Common use of Assignment, Waiver, Entire Agreement, Severability Clause in Contracts

Assignment, Waiver, Entire Agreement, Severability. Seller shall not assign or delegate any of its rights or obligations under this Contract without the prior written consent of Xxxxxx. If Xxxxxx consents to Seller's subcontracting of any of Seller's duties under this Contract, Seller will insure that the subcontractor agrees to be bound by all the terms and conditions of the Contract. Xxxxxx may assign the Contract or any part of it to any person, firm or company without notice to Seller. Xxxxxx may terminate this Contract upon written notice to Seller without any further liability to Seller if there is a change of control of Seller. The Contract constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior oral or written representations or agreements by the parties with respect to the subject matter of this Contract. Except as authorized in Section 1, neither the Contract nor any of its provisions may be modified, amended or waived, whether orally, through the parties' course of performance, course of dealing or course of conduct, or manifested in any other way, unless in writing and signed by authorized representatives of both parties. It is the express intention of the parties that such requirement for written modifications, amendments or waivers be strictly enforced notwithstanding judicial president or statutory provisions to the contrary. Any provision found invalid or unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent enforceable. The failure of Xxxxxx to insist in any one or more instances, upon the performance of the Contract or the failure of Xxxxxx to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not effect Xxxxxx'x right to insist on strict performance and compliance with regard to any future performance of the Contract.

Appears in 4 contracts

Samples: Terms and Conditions of Purchase, www.fabricote.com, www.fennerprecision.com

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Assignment, Waiver, Entire Agreement, Severability. Seller Neither party shall not assign or delegate any of its rights or obligations under this Contract without the prior written consent of Xxxxxx. If Xxxxxx consents to Seller's subcontracting of any of Seller's duties under this Contractthe other party, Seller will insure which such consent shall not be unreasonably withheld, except that the subcontractor agrees to be bound by all the terms and conditions of the Contract. Xxxxxx either party may assign or delegate its rights or obligations hereunder to an Affiliate without the Contract other party’s consent. As used herein, the term “Affiliate” shall mean any entity that directly, or any part of it to any personindirectly through one or more intermediaries, firm controls or company without notice to Selleris controlled by, or is under common control with the entity specified. Xxxxxx CDI may terminate this Contract upon written notice to Seller without any further liability to Seller if there is a change of control of Seller, which shall mean any acquisition of substantially all of Seller’s assets, or the acquisition of 30% or more ownership in Seller’s company by a third party. The Contract constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior oral or written representations representations, communications, or agreements by the parties with respect to the subject matter of this Contract. Except as authorized in Section 1, neither the Contract nor any of its provisions may be modified, amended or waived, whether orally, through the parties' course of performance, course of dealing or course of conduct, or manifested in any other way, unless in writing and signed by authorized representatives of both parties. It is the express intention of the parties that such requirement for written modifications, amendments or waivers be strictly enforced notwithstanding judicial president or statutory provisions to the contrary. Any provision found invalid or unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent enforceable. The failure of Xxxxxx CDI to insist in any one or more instances, upon the performance of the Contract or the failure of Xxxxxx CDI to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not effect Xxxxxx'x affect CDI’s right to insist on strict performance and compliance with regard to any future performance of the Contract.

Appears in 1 contract

Samples: 8943767.fs1.hubspotusercontent-na1.net

Assignment, Waiver, Entire Agreement, Severability. Seller shall not assign or delegate any of its rights or obligations under this Contract without the prior written consent of Xxxxxx. If Xxxxxx consents to Seller's subcontracting of any of Seller's duties under this Contract, Seller will insure that the subcontractor agrees to be bound by all the terms and conditions of the Contract. Xxxxxx may assign the Contract or any part of it to any person, firm or company without notice to Seller. Xxxxxx may terminate this Contract upon written notice to Seller without any further liability to Seller if there is a change of control of Seller. , which shall mean any acquisition of substantially all of Seller’s assets, or the acquisition of 30% or more ownership in Seller’s company by a third party.. The Contract constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior oral or written representations representations, communications, or agreements by the parties with respect to the subject matter of this Contract. Except as authorized in Section 1, neither the Contract nor any of its provisions may be modified, amended or waived, whether orally, through the parties' course of performance, course of dealing or course of conduct, or manifested in any other way, unless in writing and signed by authorized representatives of both parties. It is the express intention of the parties that such requirement for written modifications, amendments or waivers be strictly enforced notwithstanding judicial president or statutory provisions to the contrary. Any provision found invalid or unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent enforceable. The failure of Xxxxxx to insist in any one or more instances, upon the performance of the Contract or the failure of Xxxxxx to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not effect Xxxxxx'x right to insist on strict performance and compliance with regard to any future performance of the Contract.

Appears in 1 contract

Samples: Terms and Conditions of Purchase

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Assignment, Waiver, Entire Agreement, Severability. Seller shall not assign or delegate any of its rights or obligations under this Contract without the prior written consent of Xxxxxx. If Xxxxxx consents to Seller's subcontracting of any of Seller's duties under this Contract, Seller will insure ensure that the subcontractor agrees to be bound by all the terms and conditions of the Contract. Xxxxxx may assign the Contract or any part of it to any person, firm or company without notice to Seller. Xxxxxx may terminate this Contract upon written notice to Seller without any further liability to Seller if there is a change of control of Seller. The Contract constitutes the entire agreement between the parties with respect to its subject matter, matter and supersedes all prior oral or written representations or agreements by the parties with respect to the subject matter of this Contract. Except as authorized in Section 1, neither the Contract nor any of its provisions may be modified, amended or waived, whether orally, through the parties' course of performance, course of dealing or course of conduct, or manifested in any other way, unless in writing and signed by authorized representatives of both parties. It is the express intention of the parties that such requirement for written modifications, amendments or waivers be strictly enforced notwithstanding judicial president or statutory provisions to the contrary. Any provision found invalid or unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent enforceable. The failure of Xxxxxx to insist in any one or more instances, upon the performance of the Contract or the failure of Xxxxxx to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not effect affect Xxxxxx'x right to insist on strict performance and compliance with regard to any future performance of the Contract.

Appears in 1 contract

Samples: www.fabricote.com

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