Complete Agreement; Assignment Sample Clauses
Complete Agreement; Assignment. This Agreement, the Asset Purchase Agreement, and the agreements and instruments delivered hereunder and thereunder constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. This Agreement and the rights of the parties hereunder may not be assigned without the prior written consent of the other party hereto (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assignees, heirs and legal representatives; provided, however, that either party may assign its rights, obligations or liabilities hereunder to any party that merges with or acquires all of its stock or all or substantially all of its assets.
Complete Agreement; Assignment. This Agreement constitutes the entire understanding between the parties and replaces any and all prior agreements related to the Auction. This Agreement may not be modified or amended except in writing signed by the parties. This Agreement may not be assigned to any party without the written consent of the other parties.
Complete Agreement; Assignment. This Agreement (i) embodies the complete agreement and understanding among the Parties and, except as otherwise provided herein, supersedes and preempts any prior understandings, agreements or representations (including, without limitation, the Purchase Agreement) by or among the Parties, written or oral, that may have related to the subject matter hereof in any way and (ii) shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties and any attempted assignment without such consent shall be null and void.
Complete Agreement; Assignment. Except with regards to the Prior Confidentiality Agreements, the Legal Activities Letter Agreement, and except with regards to the provisions of the Original Agreement that, by the terms of the Original Agreement, survive the termination of the Original Agreement, it is understood and agreed between Momenta and Baxalta that this Agreement constitutes the entire agreement, both written and oral, between the Parties with respect to the subject matter hereof, and that all prior agreements respecting the subject matter hereof, whether written or oral, expressed or implied, shall be of no force or effect. No amendment or change hereof or addition hereto shall be effective or binding on either of the Parties hereto unless reduced to writing and executed by the respective duly authorized representatives of Momenta and Baxalta.
Complete Agreement; Assignment. This Agreement, the ------------------------------ Exchange Agreement and the Release constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties hereof.
Complete Agreement; Assignment. This Agreement contains the entire agreement among the Parties, and supersedes any other agreement, either oral or in writing, between the Parties. No amendment of this Agreement will be effective unless it is in writing, signed by both Parties. Notwithstanding the foregoing, We may amend this Agreement upon forty-five (45) days’ prior written notice to You, provided that no such amendment may have retroactive effect. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any subsequent breach or condition. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. We may assign this Agreement without Your consent and without notice to You. You may not assign this Agreement without Our prior written consent. Any provision of this Agreement that by its terms is intended to be implemented or otherwise have effect after the Agreement Term, including the applicable terms of Section 4.3, Section 5.1, Section 7.2, Article IX, and this Article X, will survive termination until by its terms it is no longer applicable.