Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Renovis Inc), Voting Agreement (Huizenga H Wayne), Voting Agreement (eGENE, INC.)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties, except provided that Parent may assign all or any of assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 11 contracts
Samples: Stockholder Agreement (Atlas Copco North America Inc), Stockholder Agreement (Deflecta Shield Corp /De/), Stockholder Agreement (Investcorp S A)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Merger Sub may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Chuanwei Zhang), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned parent company or subsidiary of Parent; providedPurchaser, however, that but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 8 contracts
Samples: Stockholders' Agreement (Dillard Department Stores Inc), Stockholders' Agreement (Dillard Department Stores Inc), Stockholders' Agreement (Bowne & Co Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party Parent or Purchaser of its obligations hereunder if such assignee does not perform such obligationshereunder.
Appears in 6 contracts
Samples: Stockholders Agreement (Bei Medical Systems Co Inc /De/), Stockholders Agreement (Bei Medical Systems Co Inc /De/), Stockholders Agreement (Boston Scientific Corp)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned parent company or subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 4 contracts
Samples: Tender Agreement (L 3 Communications Holdings Inc), Tender Agreement (Microdyne Corp), Tender Agreement (Aydin Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their respective rights and obligations hereunder to any direct or indirect wholly owned subsidiary or subsidiaries of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Itt Industries Inc), Agreement and Plan of Merger (Microdyne Corp), Agreement and Plan of Merger (Goulds Pumps Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersedes, except as set forth in Section 6.04(b), all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 4 contracts
Samples: Agreement and Plan of Merger (Ud Delaware Corp), Agreement and Plan of Merger (Imo Industries Inc), Agreement and Plan of Merger (Hills Stores Co /De/)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary Affiliate of Parent; provided, however, Purchaser provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (PDK Labs Inc), Agreement and Plan of Merger (PDK Acquisition Corp), Concord Merger Corp
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 3 contracts
Samples: Stockholder Agreement (Chinadotcom Corp), Stockholder Agreement (Chinadotcom Corp), Stockholder Agreement (Chinadotcom Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent the Company may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parentthe Company; provided, however, 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: Parent Shareholder Support Agreement (Mittal Steel S.a r.l.), Parent Shareholder Support Agreement (Ispat International Nv), Parent Shareholder Support Agreement (International Steel Group Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent Newco may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary or subsidiaries of Parent; providedNewco, however, 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: Agreement and Plan of Merger (KCLC Acquisition Corp), Agreement and Plan of Merger (Confetti Acquisition Inc), Agreement and Plan of Merger (Amscan Holdings Inc)
Entire Agreement; Assignment. This Agreement and the Related Agreements (aincluding the schedules and Exhibits hereto and thereto) constitutes constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect wholly owned subsidiary an Affiliate of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto hereto, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that either Parent or Sub may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; an Affiliate, provided, however, 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: Support Agreement, Agreement and Plan of Merger (CDW Corp), Support Agreement (Madison Dearborn Partners LLC)
Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 3 contracts
Samples: Merger Agreement (Execustay Corp), Merger Agreement (Mi Subsidiary I Inc), Merger Agreement (Marriott International Inc /Md/)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign and/or delegate all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, that Parent so long as no such assignment or delegation shall relieve the assigning or delegating party of its obligations hereunder if such assignee or delegee does not perform such obligations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Signal Technology Corp), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Crane Co /De/)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any wholly owned subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Haskel International Inc), Agreement and Plan of Merger (Hi Holdings Inc), Agreement and Plan of Merger (Summit Care Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties, except that Parent the Equity Purchaser may assign all or any of its respective rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parentthe Equity Purchaser; provided, however, that no such assignment shall relieve the assigning party Equity Purchaser of its obligations hereunder if such assignee does not perform such obligationshereunder.
