Contract in Entirety Sample Clauses

Contract in Entirety. This Agreement (including the exhibits, amendments and addenda hereto which are incorporated herein by this reference) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement.
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Contract in Entirety. This Agreement supersedes all prior agreements and all contemporaneous agreements not required or contemplated hereby, whether oral or written, and all representations, warranties, negotiations, undertakings and understandings of and between the parties with respect to the same subject and is the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, supplemented or amended except by a writing signed by an authorized representative of each of the parties.
Contract in Entirety. 23.1 This Agreement sets forth the full and complete agreement of the Parties as to the Work, but shall alter, amend or change the Ground Lease or any other commercial agreement between the Parties except as specifically provided herein.
Contract in Entirety. The term Agreement as used herein is intended to include all exhibits, addenda, schedules and amendments hereto. This Agreement supersedes all prior agreements and all contemporaneous agreements between the parties relating to TRV Services, whether oral or written, and all representations, warranties, undertakings and understandings of and between the parties with respect to the same subject, and is the entire Agreement of the parties as to such subject. This Agreement may not be modified or amended except by a writing executed by both parties.
Contract in Entirety. This Agreement sets forth the entire understanding and agreement between FIRM Systems and Subscriber and may be modified only by a written amendment executed by both parties. SUBSCRIBER FEES: There are no Subscription fees or monthly support fees. Monthly billing will be processed for services rendered.
Contract in Entirety. This agreement sets forth the entire understanding and agreement between DIOGENES LLC and Client and supersedes any prior or contemporaneous oral or written Agreements or representations. In order to remain in compliance with laws and regulations govening consumer-reporting agencies, DIOGENES LLC may make modifications to this Agreement from time to time. The Client may be notified of these modifications via electronic messages when accessing DIOGENES LLC's system. Client's use of DIOGENES LLC services after the date specified in the communication will be construed as your agreement and implied consent to these modifications.
Contract in Entirety. This Agreement constitutes the entire and only agreement between the parties hereto in respect to the subject matters hereof and supercedes and cancels any prior agreements. No amendment or change hereof or addition hereto shall be effective or binding upon any of the parties hereto unless reduced in writing and executed by the respective duly authorized representatives of all of the-parties hereto.
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Contract in Entirety. 23.1 This Agreement sets forth the full and complete agreement of the Parties as to the Work, but shall not alter, amend, or change the Transportation Services Agreement or any other commercial agreement between the Parties.
Contract in Entirety. DIR Contract No. DIR- TSO-3937 and this Agreement (including the exhibits, amendments and addenda hereto which are incorporated herein by this reference), sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either Party relating thereto. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement.

Related to Contract in Entirety

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Contract in Force As of the Closing Date (or the applicable Subsequent Transfer Date in the case of Subsequent Contracts), no Contract has been satisfied or subordinated in whole or in part or rescinded, and the related Motorcycle securing any Contract has not been released from the lien of the Contract in whole or in part.

  • Retention or Repurchase of Assets Essential to Receiver (a) The Receiver may refuse to sell to the Assuming Institution, or the Assuming Institution agrees, at the request of the Receiver set forth in a written notice to the Assuming Institution, to assign, transfer, convey, and deliver to the Receiver all of the Assuming Institution's right, title and interest in and to, any Asset or asset essential to the Receiver as determined by the Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto), which may include any Asset or asset that the Receiver determines to be:

  • Termination of Non-Permitted Liens In the event that Borrower or any of its Subsidiaries shall become aware or be notified by the Lenders of the existence of any outstanding Lien against any Property of Borrower or any of its Subsidiaries, which Lien is not a Permitted Lien, Borrower shall use its best efforts to promptly terminate or cause the termination of such Lien.

  • No Management of Assets by Custodian The Custodian performs only the services of a custodian and shall have no responsibility for the management, investment or reinvestment of the Securities or other assets from time to time owned by any Fund. The Custodian is not a selling agent for Shares of any Fund and performance of its duties as custodian shall not be deemed to be a recommendation to any Fund's depositors or others of Shares of the Fund as an investment. The Custodian shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

  • Substantial or Total Destruction If the Property is substantially or totally destroyed by any cause whatsoever (i.e., the damage to the Property is greater than partial damage as described in Section 7.01), and regardless of whether Landlord receives any insurance proceeds, this Lease shall terminate as of the date the destruction occurred. Notwithstanding the preceding sentence, if the Property can be rebuilt within six (6) months after the date of destruction, Landlord may elect to rebuild the Property at Landlord's own expense, in which case this Lease shall remain in full force and effect. Landlord shall notify Tenant of such election within thirty (30) days after Tenant's notice of the occurrence of total or substantial destruction. If Landlord so elects, Landlord shall rebuild the Property at Landlord's sole expense, except that if the destruction was caused by an act or omission of Tenant, Tenant shall pay Landlord the difference between the actual cost of rebuilding and any insurance proceeds received by Landlord.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

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