AUTHORITY; GOVERNING LAW; COUNTERPARTS; INTEGRATION Sample Clauses

AUTHORITY; GOVERNING LAW; COUNTERPARTS; INTEGRATION. Each of Acquirer and Debtor represents and acknowledges that it has the power and authoritx xx xnter into this letter. This letter will be governed by and construed under the internal laws of the State of California, without reference to principles of conflict of laws or choice of laws. This letter may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute the same agreement. This letter and the agreements referred to herein together constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and may only be amended by the parties hereto pursuant to an instrument in writing signed on behalf of each of the parties hereto. Acquirer and Debtor knowingly, voluntarily and intentionally waive any rights eithxx xxx have to a trial by jury in respect of any litigation based hereon, or arising out of or in connection with, this letter and the LOI and any other course of conduct, course of dealing, statements (whether oral or written) or actions of the Acquirer or Debtor in connection therewith. In no event shall Acquirer or Debtor be liable for consequential, special indirect or punitive damages in connection with the Transaction or with Acquirer's deliver of this letter or LOI. Please indicate your acceptance of the terms of this letter by signing below and returning by fax an executed copy of this letter to Acquirer. ACQUIRER Perfect Commerce, Inc. By: Name: Kevin Surace Title: Chixx Xxxxxxxxe Officer The foregoing letter is agreed to and accepted effective as of the date set forth below. DEBTOR PurchasePro.com, Inc. By: Name: Title: EXHIBIT A Letter of Intent The following Letter of Intent ("LOI") outlines the parties' current thinking for the principal terms for the proposed acquisition (the "Transaction") of certain of Debtor's assets by Acquirer. This LOI is not intended to create any rxxxxx in favor of axx xxxxx, any liability on the part of any party, or any obligation (including any obligation to consummate the Transaction or to continue discussions, negotiations or pursuit of Court approval with respect to the Transaction) on the part of any party, with respect to any matter. The terms contained herein have not been agreed to by any party and are not binding on any party.
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Related to AUTHORITY; GOVERNING LAW; COUNTERPARTS; INTEGRATION

  • Counterparts; Integration This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

  • Counterparts; Governing Law This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws.

  • Counterparts; Integration; Effectiveness This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

  • Governing Law; Counterparts (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

  • Governing Law; Severability; Counterparts This Agreement shall be construed in accordance with the laws of the State of Delaware, and the applicable provisions of the 1940 Act. To the extent that applicable law of the State of Delaware, or any of the provisions herein, conflict with applicable provisions of the 1940 Act, the latter shall control. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

  • Execution in Counterparts; Integration This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to the subject matter hereof.

  • Execution in Counterparts; Severability; Integration This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement, the other Transaction Documents and any agreements or letters (including fee letters) executed in connection herewith contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

  • Counterparts; Interpretation This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, and this Agreement contains the sole and entire agreement among the parties with respect to the matters covered hereby. All Schedules hereto shall be deemed a part of this Agreement. This Agreement shall not be altered or amended except by an instrument in writing signed by or on behalf of all of the parties hereto. No ambiguity in any provision hereof shall be construed against a party by reason of the fact it was drafted by such party or its counsel. For purposes of this Agreement: "herein", "hereby", "hereunder", "herewith", "hereafter" and "hereinafter" refer to this Agreement in its entirety, and not to any particular subsection or paragraph. References to "including" means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties hereto any rights or remedies under or by reason of this Agreement.

  • Severability; Counterparts This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Counterparts; Integration; Effectiveness; Electronic Execution (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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