Common use of Counterparts; Entire Agreement Clause in Contracts

Counterparts; Entire Agreement. (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, each of which shall be considered one and the same agreement, and shall become effective when each counterpart has been signed by each of the Parties and delivered to the other Party. (b) This Agreement, the Ancillary Agreements and the Exhibit and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. Except with respect to tax matters, in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement, the terms and conditions of this Agreement (including amendments hereto) shall control.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (Myriad Pharmaceuticals, Inc.), Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.)

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Counterparts; Entire Agreement. (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, each of which shall be considered one and the same agreement, and shall become effective when each counterpart has been signed by each of the Parties and delivered to the other Party. (b) This Agreement, the Ancillary Agreements and the Exhibit Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. Except with respect to tax matters, in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement, the terms and conditions of this Agreement (including amendments hereto) shall control.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (Efactor Holdings Inc), Separation and Distribution Agreement (Efactor Holdings Inc), Separation and Distribution Agreement (SpeechFX Inc)

Counterparts; Entire Agreement. (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, each of which shall be considered one and the same agreement, and shall become effective when each counterpart has been signed by each of the Parties and delivered to the other Party. (b) This Agreement, the Ancillary Agreements and the Exhibit and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. Except with respect to tax matters, in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement, the terms and conditions of this Agreement (including amendments hereto) shall control.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Parametric Sound Corp), Separation and Distribution Agreement (LRAD Corp), Separation and Distribution Agreement (Parametric Sound Corp)

Counterparts; Entire Agreement. (a) This Agreement and each Ancillary Agreement may be executed and delivered (including by facsimile transmission) in one two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be considered deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when each counterpart has been signed by each of the Parties and delivered to the other Party. (b) This Agreement, the Ancillary Agreements and the Exhibit and Schedules schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. Except with respect to tax matters, in In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement, the terms and conditions of this Agreement (including amendments hereto) shall control.

Appears in 2 contracts

Samples: Separation Agreement (Symmetry Surgical Inc.), Separation Agreement (Symmetry Medical Inc.)

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Counterparts; Entire Agreement. (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, each of which shall be considered one and the same agreement, and shall become effective when each counterpart has been signed by each of the Parties and delivered to the other Party. (b) This Agreement, the Ancillary Agreements and the Exhibit and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. Except with respect to tax matters, in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement, the terms and conditions of this the Ancillary Agreement (including amendments hereto) shall control.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Furiex Pharmaceuticals, Inc.), Separation and Distribution Agreement (Furiex Pharmaceuticals, Inc.)

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