Common use of Entire Agreement and Modification Clause in Contracts

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 16 contracts

Samples: Asset Purchase Agreement (cbdMD, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Hooker Furniture Corp)

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Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate.

Appears in 10 contracts

Samples: Purchase Agreement (Med-Cannabis Pharma, Inc.), Purchase Agreement (SW China Imports, Inc.), Purchase Agreement (Specialty Contractors, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate. In the event of a conflict between the terms of this Agreement and the Merger Agreement, the terms of the Merger Agreement shall control.

Appears in 10 contracts

Samples: Merger Agreement (Ensco International Inc), Voting Agreement (Ensco International Inc), Voting Agreement (Chiles Offshore Inc/New/)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may be not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendmentAmendment.

Appears in 8 contracts

Samples: Stock Subscription Agreement (Protection One Alarm Monitoring Inc), Stock Subscription Agreement (Western Resources Inc /Ks), Share Exchange Agreement (Guardian International Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Viva International Inc), Asset Purchase Agreement (Jordan 1 Holdings Co), Asset Purchase Agreement (Onelink Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 7 contracts

Samples: Agreement and Plan of Reorganization (Transit Group Inc), Stock Purchase Agreement (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)

Entire Agreement and Modification. This Agreement supersedes all --------------------------------- prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 6 contracts

Samples: Merger Agreement (Weber Dean), Merger Agreement (One Voice Technologies Inc), Stock Purchase Agreement (Polyphase Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter the Letter of intent and any confidentiality agreement Intent between Buyer and SellerSellers dated August 4, 1999) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Venturi Technologies Inc), Stock Purchase Agreement (Venturi Technologies Inc), Stock Purchase Agreement (Venturi Technologies Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether oral or written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Level20 Inc.), Asset Purchase Agreement (Power 3 Medical Products Inc), Asset Purchase Agreement (Advanced Bio/Chem Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with Party against whose interest the amendmentmodification will operate.

Appears in 4 contracts

Samples: Services Agreement (SciPlay Corp), License Agreement (SciPlay Corp), License Agreement (SciPlay Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer Buyer, on the one hand, and SellerSeller or Company, on the other hand) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Share Purchase Agreement (Franklin Towers Enterprises Inc), Stock Purchase Agreement (Star Energy Corp), Share Purchase Agreement (Pay88)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer Buyer, on the one hand, and SellerSeller or Company, on the other hand) and constitutes (along with the Disclosure Letterschedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 3 contracts

Samples: Share Exchange Agreement (SFH I Acquisition Corp), Share Exchange Agreement (SFH I Acquisition Corp), Share Exchange Agreement (SFH I Acquisition Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Widepoint Corp), Acquisition Agreement (Zaldiva Inc), Asset Purchase Agreement (Acambis PLC)

Entire Agreement and Modification. This Except as set forth herein, this Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent matter, including, without limitation, the Commitment Letter, the Amended Commitment Letter, the Term Sheet and any confidentiality agreement between Buyer and Seller) the Amended Term Sheet and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Magellan Health Services Inc), Stock Purchase Agreement (Magellan Health Services Inc), Stock Purchase Agreement (Magellan Health Services Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Knowles Electronics Holdings Inc), Stock Purchase Agreement (Internet Initiative Japan Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreementsagreements between the parties hereto, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) matter, and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Stock Exchange Agreement (Allergy Immuno Technologies Inc), Stock Exchange Agreement (Winwin Gaming Inc), Stock Exchange Agreement (Winwin Gaming Inc)

Entire Agreement and Modification. This Agreement Agreeme nt supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter the Letter of intent and any confidentiality agreement Intent between Buyer and SellerSellers dated , 199 ) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter the Letter of intent and any confidentiality agreement between Buyer and SellerIntent) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Integrated Orthopedics Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 3 contracts

Samples: Stock Exchange Agreement (American Pulp Exchange Inc), Membership Interest Purchase Agreement (Penthouse International Inc), Membership Interest Purchase Agreement (Healthcare Investors of America Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer Buyer, on the one hand, and SellerSellers or Company, on the other hand) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Star Energy Corp), Stock Purchase Agreement (Sockeye Seafood Group Inc), Stock Purchase Agreement (Dubrovskaya Olga Amuofyevna)

Entire Agreement and Modification. This Agreement supersedes all prior agreementsagreements (other than the Confidentiality Agreement), whether written or oral, between or among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between among the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the each party to be charged with the amendmenthereto.

