Common use of Entire Agreement; Assignment Clause in Contracts

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Trizec Properties Inc), Agreement and Plan of Merger (New Plan Excel Realty Trust Inc), Agreement and Plan of Merger (Trizec Properties Inc)

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Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement Agreement, the Disclosure Schedules and the Disclosure ScheduleExhibits hereto, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Darwin Professional Underwriters Inc), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)

Entire Agreement; Assignment. (a) This Agreement, Agreement (including the Company Disclosure Schedule) together with the Confidentiality Agreement and the Disclosure Schedule, constitute constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Square D Co), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp)

Entire Agreement; Assignment. This Agreement (including the schedules and annexes to this Agreement, together with the Confidentiality Agreement and the Disclosure Schedule, constitute ) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, hereof and supersede supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties, or any of them, such parties with respect to the subject matter hereof. This Agreement shall not be assigned by the Stockholder (whether pursuant to a merger, by operation of law Law or otherwise)) without the prior written consent of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Voting Agreement (Verso Paper Corp.), Voting Agreement (NewPage Holdings Inc.)

Entire Agreement; Assignment. This AgreementAgreement (including the Company Disclosure Schedule and the Parent Disclosure Schedule), together with the Confidentiality Agreement and the Disclosure ScheduleAgreement, constitute the entire agreement among the parties Parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the partiesParties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by any Party by operation of law or otherwise)otherwise without the express written consent of each of the other Parties.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC), Agreement and Plan of Merger (Center Trust Inc)

Entire Agreement; Assignment. This Agreement, together with including the Confidentiality Agreement Disclosure Schedules and the Disclosure ScheduleExhibits attached hereto, constitute (i) constitutes the entire agreement among the parties Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement (ii) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Plato Learning Inc), 1 Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Wasatch Interactive Learning Corp)

Entire Agreement; Assignment. This AgreementAgreement (including the Company Disclosure Schedule and all Exhibits, together with Annexes and other Schedules), the Transaction Documents and the Confidentiality Agreement and the Disclosure Schedule, (a) constitute the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement (b) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sito Mobile, Ltd.), Agreement and Plan of Merger (Carpenter Technology Corp), Agreement and Plan of Merger (Carpenter Technology Corp)

Entire Agreement; Assignment. This Agreement, together with Agreement (including the Exhibits hereto and the Company Disclosure Schedule) and the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereofhereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)otherwise without the prior written consent of each of the other parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jekogian Iii Nickolas W), Agreement and Plan of Merger (Wilshire Enterprises Inc)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and including the Disclosure ScheduleSchedule and Confidentiality Agreement, constitute (i) constitutes the entire agreement among the parties Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement (ii) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 2 contracts

Samples: Stockholder Agreement (Unify Corp), Stockholder Agreement (Axs One Inc)

Entire Agreement; Assignment. This Agreement, together with including the Confidentiality Agreement Schedules and the Disclosure ScheduleExhibits hereto, constitute constitutes the entire agreement among the parties with respect to the subject matter hereof, hereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This , except that the Confidentiality Agreement shall not remain in full force and effect. Neither this Agreement nor any of any party’s rights or obligations hereunder shall be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ARBINET Corp), Agreement and Plan of Merger (Primus Telecommunications Group Inc)

Entire Agreement; Assignment. This AgreementAgreement (including the Schedules and other documents and instruments referred to herein), together with the Confidentiality Agreement and the Disclosure ScheduleAgreement, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties, parties or any of them, with respect to the subject matter hereof. This Agreement is not intended to confer upon any person not a party hereto any rights or remedies hereunder. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 2 contracts

Samples: Iii Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Andrew Corp)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Company Disclosure Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (assigned, whether pursuant to a merger, by operation of law or otherwise).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Semiconductor Corp), Agreement and Plan of Merger (Texas Instruments Inc)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Disclosure ScheduleSchedules, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cutter & Buck Inc), Agreement and Plan of Merger (Dendrite International Inc)

Entire Agreement; Assignment. This Agreement, together with including the ---------------------------- Disclosure Schedule and Confidentiality Agreement and the Disclosure ScheduleAgreement, constitute (i) constitutes the entire agreement among the parties Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement (ii) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)

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Entire Agreement; Assignment. This AgreementAgreement (including any exhibits hereto), together with the Company Disclosure Schedule and the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise)otherwise without the prior written consent of each of the other parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Integral Systems Inc /Md/), Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and Agreement, the Disclosure ScheduleSchedules and Annex I, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Accredited Home Lenders Holding Co)

Entire Agreement; Assignment. (a) This Agreement, together with Agreement (including the Company Disclosure Schedule and the Parent Disclosure Schedule) and the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement among between the parties hereto with respect to the subject matter hereof and supersede all other prior and contemporaneous agreements and understandings both written and oral between the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smith International Inc)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement among the parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Highland Hospitality Corp)

Entire Agreement; Assignment. (a) This Agreement, together with Agreement (including the Company Disclosure Schedule) and the Confidentiality Agreement and the Disclosure Schedule, constitute the entire agreement agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infocus Corp)

Entire Agreement; Assignment. This AgreementAgreement (including the Exhibits hereto), together with the Company Disclosure Schedule, the Financing Commitments, the Confidentiality Agreement and the Disclosure Schedule, Guarantees constitute the entire agreement among the parties with respect to the subject matter hereof, hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)otherwise without the prior written consent of each of the other parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primedia Inc)

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Disclosure Schedule, constitute constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersede supersedes all prior agreements and undertakingsundertakings (other than the Confidentiality Letters), both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).. SECTION 9.8

Appears in 1 contract

Samples: Agreement and Plan of Merger and Recapitalization (Wheels Mergerco LLC)

Entire Agreement; Assignment. This Agreement, together with the Disclosure Schedule, the Confidentiality Agreement and the Disclosure ScheduleEquity Commitment Letter, constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise). The parties agree that the Confidentiality Agreement shall terminate as of the Effective Time and shall have no further force or effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pomeroy It Solutions Inc)

Entire Agreement; Assignment. This Agreement, together with including all Schedules and Exhibits attached hereto, and the Confidentiality Agreement and the Disclosure Schedule, (i) constitute the entire agreement among between the parties with respect to the subject matter hereof, hereof and thereof and supersede all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties, parties or any of them, them with respect to the subject matter hereof. This Agreement hereof and thereof, and (ii) shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise).

Appears in 1 contract

Samples: Agreement of Merger (Noland Co)

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