – Certificate Seller Trademarks Exhibit K – Pre-Closing Restructuring Exhibit L – Fund Instrument of Incorporation of Surviving Corporation Annex III Assignment Exhibit M – Bylaws of Surviving Corporation Annex IV – Certificate of Incorporation of ICE Newco Annex V – Bylaws of ICE Newco Annex VI – Initial Officers of ICE Newco Financial Statements SCHEDULES Seller Disclosure Schedule INTEREST PURCHASE AGREEMENT THIS INTEREST PURCHASE AGREEMENT (including the Exhibits and Initial Members of the ICE Newco Board Annex VII – Defined Terms Schedule I – Other Antitrust Schedules hereto, each as amended or Compeitition Law Filings Schedule II – Knowledge of NYSE Euronext Schedule III – Knowledge of NASDAQ OMX Schedule IV – Knowledge of ICE AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (restated from time to time, this “Agreement”), dated as of [ ]May 2, 20112024 (the “Execution Date”), is made by and among NYSE Euronextbetween SVB Financial Group, a Delaware corporation (“NYSE Euronext”), The NASDAQ OMX Group, Inc., a Delaware corporation (“NASDAQ OMX”), IntercontinentalExchange, Inc., a Delaware corporation (“ICE”, and together with NASDAQ OMX, the “ParentsSeller”), and [MERGER SUB]Pinegrove Sierra HoldCo LLC, a newly-formed Delaware corporation all of limited liability company (the capital stock of which is owned by NASDAQ OMX and ICE (“Merger SubBuyer”). NYSE Euronext, NASDAQ OMX, ICE The Seller and Merger Sub the Buyer are collectively referred to collectively herein as the “Parties” and each individually as a “Party.”.

Miscellaneous and General. Section 7.1 Survival 61 Section 7.2 Modification or Amendment 61 Section 7.3 Waiver of Conditions 61 Section 7.4 Counterparts 62 Section 7.5 Governing Law and Venue8.1 Amendment; Waiver of Jury Trial 62 92 Section 7.6 Disclosure Letters 63 8.2 Expenses 93 Section 7.7 8.3 Counterparts 93 Section 8.4 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE 93 Section 8.5 Notices 63 95 Section 7.8 8.6 Entire Agreement 64 96 Section 7.9 8.7 No Third-Party Beneficiaries 64 97 Section 7.10 Obligations of NYSE Euronext, NASDAQ OMX and ICE; Action by the Parents 64 8.8 Severability 97 Section 7.11 Transfer Taxes 65 Section 7.12 Definitions 65 Section 7.13 Severability 65 Section 7.14 8.9 Interpretation; Construction 65 97 Section 7.15 8.10 Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege 99 Section 8.11 Successors and Assigns 101 Section 8.12 Fulfillment of Obligations 101 Section 8.13 No-Recourse 101 Section 8.14 No Recourse Against Debt Financing Sources 102 Exhibit A: Definitions Exhibit B: Manufacturing and Supply Agreement Exhibit C: Transition Services Agreement Exhibit D: Illustrative Reference Balance Sheet Exhibit E: Accounting Principles Exhibit F: Instrument of Assignment 66 Section 7.16 Specific Performance 66 Annex I – Internal Reorganization Annex II – Certificate of Incorporation of Surviving Corporation Annex III – Bylaws of Surviving Corporation Annex IV – Certificate of Incorporation of ICE Newco Annex V – Bylaws of ICE Newco Annex VI – Initial Officers of ICE Newco Exhibit G: BOG Share Transfer Agreement Exhibit H: Intellectual Property Agreement EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (including the exhibits and Initial Members of the ICE Newco Board Annex VII – Defined Terms Schedule I – Other Antitrust schedules hereto, each as amended or Compeitition Law Filings Schedule II – Knowledge of NYSE Euronext Schedule III – Knowledge of NASDAQ OMX Schedule IV – Knowledge of ICE AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (restated from time to time, this “Agreement”), dated as of [ ]May 8, 20112023 (the “Execution Date”), is made by and among NYSE EuronextBamboo US BidCo LLC, a Delaware corporation limited liability company (“NYSE EuronextBPS Buyer”), The NASDAQ OMX GroupBlitz 23-317 GmbH (future: Bamboo BidCo GmbH), a German limited liability company with registered office in Munich, and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 283818 (“BOG Buyer” and together with BPS Buyer, the “Buyers”), Xxxxxx International Inc., a Delaware corporation (“NASDAQ OMXSeller Parent”), IntercontinentalExchange, Inc.Xxxxxx Healthcare Corporation, a Delaware corporation (“ICEBPS Seller”), and together with NASDAQ OMXXxxxxx Deutschland Holding GmbH, the a German limited liability company (“ParentsBOG Seller 1”), and [MERGER SUB]Gambro Dialysatoren GmbH, a newly-formed Delaware corporation all of the capital stock of which is owned by NASDAQ OMX and ICE German limited liability company (“Merger SubBOG Seller 2” and, together with BOG Seller 1, “BOG Sellers” and, collectively with BPS Seller and Seller Parent, “Sellers” and each, a “Seller”). NYSE Euronext, NASDAQ OMX, ICE Buyer and Merger Sub Sellers are sometimes referred to collectively herein as the “Parties” and each individually as a “Party”” and collectively as the “Parties.” Except as otherwise indicated herein, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A.