Appears in 3 contracts

Samples: Merger Agreement (Brooks Automation Inc), Merger Agreement (Brooks-Pri Automation Inc), Merger Agreement (Atmi Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject mattermatter hereof. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Gladstone Energy Inc), Purchase and Sale Agreement (Gladstone Energy Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter Letter of intent and any confidentiality agreement Intent between Buyer and Seller) the parties), and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendmentboth parties.

Appears in 2 contracts

Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp), LLC Ownership Interest Purchase Agreement (Vystar Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by Purchaser, Seller and the party to be charged with the amendmentIndemnification Escrow Agent.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Asset Purchase Agreement (LMP Automotive Holdings, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, agreements (whether written oral or oral, between in writing) by and among the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject mattermatter and is not intended to confer any rights or remedies upon any Person other than the Parties. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendmentBuyer and Sellers.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Strategic Environmental & Energy Resources, Inc.), Equity Purchase Agreement (Strategic Environmental & Energy Resources, Inc.)

Entire Agreement and Modification. This Agreement supersedes and the other Transaction Documents supersede all prior agreements, whether written or oral, agreements (other than the Confidentiality Agreement) between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) matter, and constitutes (along with the Disclosure LetterConfidentiality Agreement, Exhibits the Transaction Documents and the other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Compass Diversified Holdings)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by signed on behalf of each of the party to be charged with the amendmentparties hereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (By&c Management Inc), Asset Purchase Agreement (By&c Management Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence between TOG and any confidentiality agreement between Buyer Sellers and SellerTOG and Acquired Companies) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matter, except for that certain Confidentiality Agreement dated August 15, 2005 and subsequent Modification One (the “Confidentiality Agreement”), which shall survive until Closing. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 2 contracts

Samples: Stock Purchase Agreement (O'Gara Group, Inc.), Stock Purchase Agreement (O'Gara Group, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits Confidentiality Agreement and other the documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Anixter International Inc), Asset Purchase Agreement (Pentacon Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendmentPurchaser, Seller and Escrow Agent.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CNL Healthcare Properties II, Inc.), Stock Purchase Agreement (Florida Gaming Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this AgreementAgree- ment) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendmentBuyer, Seller and Escrow Agent.

Appears in 2 contracts

Samples: Noncompetition, Nondisclosure and Nonsolicitation Agreement, Noncompetition, Nondisclosure and Nonsolicitation Agreement

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether oral or written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) as a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter, except that until the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Platinum Entertainment Inc), Purchase and Sale Agreement (K Tel International Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence between TOG and any confidentiality agreement between Buyer SELLERS and SellerTOG and Acquired Companies) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by all the party parties to be charged with the amendmentthis Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (O'Gara Group, Inc.), Stock Purchase Agreement (O'Gara Group, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including other than any letter of intent and any confidentiality agreement between Buyer and SellerConfidentiality Agreement) and constitutes (along with the Disclosure Letter, Exhibits documents referred to in this Agreement and other documents delivered pursuant to this any Confidentiality Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 2 contracts

Samples: Merger Agreement (JLK Direct Distribution Inc), Merger Agreement (JLK Direct Distribution Inc)

Entire Agreement and Modification. This Agreement supersedes and the ancillary documents hereto supersede all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ascendant Solutions Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and SellerAmarin) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amarin Corp Plc\uk)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between or among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure LetterSchedule, Exhibits Exhibits, and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer JKP Sub and SellerBizarre) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Option, Purchase and Exclusive License Agreement (Jill Kelly Productions Holding, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any the letter of intent and any confidentiality agreement between Buyer and Sellerdated July 20, 2007 and, upon the Closing, the Confidentiality Agreement) and constitutes (along with the Disclosure Letter, Exhibits exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by in a written agreement writing executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clinical Data Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Sellerthe Parties) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Mutual Release and Settlement Agreement (Amcon Distributing Co)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether verbal or written or oral, agreements between the parties with respect to its subject matter (including any letter the Letter of intent and any confidentiality agreement Intent between Buyer and SellerSellers dated May 2, 2000) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter, and there are no other verbal or written agreements or understandings with respect to the terms hereof. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venturi Technologies Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter Letter of intent and any confidentiality agreement Intent between the Buyer and Sellerthe Shareholders) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Merger Agreement (Master Graphics Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether oral or written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) as a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Platinum Entertainment Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Selleramong Buyer, Seller and/or the Company) and constitutes (along with the Disclosure LetterSchedule, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Share Purchase Agreement (Aerosonic Corp /De/)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and SellerSellers) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by each of the party to be charged with the amendmentparties hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter the Letter of intent and any confidentiality agreement between Buyer and Seller) Intent and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with against whose interest the amendmentmodification will operate.

