Common use of Entire Agreement, Assignment, etc Clause in Contracts

Entire Agreement, Assignment, etc. This Agreement, which hereby incorporates the Disclosure Schedule and the Tender Agreement, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder. This Agreement supersedes all prior agreements and understanding of the parties with respect to the subject matter hereof. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and (except for Indemnified Parties) no other person shall have any right, benefit or obligation under this Agreement as a third party beneficiary or otherwise. Neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto, except that the Parent shall have the right to assign the rights of the Purchaser to any other (directly or indirectly) wholly-owned subsidiary of the Parent without the prior written consent of the Company, provided that the Parent shall remain fully responsible for and shall cause such subsidiary to duly and timely perform, all obligations of the Purchaser hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sears Roebuck & Co), Agreement and Plan of Merger (Maxserv Inc)

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Entire Agreement, Assignment, etc. This Agreement, which hereby incorporates the Company Disclosure Schedule Letter, the Parent Disclosure Letter, the Confidentiality Agreement and the Shareholder Tender AgreementAgreements, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and, except for Section 6.11 and 6.12, is not intended to confer upon any other person any rights or remedies hereunder. This Agreement supersedes all prior agreements and understanding of the parties with respect to the subject matter hereofhereof other than the Confidentiality Agreement. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and (except for Indemnified Parties) no other person shall have any right, benefit or obligation under this Agreement as a third party beneficiary or otherwise. Neither but neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto, hereto except that the Parent shall have the right to assign the rights of the Purchaser to any other (directly or indirectly) wholly-owned subsidiary of the Parent without the prior written consent of the Company, provided that the Parent shall remain fully responsible for and shall cause such subsidiary to duly and timely perform, all obligations of the Purchaser hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Griffin Technology Inc), Agreement and Plan of Merger (Diebold Inc)

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Entire Agreement, Assignment, etc. This Agreement, which hereby incorporates including the Disclosure Schedule and the Tender Agreementexhibits hereto, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder. This Agreement supersedes all prior agreements and understanding of the parties with respect to the subject matter hereof. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and (except for Indemnified Parties) no other person shall have any right, benefit or obligation under this Agreement as a third party beneficiary or otherwise. Neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto, except that the Parent Purchaser shall have the right to assign the its rights of the Purchaser to any other (directly or indirectly) wholly-wholly owned subsidiary of the Parent Purchaser without the prior written consent of the Company, provided that the Parent Purchaser shall remain fully responsible for and shall cause such subsidiary to duly and timely perform, all of Purchaser's obligations of the Purchaser hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DLZ Corp)

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