Common use of Entire Agreement; Disclosure Schedules Clause in Contracts

Entire Agreement; Disclosure Schedules. (a) This Agreement, together with the other Ancillary Agreements and any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly provided for herein and therein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Agiliti, Inc. \De), Stock Purchase Agreement (FirstService Corp)

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Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the schedules and exhibits hereto, supercedes any other Ancillary Agreements and any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsagreement, whether written or oral, with respect thereto. There are no restrictions, promises, warranties, covenants, that may have been made or undertakings, other than those expressly provided for herein entered into by any party relating to the matters contemplated hereby and thereinconstitutes the entire agreement by and among the parties hereto.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (Airtran Holdings Inc), Asset Purchase Agreement (Team Inc)

Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the other Ancillary Agreements schedules and any documentsexhibits hereto, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsother agreement, whether written or oral, with respect thereto. There are no restrictionsthat may have been made or entered into by any party relating to the matters contemplated hereby and constitutes the entire agreement by and among the parties hereto, promises, warranties, covenants, or undertakings, other than those expressly provided for herein and thereinexcept as otherwise set forth in the Asset Purchase Agreement which shall control in the event of any conflict herewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Intersil Holding Co), Intellectual Property Agreement (Intersil Holding Co)

Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the other Ancillary Agreements schedules and any documentsexhibits hereto, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsother agreement, whether written or oral, with respect thereto. There are no restrictionsthat may have been made or entered into by any party relating to the matters contemplated by this Agreement (including, promiseswithout limitation, warranties, covenants, or undertakings, other than those expressly provided for herein the Confidentiality Agreement) and thereinconstitutes the entire agreement by and among the parties hereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Standard Management Corp), Asset Purchase Agreement (Standard Management Corp)

Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the schedules and exhibits hereto, supercedes any other Ancillary Agreements and any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsagreement, whether written or oral, that may have been made or entered into by any Party relating to the matters contemplated hereby and constitutes the entire agreement by and among the Parties hereto. To the extent that any provisions of this Agreement are inconsistent or conflict with respect thereto. There are no restrictionsthe terms of the Bidding Procedures Order, promises, warranties, covenants, or undertakings, other than those expressly provided for herein and thereinthe terms of this Agreement shall control.

Appears in 2 contracts

Samples: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)

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Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the annex, exhibits and schedules hereto, supercedes any other Ancillary Agreements and any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsagreement, whether written or oral, with respect thereto. There are no restrictions, promises, warranties, covenants, that may have been made or undertakings, other than those expressly provided for herein entered into by any party relating to the matters contemplated hereby and thereinconstitutes the entire agreement by and among the parties hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Easy Gardener Products LTD)

Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the other Ancillary Agreements schedules, annexes and any documentsexhibits hereto, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsother agreement, whether written or oral, with respect thereto. There are no restrictions, promises, warranties, covenants, that may have been made or undertakings, other than those expressly provided for herein entered into by any party relating to the matters contemplated hereby and thereinconstitutes the entire agreement by and among the parties hereto.

Appears in 1 contract

Samples: 4 Asset Purchase Agreement (Ditech Communications Corp)

Entire Agreement; Disclosure Schedules. (a) This Agreement, together with which includes the other Ancillary Agreements schedules and any documentsexhibits hereto, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreementsother agreement, whether written or oral, that may have been made or entered into by any party relating to the matters contemplated hereby and, together with respect theretothe NDA, constitutes the entire agreement by and among the parties hereto. There are no restrictionsNotwithstanding the foregoing, promisesthat certain letter agreement dated September 30, warranties1998, covenants, or undertakings, other than those expressly provided for herein between the parties addressing certain Seller employee matters shall continue in full force and thereineffect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adaptec Inc)

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