Appears in 1 contract

Samples: Share Purchase Agreement (Trend Mining Co)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Rosebud Holding LLC)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Sellerintent) and constitutes (along with the Disclosure Letter, Exhibits other Transaction Documents and other documents delivered pursuant to this the Nondisclosure Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Luna Innovations Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement excluding the Confidentiality Agreement, as Amended by the First Amendment to Letter Agreement between Buyer and SellerSellers dated October 25, 2004) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between agreements among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Selleror term sheet previously signed by the parties) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interwave Communications International LTD)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits Exhibits, Sellers Closing Documents, Buyer Closing Documents and other documents delivered pursuant to this Agreement) a contains the complete agreement among the Parties hereto and exclusive statement of the terms of the agreement supersede any prior understandings, agreements or representations by or between the parties with respect Parties, written or oral, which may have related to its the subject mattermatter hereof in any way. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pc Tel Inc)

Entire Agreement and Modification. This Other than the Purchase Agreement (which supplements the terms and provisions of this Agreement), this Agreement supersedes all prior agreements, whether written or oral, between or among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this relevant provisions of the Purchase Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the such amendment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Interline Brands, Inc./De)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties (other than the Confidentiality Agreement) with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by Investors, in the party event that Investors are to be charged with the amendment or by each Shareholder, in the event that the Shareholders are to be charged with the amendment.

Appears in 1 contract

Samples: Inducement Agreement (Loews Cineplex Entertainment Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (matter, including any letter of intent and any confidentiality agreement between Buyer and Seller) the Letter, and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock and Partnership Interest Purchase Agreement (Ambi Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between or among the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentParties.

Appears in 1 contract

Samples: Escrow Agreement (Globalstar, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement, including the Bill xx Sale and the Note) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Suiza Foods Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits documents referred to in this Agreement and other documents delivered pursuant to this Agreementany agreements executed contemporaneously herewith) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Courier Corp)

Entire Agreement and Modification. This Agreement supersedes and all of the documents referred to in this Agreement supersede all prior agreements, whether written or oral, between agreements among the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, supplemented or otherwise modified except by in a written agreement document executed by the party to be charged with Party against whose interest the amendmentmodification will operate.

Appears in 1 contract

Samples: Joint Venture Agreement (Matador Acquisition CORP)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and/or AMCON and Seller) and constitutes (along with the Disclosure LetterAppendices, Schedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amcon Distributing Co)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and and, post-Closing, any confidentiality agreement between Buyer and SellerSellers) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Schawk Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by signed on behalf of each of the party to be charged with the amendmentparties hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brightcube Inc)

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Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (other than the Confidentiality Agreement but specifically including any letter the Letter of intent and any confidentiality agreement between Buyer and Seller) Intent and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hemacare Corp /Ca/)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) Agreement a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party Party to be charged with the amendment. Each of Sellers and the Company agree that consummation of the Closing shall automatically terminate and render null and void the Stockholders Agreement, including all of their respective rights and claims thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Techteam Global Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence, written and any confidentiality agreement between Buyer oral among Purchaser, Merger Sub and Seller) the Company and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between among the parties with respect to its subject matter. This Agreement may not be amended, supplementednor may any provision hereof or default hereunder be waived, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentamendment or waiver.

Appears in 1 contract

Samples: Merger Agreement (Accufacts Pre Employment Screening Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter, except as expressly agreed in any writing dated as of the date of this Agreement or in a later writing which expressly refers to this Agreement. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Contribution and Merger Agreement (Suiza Foods Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence, written and any confidentiality agreement between Buyer oral among Ocean, and Seller) the Company and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between among the parties with respect to its subject matter. This Agreement may not be amended, supplementednor may any provision hereof or default hereunder be waived, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentamendment or waiver.

Appears in 1 contract

Samples: Securities Exchange Agreement (Ocean West Holding Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits letter agreement identified in and other documents delivered pursuant to this Agreementas modified by Section 10.3) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Merger Agreement (Depuy Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between or among the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between among the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the each party to be charged with the amendmenthereto.

