Entire Agreement; Disclosure Schedules. This Agreement, which includes the schedules and exhibits hereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated by this Agreement (including, without limitation, the Confidentiality Agreement) and constitutes the entire agreement by and among the parties hereto.
Entire Agreement; Disclosure Schedules. (a) This Agreement, the Disclosure Schedules, Exhibits, the Transaction Documents and the Non-Disclosure Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules, Exhibits, the Transaction Documents and the Non-Disclosure Agreement (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
(b) The Disclosure Schedules constitute an integral part of this Agreement as if fully rewritten herein and shall be considered incorporated herein. The information and disclosures set forth on any particular section of the Disclosure Schedules shall be deemed to be disclosed and incorporated by reference with respect to all other sections of the Disclosure Schedules to the extent that the applicability of such information and disclosures to such other sections of the Disclosure Schedules is reasonably apparent on the face of such information or disclosures. The inclusion of any information or disclosure in the Disclosure Schedules shall not be deemed an admission that such information or disclosure is material for the purposes of this Agreement. The inclusion of any information or disclosure in the Disclosure Schedules relating to any possible breach or violation of any contract or Law will not be construed as an admission or indication that any such breach or violation exists or has actually occurred. Unless the Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any section of the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any section of the Disclosure Schedules is or is not in the ordinary course of business for purposes of this Agreement. The inclusion of any item in the Disclosure Schedules is not intended to imply that the items so included, or other items, are ...
Entire Agreement; Disclosure Schedules. This Agreement (including the Seller Disclosure Schedule, the Purchaser Disclosure Schedule and all Exhibits hereto), the Collateral Agreements (when executed and delivered) the Bidding Procedures Order, the Sales Order and the documents, agreements, certificates and instruments referred to herein and therein contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, except for the Confidentiality Agreement, which will remain in full force and effect for the term provided for therein, and other than any written agreement of the parties that expressly provides that it is not superseded by this Agreement.
Entire Agreement; Disclosure Schedules. This Agreement, together with the Schedules and the Exhibits hereto, the Ancillary Agreements and the Confidentiality Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and, other than the Confidentiality Agreement, supersede all prior agreements and understandings, both written and oral, between or among the Parties with respect to the subject matter hereof and thereof. There are no restrictions, promises, representations, warranties, covenants or undertakings between or among the Parties, other than those expressly set forth or referred to herein or therein.
Entire Agreement; Disclosure Schedules. This Agreement (which includes the eStara Disclosure Schedule, the ITXC Disclosure Schedule, the Schedules annexed hereto and the Exhibits annexed hereto), the other Transaction Documents and the confidentiality agreement previously executed by the parties hereto and any other side letter executed by ITXC and eStara as of the date hereof relating to this Agreement supersede any other agreement, whether written or oral, that may have been made or entered into by any party or any of their respective Affiliates (or by any director, officer or representative thereof) relating to the matters contemplated hereby and constitutes the entire agreement by and among the parties hereto.
Entire Agreement; Disclosure Schedules. This Agreement (together with the Annexes, Schedules and Exhibits attached to this Agreement and the other documents and supplements delivered pursuant to this Agreement) constitutes the entire agreement among the parties and supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter hereof and thereof (other than the Confidentiality Agreement, which will remain in full force and effect). No exceptions to any representations or warranties disclosed on one schedule shall constitute an exception to any other representations or warranties made in this Agreement unless its relevance or applicability to information called for by any other Company Disclosure Schedule is reasonably apparent. The inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents an exception or material fact, event or circumstance or that such item constitutes a Company Material Adverse Effect. For the avoidance of doubt, this Agreement supersedes the Merger Agreement and in no event shall any party to the Merger Agreement have any liability with respect thereto except as set forth in this Agreement.
Entire Agreement; Disclosure Schedules. This Agreement, which includes the schedules and exhibits hereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated hereby, including without limitation that certain Letter Agreement dated as 51 57 of February 5, 2001 between TWA and Purchaser, and constitutes the entire agreement by and among the parties hereto.
Entire Agreement; Disclosure Schedules. This Agreement (together with the Annexes, Schedules and Exhibits attached to this Agreement and the other documents and supplements delivered pursuant to this Agreement) constitutes the entire agreement among the parties and supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter hereof and thereof (other than the Confidentiality Agreement, which will remain in full force and effect). No exceptions to any representations or warranties disclosed on one schedule shall constitute an exception to any other representations or warranties made in this Agreement unless its relevance or applicability to information called for by any other Company Disclosure Schedule is reasonably apparent. The inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents an exception or material fact, event or circumstance or that such item constitutes a Company Material Adverse Effect.
Entire Agreement; Disclosure Schedules. This Agreement (together with the Annexes and Exhibits to this Agreement, the Seller Disclosure Schedule and the other documents delivered pursuant to this Agreement) constitutes the entire agreement among the parties and supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter hereof and thereof. Nothing in the Seller Disclosure Schedule shall be adequate to disclose an exception to a representation or warranty made in Article II of this Agreement unless such schedule identifies the exception with particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be adequate to disclose an exception to a representation or warranty made in this Agreement, unless the representation or warranty has to do with the existence of the document or other item itself. No exceptions to any representations or warranties disclosed on one schedule shall constitute an exception to any other representations or warranties made in this Agreement unless the exception is disclosed as provided herein on each such other applicable schedule or cross referenced in such other applicable section or schedule.
Entire Agreement; Disclosure Schedules. This Agreement, which includes the schedules and exhibits hereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated hereby, including, without limitation, that certain Peaches and Apples Term Sheet dated March 30, 2005; this Agreement constitutes the entire agreement by and among the parties hereto. Each of the parties to this Agreement acknowledges that it has not executed this Agreement in reliance upon any promise, representation, statement, or warranty whatsoever, expressed or implied, which is not expressly contained in this Agreement, nor in reliance upon any belief as to any fact not expressly recited herein.