Appears in 2 contracts
Samples: Agreement (Hungarian Telecom LP), Agreement (Hungarian Telecom LP)
Entire Agreement; Assignment. This Agreement (a) constitutes constitute the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Merger Subsidiary may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary of Parent; provided, however, 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 2 contracts
Samples: Agreement and Plan of Merger (Rexel Sa), Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Company Shareholder Support Agreement (Ispat International Nv), Company Shareholder Support Agreement (International Steel Group Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto or any of them with respect to the subject matter hereof hereof; and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligationshereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes supersede all other prior agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Parent may assign any or all of its rights and obligations under this Agreement to any wholly-owned subsidiary of Parent, but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Exchange Agreement (Valueclick Inc/Ca), Exchange Agreement (Valueclick Inc/Ca)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any Subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Snyder Communications Inc), Agreement and Plan of Merger (American List Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent the Company may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parentthe Company; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Parent Voting Agreement (Xenogen Corp), Parent Voting Agreement (Xenogen Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent the Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary of Parentthe Purchaser; provided, however, provided however that no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Agreement (Falconbridge LTD \Can\), Agreement (Noranda Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Merger Subsidiary may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 2 contracts
Samples: Agreement and Plan of Merger (Lecroy Corp), Agreement and Plan of Merger (Computer Access Technology Corp)
Entire Agreement; Assignment. This Agreement (a) Agreement, together with the other Transaction Agreements, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Acquisition Sub may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 2 contracts
Samples: Agreement and Plan of Merger and Share (Daleen Technologies Inc), Execution Version (Behrman Capital Ii Lp)
Entire Agreement; Assignment. This Agreement ---------------------------- (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cuc International Inc /De/), Agreement and Plan of Merger (Cuc International Inc /De/)
Entire Agreement; Assignment. This Agreement (ai) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Tender Agreement (BHP Sub Inc), Tender Agreement (Magma Copper Co)
Entire Agreement; Assignment. This Agreement (ai) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent or Sub may assign all or any of its rights and obligations hereunder to any direct or indirect wholly wholly- owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent or Sub of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Bertuccis Inc), Tender and Voting Agreement (Ne Restaurant Co Inc)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law Law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of Purchaser, but no such assignment shall relieve the assigning party Purchaser or Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (D & K Healthcare Resources Inc)
Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Gambro, Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 2 contracts
Samples: Agreement and Plan of Merger (Cobe Laboratories Inc), Agreement and Plan of Merger (Ren Corp Usa)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Support Agreement (Tefron LTD)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseany party hereto, except that Parent Parent, Scimed and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Scientific Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.. A9
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede, except as set forth in Sections 6.04(c), all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 1 contract
Samples: Agreement and Plan of Merger (American Airlines Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with 48 44 respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan (Thomson Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Parent may assign any or all of its rights and obligations under this Agreement to any wholly owned subsidiary of Parent, but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intervest Corporation of New York)
Entire Agreement; Assignment. This Agreement (including any other agreements referred to herein) (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent the Purchaser may assign all or any of its rights and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent; providedthe Purchaser, however, that but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Network 1 Security Solutions Inc)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among the parties hereto Parties with respect to the subject matter hereof and supersedes supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent the Buyer may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; providedthe Buyer, howeverin whole or in part, that but no such assignment shall relieve the assigning party Buyer of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan (Integrated Alarm Services Group Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. Section 8.06.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Audio Communications Network Inc)
Entire Agreement; Assignment. This Agreement (including any other agreements referred to herein) (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent the Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; providedthe Purchaser or of Tirex, however, that but no such assignment shall relieve relive the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Preferred Stockholder Agreement (Ross Systems Inc/Ca)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Sub may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Sub of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (ai) ---------------------------- constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law Law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of Purchaser, but no such assignment shall relieve the assigning party Purchaser or Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Security Capital Group Inc/)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: 1 Agreement and Plan of Merger (J&l Specialty Steel Inc)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Merger Sub may assign all or any of its their respective rights and obligations hereunder to any other direct subsidiary or indirect wholly owned subsidiary subsidiaries of Parent; provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medical Imaging Centers of America Inc)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseother- wise, except provided that Parent may assign all or any of its rights and obligations obliga- tions hereunder to any direct or indirect wholly owned subsidiary sub- sidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Par- ent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (including the schedules hereto) (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that the Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of the Purchaser, but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GMG Acquisition Corp)
Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes ---------------------------- the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided, except however, that Parent Acquisition may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such -------- assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dma Holdings Inc /In)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto or any of them with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except provided that Parent Acquiror may assign all or any of its rights and obligations hereunder or those of the Bank to any direct or indirect wholly indirect, wholly-owned subsidiary of Parent; providedAcquiror, however, that but no such assignment shall relieve the assigning party Acquiror of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Regional Bancshares Inc)
Entire Agreement; Assignment. This Agreement (ai) ---------------------------- constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided, except however, that Parent Acquisition may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Calico Commerce Inc/)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent or Sub may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent or Sub of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly wholly- owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Exhibit 1 Agreement and Plan of Merger (Oracle Corp /De/)
Entire Agreement; Assignment. This Agreement (a) constitutes the full and entire understanding and agreement among between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior agreements and undertakings, both any other written and oral, among the parties hereto with respect or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled and (b) shall not be assigned by operation of law or otherwise, except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of ParentPurchaser; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Voting Agreement (Grandunion Inc.)
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party, except provided that Parent may assign all or any of assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of Purchaser, but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (ai) constitutes the ---------------------------- entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly wholly- owned subsidiary of Parent; providedPurchaser, however, that but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Support Agreement (Kraft Foods Inc)
Entire Agreement; Assignment. This Agreement (including the schedules hereto) (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; PROVIDED, except HOWEVER, that Parent Acquisition may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Carr Gottstein Foods Co)
Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Support Agreement (Oracle Corp /De/)
Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto parties, or either of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; providedPurchaser, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Agreement (Sulzer Medica LTD)
Entire Agreement; Assignment. This Agreement (including any other agreements referred to herein) (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent the Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; providedthe Purchaser, however, that but no such assignment shall relieve relive the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party, except provided that Parent NXS may assign all or any of assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; providedNXS, however, that but no such assignment shall relieve the assigning party NXS of its obligations hereunder if such assignee does not perform such obligations.
Appears in 1 contract
Samples: Conformed Copy (Amphenol Corp /De/)