ENTIRE AGREEMENT AND REMEDIES. 18.1 This Agreement and the other Transaction Documents together set out the entire agreement between the parties relating to the subject matter of this Agreement and the matters described in the other Transaction Documents and, save to the extent expressly set out in this Agreement or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.
18.2 Each party acknowledges and agrees that in entering into this Agreement and the Transaction Documents it has not relied and is not relying on, and shall have no claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made, whether by a party to this Agreement or not, whether written or oral, express or implied and whether negligently or innocently made, which is not expressly set out in this Agreement or any other Transaction Document.
18.3 Save as expressly set out in this Agreement or any other Transaction Document, the only right or remedy of any party in relation to any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision set out in this Agreement, including for the avoidance of doubt Clause 9.5, or any other Transaction Document shall be for breach of this Agreement or the relevant Transaction Document to the exclusion of all other rights and remedies (including those in tort or arising under statute) and, in respect of any breach of this Agreement, including for the avoidance of doubt, of Clause 9.5, or any Transaction Document, the only remedy shall be a claim for damages in respect of such breach. Save as expressly set out in this Agreement, no party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever at any time, whether before or after Completion, and each party waives any rights of rescission or termination it may have.
18.4 If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail (as between the parties to this Agreement and as between each Seller and any of its Affiliates on the one hand and any members of the Buyer Group on the other) unless:
(a) such other agreement expressly states that it overrides this Agreement in the relevant respect; and
(b) the Institutional Seller, the LX1 Seller, the Manag...
ENTIRE AGREEMENT AND REMEDIES. 6.1 This Agreement and any documents expressed to be entered into in connection with them, sets out the entire agreement between the Parties relating to the subject matter of this Agreement and, save to the extent expressly set out in this Agreement, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause 6 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.
6.2 The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law.
ENTIRE AGREEMENT AND REMEDIES. 15.1 This Agreement and the other Transaction Documents together set out the entire agreement between the parties relating to the Acquisition and, save to the extent expressly set out in this Agreement or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.
15.2 If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail unless:
(a) such other agreement expressly states that it overrides this Agreement in the relevant respect; and
(b) the Acquirer and the Company are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.
15.3 The rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law.
15.4 The parties acknowledge and agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms of this Agreement and that money damages alone would not be an adequate remedy for a breach of this Agreement and that each party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. Each of the parties hereto waives any defence that a remedy at law would be adequate in any action for specific performance and any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.
ENTIRE AGREEMENT AND REMEDIES. 23.1 This Agreement sets out the entire agreement between the parties relating to the subject matter herein and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises, assurances, and arrangements of any nature whatsoever, whether or not in writing, relating thereto.
23.2 This clause 23 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.
ENTIRE AGREEMENT AND REMEDIES. This Deed and the other Transaction Documents together set out the entire agreement between the parties relating to the sale and purchase of the Sale Shares and, save to the extent expressly set out in this Deed or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.
ENTIRE AGREEMENT AND REMEDIES. 10.1 This Deed and the other Transaction Documents together set out the entire agreement between the parties relating to the sale and purchase of the A Ordinary Shares and, save to the extent expressly set out in this Deed or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.
10.2 The rights, powers, privileges and remedies provided in this Deed are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.
10.3 This Deed shall automatically terminate and the Sale Transaction shall be abandoned immediately upon the termination of the BCA in accordance with the terms thereof. In the event of such termination, save where expressly stated to the contrary in this Deed, the rights and obligations of the parties hereunder shall be of no further force and effect, provided that nothing in this Clause 10.3 shall act so as to restrict the rights and liabilities of the parties in relation to a breach of this Deed prior to such termination. Furthermore, in the event of such termination, no Released Person (as such term is defined below) shall have any liability or any obligation of any nature to any Releasing Person (as such term is defined below) under this Deed. If the Completion does not take place concurrently with the Share Acquisition Closing, each Seller shall have the right to terminate all of its obligations under this Deed at any time by providing notice of such termination to Pubco.
ENTIRE AGREEMENT AND REMEDIES. These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and SMARTPAYMENTS with respect to the provision of the Payments Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other SMARTPAYMENTS or Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of SMARTPAYMENTS and our vendors and suppliers and sets forth your exclusive remedies with respect to the Payments Services and your access and use of the Payments Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity, is cumulative and concurrent, and in addition to every other right.
ENTIRE AGREEMENT AND REMEDIES. This Agreement sets out the entire agreement between the Parties relating to the subject matter hereof and, save to the extent expressly set out in this Agreement, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. Except as otherwise expressly provided herein, this Agreement and all rights and obligations hereunder are granted and become effective as of, and only as of, the Effective Date.
ENTIRE AGREEMENT AND REMEDIES. 16.1 This Agreement, the Announcement, the Confidentiality Agreement and the Inducement Fee Agreement constitute the entire agreement between the parties and supersede and replace any previous agreement, understanding, undertaking, representation, warranty or arrangement of any nature whatsoever between the parties relating to the subject matter of this Agreement.
16.2 The parties acknowledge and agree that in entering into this Agreement they have not relied on, and will have no remedy in equity, contract, tort, under the Xxxxxxxxxxxxxxxxx Xxx 0000 or otherwise in respect of, any representation other than as set out in this Agreement.
16.3 The only remedy available to the parties in respect of this Agreement is for breach of contract and, for the avoidance of doubt, neither party will have the right to rescind this Agreement for negligent or innocent misrepresentation or otherwise.
16.4 Without prejudice to any other rights that Apollo may have, BPP acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of this Agreement by BPP. Accordingly, Apollo may be entitled without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement.
16.5 Nothing in this clause will have the effect of limiting or restricting any liability of the parties arising as a result of any fraudulent misrepresentation.
16.6 Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute a partnership, association, joint venture or other co-operative entity between any of them.
ENTIRE AGREEMENT AND REMEDIES. 49.1 This Deed constitutes the entire Deed between the parties and, together with the SPA and the Investment Agreement, supersedes and extinguishes any prior drafts, deeds, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.
49.2 If there is any conflict between the terms of this Deed and any other agreement, this Deed shall prevail unless:
(a) such other agreement expressly states that it overrides this Deed in the relevant respect; and
(b) each of the affected parties is also a party to that other agreement or otherwise expressly agrees in writing that such other agreement shall override this Deed in that respect.
49.3 The rights, powers, privileges and remedies provided in this Deed are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law. Without prejudice to any other rights or remedies that a party to this Deed may have, the parties agree that damages alone may not be an adequate remedy for any breach of the terms of this Deed. Accordingly, each party may be entitled, without proof of special damages, to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Deed.
49.4 Any liability to Lux I, Lux II, GPHS, BCPI, CPLLC, CPHI, CPIHAC or CPHAC under this Deed may in whole or in part be released, compounded or compromised or any time or indulgence given by Lux I, Lux II, GPHS, BCPI, CPLLC, CPHI, CPIHAC or CPHAC in its absolute discretion as regards any of the Managers under such liability without in any way prejudicing or affecting its rights against any other or others of the Managers under the same or a like liability whether joint or several or otherwise.
