Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement between Xxxxxx Technology, Inc. and the Company dated October 1, 2010, as amended as of September 26, 2012, and the Confidentiality Agreement between Xxxxxx Technology, Inc. and the Company dated November 2, 2010 (together, and as each may be amended from time to time, the “Confidentiality Agreement”), constitute the entire agreement by and among the parties hereto, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT, MERGER SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.), Agreement and Plan of Merger (Wright Medical Group Inc)
Entire Agreement; No Other Representations. This Agreement (including any annexes, schedules and exhibits hereto), all Stockholder Disclosure Schedules, the Company Disclosure LetterSchedule, the Parent Stream Disclosure Letter Schedule, the Nondisclosure Agreement, dated as of March 19, 2009, between Stream and Providence Equity L.L.C. and the Confidentiality Agreement between Xxxxxx TechnologyNondisclosure Agreement, Inc. and the Company dated October 1, 2010, as amended as of September 26March 22, 20122009, between Stream and the Confidentiality Agreement between Xxxxxx Technology, Inc. and the Company dated November 2, 2010 LiveIt Investments Limited (together, and as each may be amended from time to time, the “Confidentiality AgreementAgreements”), ) constitute the entire agreement by and among the parties hereto, hereto and supersede all other prior agreements, understandings, representations and warranties warranties, both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT, MERGER SUB STREAM NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEXCHANGE, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.
Appears in 2 contracts
Samples: Share Exchange Agreement (Stream Global Services, Inc.), Share Exchange Agreement (Ares Corporate Opportunities Fund II, L.P.)
Entire Agreement; No Other Representations. This Agreement (including any exhibits and schedules hereto), the Partnership Contribution Agreement, the Voting Agreement, the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement Agreement, dated March 26, 1997, between Xxxxxx Technology, Inc. CSC and the Company dated October 1, 2010, (as amended as of September 26, 2012, and the Confidentiality Agreement between Xxxxxx Technology, Inc. and the Company dated November 2, 2010 (together, and as each may be amended from time to timeamended, the “Confidentiality Agreement”), "CONFIDENTIALITY AGREEMENT") constitute the entire agreement by and among the parties heretoagreement, and supersede all other prior agreements, understandings, indemnities, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT, PARENT AND MERGER SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S 'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.
Appears in 1 contract
Samples: Contribution and Merger Agreement (Tele Communications Inc /Co/)
Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement Agreement, dated February 5, 2001, as amended on February 23, 2001, between Xxxxxx Technology, Inc. Parent and the Company dated October 1, 2010, as amended as of September 26, 2012, and (the Confidentiality Agreement between Xxxxxx Technology, Inc. and the Company dated November 2, 2010 (together, and as each may be amended from time to time, the “Confidentiality Agreement”), "CONFIDENTIALITY AGREEMENT") constitute the entire agreement by and among the parties heretoagreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT, MERGER SUB PARENT NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WARRANTIES AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S 'S REPRESENTATIVES OF ANY DOCUMENTATION DOCUMENT OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American General Corp /Tx/)