Appears in 1 contract

Samples: Merger Agreement (Atmi Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter the non-binding Letter of intent and any confidentiality agreement Intent between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramtron International Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) matter, and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (WMF Group LTD)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter Letter of intent and any confidentiality agreement Intent between Buyer and SellerSellers) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this AgreementAgree- ment) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplementedsup- plemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: General Provisions

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer PACIFIC and SellerPRB) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Pharmaceutical Product License and Distribution Agreement (Bi-Optic Ventures Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter the Letter of intent Intent between Buyer and any Seller dated December 21, 2004 but excluding the confidentiality agreement between Buyer and Sellerthe Parties) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Team Financial Inc /Ks)

Entire Agreement and Modification. This Agreement supersedes all prior agreementsagreements between the parties hereto, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) matter, and constitutes (along with the Disclosure LetterExhibits, Exhibits Schedules and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Share Exchange Agreement (Stealth Medialabs Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence, written and any confidentiality agreement between Buyer oral among WWBU, and Seller) VERDANT and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between among the parties with respect to its subject matter. This Agreement may not be amended, supplementednor may any provision hereof or default hereunder be waived, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentamendment or waiver.

Appears in 1 contract

Samples: Securities Exchange Agreement (Winwheel Bullion Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letterdocuments referred to in, Exhibits and other documents delivered pursuant to or executed in connection with, this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 1 contract

Samples: Purchase Agreement (Global Power Equipment Group Inc/)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure LetterSchedule, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lam Research Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplementednor may compliance with any condition set forth herein be waived, or otherwise modified except by a written agreement executed by each Party hereto, or in the party to be charged with case of a waiver, the amendmentParty waiving compliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tri State Outdoor Media Group Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) Agreement a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Techteam Global Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence, written and any confidentiality agreement between Buyer oral among Parent, Merger Sub and Seller) the Company and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between among the parties with respect to its subject matter. This Agreement may not be amended, supplementednor may any provision hereof or default hereunder be waived, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentamendment or waiver.

Appears in 1 contract

Samples: Merger Agreement (Accufacts Pre Employment Screening Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter the Letter of intent and any confidentiality agreement Intent between Buyer and SellerSeller dated January 19, 1998) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with Buyer and Seller, and in the amendmentevent of a waiver, by the waiving party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Sellerintent) and constitutes (along with the Disclosure Letter, Exhibits Transaction Documents and other documents delivered pursuant to this the Nondisclosure Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreementsoral and written communications, whether written or oralinformation, disclosures, bid documents, and agreements between the parties with respect to its subject matter (including any letter of intent memoranda, draft term sheets and any confidentiality agreement between Buyer and Sellercorrespondence relating thereto) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this AgreementTransaction Documents) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Able Energy Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letterdocuments referred to in, Exhibits and other documents delivered pursuant to or executed in connection with, this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party Party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Outdoor Systems Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of interest or letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between among the parties Parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendmentParties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Servotronics Inc /De/)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer Xxxxxxx and SellerSpartan) and constitutes (along with the letter agreement regarding confidentiality dated October 29, 2002, the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spartan Stores Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties hereto with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Pharmaceuticals Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer IIS and SellerK2 Digital) and constitutes (along with the Disclosure Letter, Exhibits Schedules and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Master Transaction Agreement (K2 Digital Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties (other than the Confidentiality Agreement) with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by Buyers, in the party event Buyers are to be charged with the amendment or by each Shareholder, in the event the Shareholders are to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Loews Cineplex Entertainment Corp)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement correspondence between TOG or Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (O'Gara Group, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Sellerthe Confidentiality Agreement) and constitutes (along with the Seller Disclosure LetterSchedules, the Buyer Disclosure Schedules, the Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stewart & Stevenson Funding Corp.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer any of IIS, GNI, Shareholder and SellerAnchor) and constitutes (along with the Disclosure Letter, Exhibits Schedules and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Master Transaction Agreement (Integrated Information Systems Inc)

Entire Agreement and Modification. This Except as set forth in Section 1 hereof, this Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Rescission and Reformation Agreement (Emcon)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of Exhibit 10(a) the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nexgen Biofuels LTD)

Entire Agreement and Modification. This Agreement supersedes all prior and contemporaneous agreements, whether written or oral, between the parties Parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure LetterSchedules, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by each of the party to be charged with the amendmentParties.

Appears in 1 contract

Samples: Merger Agreement (Noble International LTD)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Sellerany one or more of the Sellers) and constitutes (along with the Seller Disclosure Letter, the Buyer Disclosure Letter, the Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stewart & Stevenson Services Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits Confidentiality Agreement and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venturi Partners Inc)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent correspondence between TOG and any confidentiality agreement between Buyer Shareholder and SellerTOG and Acquired Companies) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Merger Agreement (O'Gara Group, Inc.)

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, agreements between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement correspondence between Buyer and SellerSellers) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant referred to in this Agreement) a complete and exclusive statement of the terms of the entire agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified amended except by a written agreement executed by the party to be charged with the amendment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ogara Co /Oh/)

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