Entire Agreement; No Inconsistent Agreement Sample Clauses

Entire Agreement; No Inconsistent Agreement. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Issuer will not hereafter enter into any agreement with respect to its securities which would materially and adversely affect the rights granted to the holders of Registrable Securities in this Agreement.
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Entire Agreement; No Inconsistent Agreement. (a) This Agreement (together with the provisions of the Business Combination Agreement, the IACI Matters Agreement and Stockholders Agreement) constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) Other than any registration rights agreement contemplated by Section 6.2, the Issuer is not a party to and will not hereafter enter into any agreement with respect to its securities which would materially and adversely affect, or is inconsistent with, the rights expressly granted to the holders of Registrable Securities in this Agreement (it being agreed that a registration rights agreement will not be deemed to violate this Section 8.4 if it grants demand or incidental registration rights to any Person to the extent that such Person cannot exercise such rights to obtain a higher priority than the Stockholders in an offering in which the Stockholders can participate hereunder). (c) For the avoidance of doubt, the rights and obligations of the parties to any registration rights agreement entered into between Parent and Issuer as contemplated by Section 6.2 shall be subject to Section 6.2.
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Entire Agreement; No Inconsistent Agreement. (a) This Agreement (and, to the extent referenced herein, the Business Combination Agreement, any Ancillary Agreement or any other agreement expressly contemplated by any such agreement or entered into in connection with the execution of the Business Combination Agreement or the Closing of the transactions contemplated thereby) constitute the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Company will not hereafter enter into any agreement with respect to its securities which would materially and adversely affect the rights expressly granted to the Stockholders in this Agreement.
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Entire Agreement; No Inconsistent Agreement. This Agreement, the Merger Agreement, the Indemnification Agreement, the Gateway Indemnification Agreement, the Standstill Agreement, the Non-Competition Agreements, the Indemnification Escrow Agreement, the Employment Agreement and any other agreements to be delivered at the Closing constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof.
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Entire Agreement; No Inconsistent Agreement. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof; provided, however, that the terms of that certain Registration Agreement, dated February 22, 1991 (the “1991 Agreement”), by and among Gateway, Inc., Xxxxxxxx X.
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Related to Entire Agreement; No Inconsistent Agreement

  • Entire Agreement; No Waiver The entire agreement of the parties relating to the subject matter of this Trust Agreement is contained herein and in the documents referred to herein, and this Trust Agreement and such documents supersede any prior oral or written agreements concerning the subject matter hereof. No failure to exercise or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of rights under law or in equity.

  • Entire Agreement; No Oral Modification This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.

  • ENTIRE AGREEMENT, AMENDMENT; NO WAIVER This Agreement and the instruments referenced herein contain the entire understanding of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • 10Entire Agreement This Agreement (including those specifications and documents incorporated by reference to URL locations which form a part of it) constitutes the entire agreement of the parties hereto pertaining to the operation of the TLD and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject.

  • Entire Agreement; Amendment This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Governing Law; Entire Agreement The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

  • Entire Agreement; Supersedure This Agreement constitutes the entire agreement of the Members and their respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written.

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