Common use of Entire Agreement and Severability Clause in Contracts

Entire Agreement and Severability. 29.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Agreement and, in particular, the Initial Agreement. Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud. All Schedules and Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement. In the event of any inconsistency between any such Schedules or Exhibits and this Agreement, the terms of this Agreement shall govern. 29.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by Applicable Law and if the rights or obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement, (b) all other provisions of this Agreement shall remain in full force and effect, and (c) the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Law and achieves, as nearly as possible, the original intention of the Parties. To the fullest extent permitted by Applicable Law, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect.

Appears in 3 contracts

Samples: Product Commercialisation and Supply Agreement (Gw Pharmaceuticals PLC), Product Commercialisation and Supply Agreement (Gw Pharmaceuticals PLC), Product Commercialisation and Supply Agreement (Gw Pharmaceuticals PLC)

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Entire Agreement and Severability. 29.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Agreement and, in particular, the Initial Agreement. Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud. All Schedules and Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement. In the event of any inconsistency between any such Schedules or Exhibits and this Agreement, the terms of this Agreement shall govern. 29.2 . If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by Applicable Law and if the rights or obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement, ; (b) all other provisions of this Agreement shall remain in full force and effect, ; and (c) the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Law and achieves, as nearly as possible, the original intention of the Parties. To the fullest extent permitted by Applicable Law, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect. This Agreement is written and executed in the English language. Any translation into any other language shall not be an official version of this Agreement and in the event of any conflict in interpretation between the English version and such translation, the English version shall prevail. Any amendment or modification of this Agreement must be in writing and signed by authorised representatives of both Parties.

Appears in 3 contracts

Samples: Asset Purchase and License Agreement, Asset Purchase and License Agreement, Asset Purchase and License Agreement

Entire Agreement and Severability. 29.1 8.1. This Agreement constitutes Amendment and the Original Agreement, as amended by this Amendment, constitute the entire agreement between the Parties Assignee Licensor, the Assignor Licensor and Licensee with respect to the subject matter of this Agreementthereof. This Agreement Amendment supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Agreement and, in particular, the Initial AgreementAmendment. Each Party of the parties hereto confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this AgreementAmendment. Nothing in this Agreement Amendment is intended to limit or exclude any liability for fraud. 8.2. All Schedules and Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement. In the event of any inconsistency between any such Schedules or Exhibits and this The Original Agreement, as amended by this Amendment, is hereby ratified by the terms of this Agreement parties hereto and as so amended shall governcontinue in full force and effect. 29.2 8.3. If any provision of this Agreement Amendment is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by Applicable Law Laws and if the rights or obligations of any Party the parties hereto will not be materially and adversely affected: (a) such provision will be given no effect by the Parties parties hereto and shall not form part of this AgreementAmendment, (b) all other provisions of this Agreement Amendment shall remain in full force and effect, and (c) the Parties parties hereto shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Law Laws and achieves, as nearly as possible, the original intention of the Partiesparties hereto. To the fullest extent permitted by Applicable LawLaws, the Parties parties hereto waive any provision of law that would render any provision in of this Agreement Amendment invalid, illegal or unenforceable in any respect.

Appears in 2 contracts

Samples: License Agreement, License Agreement (Salix Pharmaceuticals LTD)

Entire Agreement and Severability. 29.1 23.1 This Agreement Agreement, including the Schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Agreement and, in particular, the Initial Agreement. Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud. All Schedules and Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement. In the event of any inconsistency between any such Schedules or Exhibits and this Agreement, the terms of this Agreement shall govern. 29.2 23.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by Applicable Law and if the rights or obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement, ; (b) all other provisions of this Agreement shall remain in full force and effect, ; and (c) the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Law and achieves, as nearly as possible, the original intention of the Parties. To the fullest extent permitted by Applicable Law, the Parties waive any provision of law Applicable Law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect.

Appears in 2 contracts

Samples: License Agreement (Ovid Therapeutics Inc.), License Agreement (Ovid Therapeutics Inc.)

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Entire Agreement and Severability. 29.1 23.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Agreement and, in particular, the Initial Agreement. Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud. All Schedules and Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement. In the event of any inconsistency between any such Schedules or Exhibits and this Agreement, the terms of this Agreement shall govern. 29.2 23.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by Applicable Law Legal Requirement and if the rights or obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement, (b) all other provisions of this Agreement shall remain in full force and effect, and (c) the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Law Legal Requirement and achieves, as nearly as possible, the original intention of the Parties. To the fullest extent permitted by Applicable LawLegal Requirement, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect.

Appears in 1 contract

Samples: License and Commercialisation Agreement (Biotie Therapies Corp.)

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