Common use of Entire Agreement; Assignment Clause in Contracts

Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and thereof, and (b) shall not be assigned by operation of Law or otherwise.

Appears in 7 contracts

Samples: Merger Agreement (Novitron International Inc), Merger Agreement (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)

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Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereof, and (b) shall not be assigned by operation of Law law or otherwiseotherwise without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.

Appears in 5 contracts

Samples: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Ovid Technologies Inc)

Entire Agreement; Assignment. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement (aAgreement) constitute constitutes the entire agreement between of the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between among the parties hereto, or any of them them, with respect to the subject matter hereof and thereof, and (b) shall hereof. This Agreement may not be assigned by any of the parties hereto by operation of Law law or otherwise.

Appears in 4 contracts

Samples: Merger Agreement (Cpi International, Inc.), Merger Agreement (Cpi International, Inc.), Merger Agreement (Comtech Telecommunications Corp /De/)

Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 4 contracts

Samples: Merger Agreement (Factory Card & Party Outlet Corp), Merger Agreement (Amscan Holdings Inc), Merger Agreement (Taqu Inc)

Entire Agreement; Assignment. This Agreement, the Confidentiality Agreement and the Confidentiality Stockholders' Agreement together (a) constitute the entire agreement between among the parties hereto with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, understandings both written and oral, between oral among the parties or any of them with respect to the subject matter hereof and thereof, and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 4 contracts

Samples: Merger Agreement (Prism Financial Corp), Merger Agreement (Prism Financial Corp), Merger Agreement (Royal Bank of Canada)

Entire Agreement; Assignment. (a) This Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement between and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and thereof, and . (b) shall not Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto (whether by operation of Law law or otherwise.) without the prior

Appears in 3 contracts

Samples: Merger Agreement (Hein Werner Corp), Merger Agreement (Snap on Pace Co), Merger Agreement (Snap on Inc)

Entire Agreement; Assignment. This Agreement (including the documents ---------------------------- and the instruments referred to herein) and the Confidentiality Agreement Agreements (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 3 contracts

Samples: Merger Agreement (Conestoga Enterprises Inc), Agreement and Plan of Merger (Conestoga Enterprises Inc), Merger Agreement (Conestoga Enterprises Inc)

Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwise, except that Parent and Purchaser may assign all or any of their rights and obligations hereunder to any affiliate of Parent, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Appears in 3 contracts

Samples: Merger Agreement (Molex Inc), Merger Agreement (Molex Inc), Merger Agreement (Woodhead Industries Inc)

Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement (a) constitute constitutes the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandingsundertakings, both written and oral, between among the parties parties, or any of them them, with respect to the subject matter hereof and thereof, and (b) hereof. This Agreement shall not be assigned by operation of Law law or otherwise, except that Purchaser may assign all or any of its rights and obligations hereunder to any affiliate of Purchaser.

Appears in 3 contracts

Samples: Merger Agreement (Franks Nursery & Crafts Inc), Merger Agreement (General Host Corp), Merger Agreement (Cyrus Acquisition Corp)

Entire Agreement; Assignment. This Agreement and Except for the Confidentiality Agreement, this Agreement (a) constitute constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwiseotherwise and (c) shall not be for the benefit of a third party.

Appears in 2 contracts

Samples: Combination Agreement (Centerpulse LTD), Combination Agreement (Smith & Nephew PLC)

Entire Agreement; Assignment. This Agreement along with each of the exhibits and schedules hereto and the Confidentiality Agreement Letter (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereof, and (b) shall may not be assigned by operation of Law law or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (Vina Technologies Inc), Merger Agreement (Vina Technologies Inc)

Entire Agreement; Assignment. This Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (Hector Communications Corp), Merger Agreement (New Ulm Telecom Inc)

Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement (a) constitute together with the Confidentiality Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall may not be assigned by a party, by operation of Law law or otherwise, without the prior written consent of the other party and (c) shall be binding upon the parties hereto and their respective successors and permitted assigns.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Pentair Inc), Stock Purchase Agreement (Falcon Building Products Inc)

Entire Agreement; Assignment. This Agreement (including the Exhibits, Schedules, and other documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them them, with respect to the subject matter hereof and thereof, hereof; and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (Aug Corp), Merger Agreement (Auction Anything Com Inc)

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Entire Agreement; Assignment. This Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement Agreements (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (D&e Communications Inc), Agreement and Plan of Merger (D&e Communications Inc)

Entire Agreement; Assignment. This Agreement (including the Exhibits, and other documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them them, with respect to the subject matter hereof and thereof, hereof; (b) are not intended to confer upon any other person any rights or remedies hereunder; and (bc) shall not be assigned by operation of Law law or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (Urohealth Systems Inc), Merger Agreement (Urohealth Systems Inc)

Entire Agreement; Assignment. This Agreement and the Confidentiality Agreement Agreement, together with the agreements and instruments attached hereto or otherwise expressly contemplated hereby, (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and thereof, and (b) shall not be assigned by operation of Law or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Rf Monolithics Inc /De/)

Entire Agreement; Assignment. This Agreement (including the Seller Disclosure Letter) and the Confidentiality Agreement (a) constitute the entire agreement between the parties with respect to concerning the subject matter hereof of this Agreement and thereof and supersedes all supersede other prior agreements and understandings, both written and oral, between the parties or any of them with respect to concerning the subject matter hereof and thereof, of this Agreement and (b) shall not be assigned assigned, by operation of Law law or otherwise, by a party, without the prior written consent of the other parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Imperial Sugar Co /New/)

Entire Agreement; Assignment. This Agreement (which term shall be deemed to include the exhibits and schedules hereto) and the Confidentiality Agreement (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereof, and (b) shall hereof. This Agreement may not be assigned by operation a party hereto without the consent of Law or otherwisethe other party.

Appears in 1 contract

Samples: Acquisition Agreement

Entire Agreement; Assignment. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement (aAgreement) constitute constitutes the entire agreement between of the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between among the parties hereto, or any of them them, with respect to the subject matter hereof and thereofhereof. Except as provided in this Agreement, and (b) shall this Agreement may not be assigned by any of the parties hereto by operation of Law law or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Cymer Inc)

Entire Agreement; Assignment. This Agreement, the Confidentiality Agreement and the Confidentiality Agreement Transaction Documents (a) constitute the entire agreement between among the parties Parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law or otherwiseotherwise without the written consent of the other Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Berry Plastics Corp)

Entire Agreement; Assignment. This Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereofhereof, and (b) shall not be assigned by operation of Law law or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Chorus Communications Group LTD)

Entire Agreement; Assignment. This Agreement Agreement, together with the Disclosure Letter and the Confidentiality Agreement (a) constitute Agreement, constitutes the entire agreement between among the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereof, and (b) hereof. The Agreement shall not be assigned by any party by operation of Law or otherwiseotherwise without the prior written consent of the other parties.

Appears in 1 contract

Samples: Merger Agreement (Angelica Corp /New/)

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