Entire Agreement; Amendments; Conflicts Sample Clauses

Entire Agreement; Amendments; Conflicts. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents and proposals, oral or written, between the parties with respect thereto. Any amendment or modification to this Agreement shall not be valid unless such amendment or modification (i) is in writing and signed by the parties and (ii) references this Agreement.

Entire Agreement; Amendments; Conflicts. This Agreement constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. This Agreement may not be modified or amended except by a written instrument executed by both parties. All Software and related services licensed or purchased, as applicable, by Customer under this Agreement will be subject to the terms and conditions of this Agreement. With the exception of order quantities and Subscription Fees, any terms or conditions appearing on the face or reverse side of any purchase order, acknowledgment, or confirmation that are different from or in addition to those specified in this Agreement will not be binding on the Parties, even if signed and returned, unless both Parties agree in a separate writing to be bound by such different or additional terms and conditions. In the event of any conflict between the terms of this Agreement and any Sales Order, the following order of precedence will apply: (a) the Agreement, and (b) the applicable Sales Order.

Entire Agreement; Amendments; Conflicts. 11.9.1 This Agreement, together with all Schedules and attachments hereto, and the other Transaction Documents, constitutes the entire agreement between the Parties hereto and shall supersede and take the place of any and all agreements, documents, minutes of meetings, or letters concerning the subject matter hereof that may, prior to the Effective Date, be in existence. This Agreement may only be amended by a statement in writing to that effect signed by duly authorized representatives of Organon and Merck. 11.9.2 The intent of this Agreement is to include items necessary for the proper execution and completion of the performance under this Agreement. The documents comprised by this Agreement are complementary, and what is required by any one shall be as binding as if required by all. 11.9.3 Except as set forth in Section 3.10 or as otherwise set forth in Section 11.9.4, in the event of any conflict or inconsistency between the terms of the Separation and Distribution Agreement (or any other agreements entered into between Merck Parent (or any of its Affiliates) and Organon (or any of its Affiliates) in connection with the Separation) and the terms of this Agreement, the terms of this Agreement shall govern with respect to the subject matter hereof. 11.9.4 A number of local country agreements have been or are being entered into prior to or on the Effective Date between the Parties and their respective Affiliates with respect to the provision of Services in anticipation of the Separation, including Interim Services Agreements, Interim Operating Agreements, Deferred Market Agreements, Schedule 4 of this Agreement and other local agreements with respect to Services (each, a “Local Services Agreement”). The integration of such Local Services Agreements and this Agreement are addressed in this Section 11.9.4: (i) This Agreement shall supersede each Interim Services Agreement with respect to the provision of Services performed pursuant to such Interim Services Agreement. To the extent there are any inconsistencies between this Agreement and any Interim Services Agreement relating to such Services, this Agreement shall control. (ii) To the extent that there are any inconsistencies between this Agreement and any Interim Operating Agreement, or to the extent that an Interim Operating Agreement expressly states that such Interim Operating Agreement controls, the Interim Operating Agreement shall control. In particular, the appointment of a Party or its Affiliate as...

Entire Agreement; Amendments; Conflicts. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by a written agreement signed by the parties hereto. To the extent any term or other provision of any other indenture, agreement or instrument by which any party hereto is bound conflicts with this Agreement, this Agreement shall have precedence over such conflicting term or provision.

Entire Agreement; Amendments; Conflicts. This Agreement (including the exhibits attached hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents and proposals, oral or written, between the parties with respect thereto. Any amendment or modification to this Agreement shall not be valid unless such amendment or modification (i) is in writing and signed by authorized representatives of both parties and (ii) references this Agreement. The terms and conditions of the exhibits are integral parts of this Agreement and are fully incorporated herein by this reference.

Entire Agreement; Amendments; Conflicts. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by a written agreement signed by the Company, SeaChange and the holders of at least two-thirds (2/3) of the Shares held by the Shareholders and the Optionholders (assuming for such purpose the exercise of all Options held by the Optionholders). To the extent any term or other provision of any other indenture, agreement or instrument by which any party hereto is bound conflicts with this Agreement, this Agreement shall have precedence over such conflicting term or provision. Notwithstanding anything herein to the contrary, the Company shall not issue, grant or permit the transfer of any shares of its Common Stock or Options (other than to SeaChange) unless the recipient of such shares or Options is or becomes a party to this Agreement as a Shareholder or an Optionholder (as the case may be) by signing a counterpart or instrument of adherence hereto in a form reasonably acceptable to SeaChange.

Entire Agreement; Amendments; Conflicts. This Agreement and the attached Exhibits (which are incorporated herein by this reference): (i) contain the entire agreement and understanding between the parties with respect to the subject matter hereof; and (ii) supersede all prior agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter hereof. This Agreement may be modified, supplemented, and/or amended only by a writing signed by both Executive and an authorized representative of Company. In the event of any conflict between this Agreement and any other agreement between Executive and Company, the terms of this Agreement shall control. EXECUTED as of the date set forth above. EXECUTIVE: CTS: CELLULAR TECHNICAL SERVICES COMPANY, INC. By /s/ Xxxxxxx Xxxx ----------------------------- /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxx ---------------------- ----------------------------- Signature Print Name Xxxxxxx Xxxxxx Chief Executive Officer ---------------------- ----------------------------- Print Name Title Executive's Address for Notices: CTS's Address for Notices: 0000 Xxxxx Xxxxxx X.X. 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxx 00000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxxxx Xxxxxx Attention: Legal Department Attachments: Exhibit A-Executive Incentive Compensation Plan Exhibit B-1996 Stock Option Agreement ExhibitC-Agreement Regarding Confidential Information and Property Rights EXHIBIT A TO EMPLOYMENT AGREEMENT EXECUTIVE INCENTIVE COMPENSATION PLAN This Exhibit pertains to and is made a part of that certain letter of Employment Agreement ("Employment Agreement") dated as of July 17, 1996, between CELLULAR TECHNICAL SERVICES COMPANY, INC. ("CTS") and XXXXXXX XXXXXX ("Executive").

Entire Agreement; Amendments; Conflicts. This ------------------------------------------- Agreement and the attached Exhibits (which are incorporated herein by this reference): (i) contain the entire agreement and understanding between the parties with respect to the subject matter hereof; and (ii) supersede all prior agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter hereof. This Agreement may be modified, supplemented, and/or amended only by a writing signed by both Executive and an authorized representative of Company. In the event of any conflict between this Agreement and any other agreement between Executive and Company, the terms of this Agreement shall control. EXECUTED as of the date set forth above.

Entire Agreement; Amendments; Conflicts. (a) This Agreement and the Exhibits and Schedules referred to herein and the documents delivered pursuant hereto contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or letters of intent between or among any of the parties hereto, including, without limitation, the Confidentiality Agreement. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto; provided that this Section 13.7(a), Section 13.5, Section 13.14 and Section 13.19 may not be amended in a manner adverse to any Lender without the written consent of such Lender. (b) In the event of any conflict between the terms of this Agreement and the terms any instrument of transfer in a form attached hereto as Exhibit E, Exhibit F, Exhibit F-1, Exhibit F-2 or Exhibit F-3, the terms of this Agreement shall control.

Entire Agreement; Amendments; Conflicts. This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between You and Us relating to the Services and the other matters dealt with in this Agreement.