Common use of Entire Agreement; Benefit Clause in Contracts

Entire Agreement; Benefit. This Agreement, the Merger Agreement and the Rollover Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The representations and warranties set forth herein and the covenants set forth herein have been made solely for the benefit of the parties to this Agreement and (a) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate and (b) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.

Appears in 7 contracts

Samples: Voting Agreement (Alpha Spring LTD), Voting Agreement (Deng Zhonghan), Voting Agreement (Deng Zhonghan)

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Entire Agreement; Benefit. This AgreementAgreement (including the arrangements pursuant to Annex A attached hereto) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Merger Agreement and the Rollover Agreement embody the complete agreement and understanding among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereof thereof. This Agreement is not intended to grant and supersede and preempt does not grant standing to any prior understandings, agreements or representations by or among person other than the parties, written or oral, which may have related to the subject matter hereof in any way. The representations and warranties set forth herein and the covenants set forth herein have been made solely for the benefit of the parties to this Agreement and (a) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate and (b) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.

Appears in 4 contracts

Samples: Non Tender and Support Agreement (Bankrate Inc), Non Tender and Support Agreement (Bankrate Inc), Non Tender and Support Agreement (Bankrate Inc)

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Entire Agreement; Benefit. This Agreement, the Merger Agreement and [the Rollover Agreement Agreement] embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The representations and warranties set forth herein and the covenants set forth herein have been made solely for the benefit of the parties to this Agreement and (a) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate and (b) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.

Appears in 1 contract

Samples: Voting Agreement (China Fire & Security Group, Inc.)

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