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Controlling Provisions
Controlling Provisions contract clause examples
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General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement 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 Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Nothing contained in the Plan will prevent the Company or any of its Affiliates from adopting or continuing in effect other compensation arrangements (subject to shareholder approval if such approval is required by TSX) and such arrangements may be either generally applicable or applicable only in specific cases.

Allocation of claims against the Company. The parties acknowledge and agree that Buyer’s insurance policies do not provide coverage for claims against the Company that relate to the period prior to Closing, and Seller’s insurance policies will not cover claims against the Company that relate to the period after Closing. With the exception of the Retreat Lawsuit, any claims, causes of action, suits, losses, or demands asserted against the Company that relate to the period prior to Closing shall be the responsibility of Seller, including, without limitation, with respect to the Injury Allegation, and any claims, causes of action, suits, losses, or demands asserted against the Company that relate to the period after Closing shall be the responsibility of Buyer. Buyer shall be responsible for resolving the Retreat Lawsuit, including responsibility for all fees, costs and expenses relating thereto, that are incurred or arise after Closing.

Conflicting Provisions. This Section shall supersede any provisions in [Section 2.13 or 10.01]1] to the contrary.

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

Exculpatory Provisions. Subject to clause (b)(ii) hereof further limiting the liability of the Roll-Up Notes Agent, neither the Roll-Up Notes Agent nor

FINANCIAL PROVISIONS. In consideration of the rights granted by Abmuno to Arcus hereunder, and of the performance of technology transfer-related services under this Agreement, Arcus agrees to make the following payments:

Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not:

Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy

Plan Administrative Committee Actions – The actions of such committee shall be determined by the vote or other affirmative expression of a majority of its members. Either the chairperson or the secretary may execute any certificate or other written direction on behalf of the committee. A member of the committee who is a participant shall not vote on any question relating specifically to himself. If the remaining members of the committee, by majority vote thereof, are unable to come to a determination of any such question, the named fiduciary shall appoint a substitute member who shall act as a member of the committee for the special vote.

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