Entire Agreement; Binding Effect; Governing Law Sample Clauses

Entire Agreement; Binding Effect; Governing Law. This Agreement (i) contains the entire agreement between the parties respecting its subject matter, superseding all prior oral and written representations, agreements and understandings between the parties with respect thereto, (ii) shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns; and (iii) shall be construed in accordance with and governed by the internal laws of the State of New York without giving effect to principles of conflicts of law provisions thereof.
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Entire Agreement; Binding Effect; Governing Law. (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated (whether by operation of law of otherwise) by any of the parties hereto without the prior written consent of the other party. Neither Ericsson's nor EHI's affiliates, respectively, are benefited nor obligated by this letter agreement. (b) This Agreement (i) contains or incorporates by reference the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreement or understanding, oral and written, between them respecting the subject matter of this Agreement and the incorporated agreement, (ii) requires that any waivers must be in writing to be effective, and (iii) shall be governed by and interpreted in accordance with the laws of the State of New York (without giving effect to principles of conflicts of laws). There are no third party beneficiaries to this agreement. (c) In the event of any dispute, the prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs from the other, nonprevailing party.
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Entire Agreement; Binding Effect; Governing Law. This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement any rights or remedies under or by reason of this Agreement. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, without giving effect to any provision regarding conflicts of laws.
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Entire Agreement; Binding Effect; Governing Law. This Agreement (a) shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and assigns, provided, however, that Buyer shall not assign this Agreement or any of his obligations hereunder without the prior written consent of the Company, and (b) shall be governed by and interpreted in accordance with the laws of the State of New Jersey (without giving effect to principles of conflicts of laws) and (c) shall, together with the Pledge Agreement, the Note and the Registration Rights Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.
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Entire Agreement; Binding Effect; Governing Law. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and, except as provided in Section 3.01 hereof, may not be modified or amended except in a writing executed by all the parties hereto. Except as otherwise provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the permitted transferees, successors and assigns of the parties hereto whether expressed or not. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia (without regard to the conflict of laws principles thereof).
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Entire Agreement; Binding Effect; Governing Law. This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement any rights or remedies under or by reason of this Agreement. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, without giving effect to any provision regarding conflicts of laws. In the event of any conflict between the terms of this Agreement, including any exhibits or schedules attached hereto, and Section 9 of the Shareholders Agreement, the provisions of Section 9 of the Shareholders Agreement shall control. [Signature Page Follows]
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Entire Agreement; Binding Effect; Governing Law. This Agreement (a) shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and assigns, provided, however, that Xxxxxx shall not assign this Agreement or any of his obligations hereunder without the prior written consent of the Company, and (b) shall be governed by and interpreted in accordance with the laws of the State of New Jersey (without giving effect to principles of conflicts of laws) and (c) shall, together with the Pledge Agreement dated as of the date hereof between the Company and Xxxxxx, the Note dated as of the date hereof between the Company and Xxxxxx and the Stock Purchase Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.
Sample 1
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Related to Entire Agreement; Binding Effect; Governing Law

  • Entire Agreement; Binding Effect This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreements or understandings between the parties. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and authorized assigns.

  • ENTIRE AGREEMENT AND BINDING EFFECT This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributees, successors and assigns.

  • Binding Effect; Entire Agreement Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

  • Entire Agreement; Governing Law The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

  • Binding Effect; Governing Law Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Premises are located.

  • Superseding Agreement; Binding Effect This Agreement supersedes any statements, representations or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

  • Governing Law; Binding Effect This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

  • Binding Effect of Decisions The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement.

  • Duration of Agreement; Binding Effect (a) This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement). (b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. (c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (d) The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.

  • Entire Agreement; Superseding Effect This Agreement constitutes the entire agreement of the Members relating to the Company and the transactions contemplated hereby, and supersedes all provisions and concepts contained in all prior contracts or agreements between the Members with respect to the Company, whether oral or written.

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