Entire Agreement; No Oral Agreements. THIS FIRST ------------------------------------ AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS WRITTEN FIRST AMENDMENT, THE AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Entire Agreement; No Oral Agreements. This Agreement and the documents referred to herein or delivered pursuant hereto contain the entire agreement and understanding between the parties concerning the subject matter hereof, and supersede and replace all prior negotiations, proposed agreements and agreements written or oral concerning the subject matter hereof. Each of the parties further acknowledges that it is not executing this Agreement in reliance on any promise, representation or warranty not contained in this Agreement. Except for the matters specifically set forth herein, this Agreement does not alter, amend, modify or release any right of the Noteholder, or any obligations of the Company in connection with the Transaction Documents. By execution of this Agreement, the Noteholder is not waiving any principal, interest, costs or attorneys’ fees or any other amounts payable under the Transaction Documents. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement may not be modified orally but only by a written agreement executed by each of the parties and designated as an amendment or modification of this Agreement.
Entire Agreement; No Oral Agreements. This Agreement, including the documents referred to herein, constitutes the full and entire understanding and agreement among the parties with regard to the subject hereof and supersedes all prior agreements and understanding, both written and oral. Each party expressly acknowledges that there are no agreements, oral or written, between the parties other than in this Agreement. EACH PARTY EXPRESSLY WAIVES THE RIGHT TO ASSERT THE EXISTENCE OF ANY ORAL AGREEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN.
Entire Agreement; No Oral Agreements. This Agreement and the Transaction Documents contain the entire agreement and understanding between the parties concerning the subject matter hereof, and supersede and replace all prior negotiations, proposed agreements, and agreements written or oral concerning the subject matter hereof. Each of the parties further acknowledges that it is not executing this Agreement in reliance on any promise, representation, or warranty not contained in this Agreement. Except for the matters specifically set forth herein, this Agreement does not alter, amend, modify or release any right of the Holder, or any obligations of the Company in connection with the Transaction Documents. By execution of this Agreement, the Holder is not waiving any principal, interest, costs, or attorneys’ fees or any other amounts payable under the Transaction Documents, except as expressly set forth herein. This Agreement may not be modified orally but only by a written agreement executed by each of the parties and designated as an amendment or modification of this Agreement.
Entire Agreement; No Oral Agreements. Amendments to the Agreement. This Agreement, constitutes the entire agreement among the Members with respect to the affairs of the Fund and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written. The Fund shall have no oral operating agreements. Any provision of this Agreement may be amended or waived by the written consent of the Requisite Members. Any amendment adopted consistent with the provisions of this Section 10.4 shall be binding on all Members without the necessity of their execution of the amendment or any other instrument. Notwithstanding anything contained in this Agreement to the contrary, the Board shall be permitted to update Schedule A to reflect (i) Transfers of Units and the admission of new Members made in accordance with the terms and conditions of this Agreement and (ii) the forfeiture or repurchase by the Fund of Units upon termination of the holder's employment or other service relationship with the Fund; and no such update to Schedule A made in accordance with this sentence shall be deemed to be an amendment to this Agreement requiring the written consent of the Requisite Members.
Entire Agreement; No Oral Agreements. This written Agreement comprises the entire agreement and understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder. There are no other applicable verbal or oral or other agreements, memoranda, understandings, representations, conditions, warranties, statements, promises or collateral agreement (collectively herein called “Statements”) of any kind by and between the Parties, except as expressly set forth in this Agreement. The execution of this Agreement has not been induced by, nor do any of the Parties hereto rely upon or regard as material, any Statements whatever except to the extent expressly stated herein in writing. Page - 34 A.7 Default, Equitable Remedies and Specific Performance: Upon a default under this Agreement, each nondefaulting party shall have such remedies as may be available at law and in equity, including specific performance, subject to the Dispute Resolution Provisions of Schedule B. Seller recognizes and affirms that in the event of breach of any of the provisions of this Agreement, money damages would be inadequate and Buyer would have no adequate remedy at law. Accordingly, Seller agrees that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Seller's obligations under this Agreement not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Agreement. A.8 Amendment of this Agreement: Any amendment or modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party, provided that all other agreements referred to herein or contemplated hereby are similarly amended as appropriate. Any alteration, amendment or qualification of this Agreement shall be null and void and shall not bind any Party unless made in writing and signed or initialled by the Parties. A.9
Entire Agreement; No Oral Agreements. Amendments to the Agreement 12
Entire Agreement; No Oral Agreements. This Agreement is intended as the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, relating to the subject matter hereof. Although Graybar may use its standard purchase order and other forms, and Supplier may use its standard order acknowledgment and invoice, the terms and conditions of this Agreement will prevail over such forms, and any inconsistent, conflicting or different terms in such forms will be of no effect. Except where unilateral modification is specifically authorized herein, any amendments to this Agreement must be in writing and executed by both parties.
Entire Agreement; No Oral Agreements. Amendments to the Agreement - 28 - SECTION 12.5. Headings - 29 - SECTION 12.6. Severability - 29 - SECTION 12.7. Additional Documents - 29 - SECTION 12.8. Variation of Pronouns - 29 - SECTION 12.9. Governing Law; Consent to Exclusive Jurisdiction; Dispute Resolution - 29 - SECTION 12.10. Waiver of Action for Partition - 29 - SECTION 12.11. Counterpart Execution; Facsimile Execution - 29 - SECTION 12.12. Tax Matters Member - 30 - SECTION 12.13. Time of the Essence - 30 - SECTION 12.14. Exhibits - 30 - AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACCELSIUS HOLDINGS LLC A DELAWARE LIMITED LIABILITY COMPANY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ACCELSIUS HOLDINGS LLC, a Delaware limited liability company (the “Company”), is made and entered into on and as of June 1, 2022 (the “Effective Date”), by and among INNVENTURE LLC, a Delaware limited liability company (“Innventure”), and the Persons whose names, addresses and taxpayer identification numbers are listed on the Information Exhibit attached hereto as Exhibit A from time to time pursuant to the terms of this Agreement. Unless otherwise indicated herein, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit B.
Entire Agreement; No Oral Agreements. This written Agreement comprises the entire agreement and understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder. There are no other applicable verbal or oral or other agreements, memoranda, understandings, representations, conditions, warranties, statements, promises or collateral agreement (collectively herein called “Statements”) of any kind by and between the Parties, except as expressly set forth in this Agreement. The execution of this Agreement has not been induced by, nor do any of the Parties hereto rely upon or regard as material, any Statements whatever except to the extent expressly stated herein in writing.
