Entire Agreement and Other Agreements Sample Clauses

Entire Agreement and Other Agreements. Appendix D of this Agreement is the complete statement of the terms and conditions between AB&T and Customer with respect to the Wire Transfer Service and supersedes any prior agreement(s) between AB&T and Customer with respect to Wire Transfer Service. In addition to Appendix D of this Agreement, Customer is also subject to other Account Agreements that it has with AB&T. The terms and conditions of Appendix D of this Agreement apply exclusively to the subject matter of Appendix D of this Agreement. No course of dealing between AB&T and Customer will constitute a modification of Appendix D of this Agreement or constitute an agreement between AB&T and Customer regardless of whatever practices and procedures AB&T and Customer may use. From time to time AB&T may amend any of the terms and conditions contained in Appendix D of this Agreement. Such amendments shall become effective upon five (5) Business Days prior written notice to Customer or such later date as may be stated herein or in AB&T’s notice to Customer.
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Entire Agreement and Other Agreements. Appendix C of this Agreement is the complete statement of the terms and conditions between AB&T and Customer with respect to ACH Origination service and supersedes any prior agreement(s) between AB&T and Customer with respect to ACH Origination. In addition to Appendix C of this Agreement, Customer is also subject to other Account Agreements that it has with AB&T. The terms and conditions of Appendix C of this Agreement apply exclusively to the subject matter of Appendix C of this Agreement. No course of dealing between AB&T and Customer will constitute a modification of Appendix C of this Agreement or constitute an agreement between AB&T and Customer regardless of whatever practices and procedures AB&T and Customer may use. From time to time AB&T may amend any of the terms and conditions contained in Appendix C of this Agreement. Such amendments shall become effective upon five (5) Business Days prior written notice to Customer or such later date as may be stated herein or in AB&T’s notice to Customer. The terms and conditions (hereinafter referred to as “Appendix D”) govern all Wire Transfer Requests originated by Customer and received by AB&T through the Transmit Wire functionality within Business Digital Banking. Based on the terms and conditions herein, the parties agree to the following:
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Entire Agreement and Other Agreements. This Agreement, including all Exhibits attached hereto, which are hereby incorporated herein by reference, sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and all prior or contemporaneous understandings or agreements, whether written or oral, between the Parties with respect to such subject matter, including but not limited to the Mutual Non-Disclosure Agreement and Terms of Agreement, are hereby superseded in their entirety from and after the Effective Date. However, the OVAMED XXXX License and the OVAMED CORONADO Agreements and all other agreements entered into between only two of the Parties of this Agreement or between Parties of this Agreement and Third Parties shall remain unaffected and, except as specifically set forth herein, no term of this Agreement shall alter any term of such other agreements.
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Entire Agreement and Other Agreements. 18.1 This Agreement between the Bank, Master Merchant and the Merchant constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements, written or oral, between the parties with respect to the subject matter hereof. Provided, however, that the Merchants' Agreement and the Master Merchant Agreement also govern the relationship between the parties. 18.2 The Merchants' Agreement shall not have terms that are inconsistent or conflict with the terms of this Agreement or the Master Merchant Agreement and the Bank may require that any such inconsistent or conflicting terms be removed from the Merchants' Agreement. Whether or not inconsistent or conflicting terms are removed from the Merchants' Agreement, the terms of this Agreement and the Master Merchant Agreement shall prevail over any inconsistent or conflicting provisions contained in the Merchants' Agreement. 18.3 The Merchants' Agreement shall not violate any applicable laws, regulations, judgments or orders, Visa regulations and without limiting the foregoing, the parties hereto shall comply with all applicable laws and regulations relating to any person's right of privacy. 18.4 The Bank may request from time to time and the Merchant shall comply with any request by the Bank to review and obtain copies of the Merchants' Agreement.
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Entire Agreement and Other Agreements. A. This Lease and the instrument setting forth the Commencement Date and the Expiration Date pursuant to Paragraph 2, contain the entire agreement of the parties hereto and no representations, inducements, promises or agreements, oral or otherwise, between the Landlord and Tenant not embodied herein, shall be of any force or effect.
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Entire Agreement and Other Agreements. This Lease contains the entire agreement of the parties hereto and no representations, inducements, promises or agreements, oral or otherwise, between the Landlord and Tenant not embodied herein, shall be of any force or effect. Any agreement hereafter made between Landlord and Tenant shall be ineffective to modify, release or otherwise affect this Lease, in whole or in part, unless such agreement is in writing and signed by the party against whom said agreement is sought to be enforced.
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Related to Entire Agreement and Other Agreements

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Entire Agreement and Amendments This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.

  • Entire Agreement; Amendments This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Supersedes Other Agreements This Agreement supersedes all prior investment advisory, management, and/or administration agreements in effect between the Fund and the Adviser.

  • Entire Agreement and Amendment This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter. This Agreement may be amended only by a written document signed by both parties to this Agreement.

  • Entire Agreement; Amendment This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Entire Agreement and Waiver This Agreement constitutes the entire agreement and understanding between and among the Parties concerning the matters set forth herein. This Agreement may not be amended or modified except by another written instrument signed by the Parties. Any failure of a Party to exercise or enforce its rights under this Agreement shall not act as a waiver of subsequent breaches.

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