The incorporation of exhibits clause specifies that all exhibits, attachments, or annexes referenced in a contract are considered integral parts of the agreement, having the same binding effect as if they were fully included in the main document. This clause ensures that any additional documentation accompanying the contract is recognized and enforceable under the terms of the contract.
Incorporation of Exhibits by Reference The descriptions or discussions of the Juvenescence Note and the Security Agreement in this Form 8-K (this “Report”) are summaries only and do not purport to be complete statements of the terms and conditions of those agreements or instruments, and each is qualified in all respects by reference to the full text of the applicable agreement or instrument filed as an Exhibit to this Report, which Exhibits are incorporated by reference into this Report.
Incorporation of Exhibits. The exhibits attached hereto are incorporated herein and made a part of this Amendment as if set forth herein in full.
Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
Incorporation of Exhibits and SOW. The SOW attached hereto, referencing this Agreement, is an integral part of this Agreement and are incorporated into this Agreement by reference. In the event of conflict between the Agreement and the SOW, the terms of the SOW shall control.
Incorporation of Exhibits. Any Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.
Incorporation of Exhibits and Schedules. Any Statements of Work, Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. Entire Agreement. The Parties acknowledge that this Agreement sets forth the entire Agreement and understanding, commitment and undertaking (oral or written) of the Parties as to the subject matter hereof. Each Party acknowledges that in deciding to enter into this Agreement and to consummate the transactions contemplated hereby it has not relied upon any statements, promises or representations, written or oral, express or implied, other than those explicitly set forth in this Agreement. This Agreement may be amended only by a written document signed by authorized representatives of both Parties.
Incorporation of Exhibits by Reference The foregoing descriptions of the Merger Agreement, the AgeX Support Agreement, the Serina Support Agreements and the Lock-Up Agreements (collectively, the “Merger Transaction Agreements”), and the foregoing description of the Side Letter are summaries only, do not purport to be complete and are qualified in their entirety by reference to those agreements, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, and 10.5 respectively, to this Current Report on Form 8-K and incorporated herein by reference. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each of AgeX and Serina in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Transaction Agreements were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Transaction Agreements should not be relied upon as characterizations of the actual state of facts about AgeX or Serina.
Incorporation of exhibits refers to the practice of including external documents or additional materials as part of a main document by referring to them within the text. This often occurs in legal contracts where supplementary materials, such as technical specifications, detailed schedules, or terms and conditions, are added without explicitly detailing them in the body of the main contract. By incorporating exhibits, both parties acknowledge and agree that these materials are legally binding components of the contract.
You should use incorporation of exhibits when you want to include detailed information that is crucial to a contract but too cumbersome to include directly within the main body of the document. Common reasons include:
To incorporate exhibits in a document, you should clearly reference the external material in the main body and ensure that it is attached or otherwise provided in a manner agreed by all parties. Here is a general approach:
Identify the Exhibit: Clearly label each exhibit (e.g., “Exhibit A”, “Schedule 1”) and ensure it is attached or made available in a recognizable way.
Reference in the Contract: Integrate a clause within the contract that specifies the incorporation of the exhibits. For example:
“The specifications detailed in Exhibit A are hereby incorporated into and made a part of this agreement as if fully set forth herein.”
Ensure Consistency: Ensure exhibits are consistently referenced throughout the contract and are aligned with any related terms.
Execution and Attachments: Make sure that all parties have access to and acknowledge these exhibits as part of the contract execution process.
Incorporation of exhibits is common in various types of contracts across many industries. Some typical examples include:
Corporate Contracts: Shareholder agreements, bylaws, or acquisition agreements often utilize exhibits to include financial statements or valuations.
Real Estate Agreements: Leases or purchase agreements may incorporate floor plans, property descriptions, or inspection reports as exhibits.
Construction Contracts: These frequently include project timelines, material lists, and blueprints as exhibits.
Technology Agreements: Software licenses, service level agreements, or vendor contracts may incorporate technical requirements, service specifications, or support terms.
Using exhibits allows for more precise and comprehensive agreements by providing necessary details without overwhelming the contract’s primary text.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Incorporation of Recitals" clause specifies that the introductory statements (recitals) of a contract are fully integrated into the body of the agreement, making them legally binding and enforceable. This ensures the context and intentions outlined in the recitals are considered as part of the contractual obligations of the parties involved.
An indefinite term clause allows a contract to remain in effect without a set expiration date, continuing until one or both parties choose to terminate it under the conditions specified within the agreement. This type of clause is often used in contracts where the duration of the collaboration is uncertain or intended to persist as long as mutually beneficial.
The Indemnification and Hold Harmless clause requires one party to compensate the other party for any losses, damages, or liabilities arising from specific events or actions. It also ensures that the indemnified party is protected from any legal claims or damages related to the indemnifying party's actions or negligence.
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