Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Grantee and Issuer constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) (other than any transferees of the Option Shares or any permitted transferee of this Agreement pursuant to Section 14(h)) any rights, remedies, obligations or liabilities hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected impaired or invalidated. If for any reason such court or Governmental Entity determines that the Option does not permit Grantee to acquire, or does not require Issuer to repurchase, the full number of shares of Issuer Common Stock as provided in Section 2 (as may be adjusted herein), it is the express intention of Issuer to allow Grantee to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible without any amendment or modification hereof.
Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement (including the documents and instruments referred to herein), and the confidentiality agreements previously executed between the parties hereto constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Notwithstanding anything else contained herein to the contrary, nothing in this Agreement shall be construed to create any third party beneficiary rights in any Person who is not a party to this Agreement. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement (including the documents and instruments referred to herein), together with the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings (except for the Confidentiality Agreement), both written and oral, among the parties with respect to the subject matter of this Agreement. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement between the Fund and the Advisor constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or government entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (c)
Entire Agreement; No Third-Party Beneficiaries; Severability. 14.1 The Agreement (including any applicable Exhibits and any Service Orders) constitutes the entire agreement between Telehouse and Customer with respect to the Services. Unless expressly set forth otherwise in the Agreement, no representation or statement shall be binding upon Telehouse as a warranty or otherwise. The Agreement does not provide any third party with any remedy, claim, liability, reimbursement, cause of action or other right or privilege. If any portion of the Agreement (including any provision of any applicable Exhibits and any Service Orders) is found to be invalid or unenforceable, the remaining provisions shall remain in effect and the Parties shall promptly negotiate to replace such invalid or unenforceable portions that are essential parts of the Agreement (or Exhibits or Service Orders, as applicable).
Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the Merger Agreement and the other documents and instruments referred to herein and therein, between Parent, Purchaser and the Company (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto (or their respective successors and assigns) any rights, remedies, obligations or liabilities hereunder. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If for any reason such court determines that the Option does not permit Purchaser to acquire the full number of shares of Common Stock as provided in Section 2 (as may be adjusted herein), it is the express intention of the Company to allow Purchaser to acquire or to acquire such lesser number of shares as may be permissible without any amendment or modification hereof.
Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the other Transaction Documents (including the documents and instruments referred to herein and therein), constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, including that letter dated May 16, 2016, from Binjiang and Binjiang Othello to the Receiver, a Molasky Affiliate, Dargey and Dargey Holdings. Except as expressly set forth herein, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any other Transaction Document or any provision hereof or thereof. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Entire Agreement; No Third-Party Beneficiaries; Severability. 54 Section 9.5 Amendment 54 Section 9.6 Governing Law 54 Section 9.7 Consent to Jurisdiction 54 Section 9.8 Assignment 54 Section 9.9 Expenses 54 Section 9.10 Execution by Officer of the Company 54 EXHIBITS LIST Exhibit A Schedule of Partners Exhibit B Form of Certificate of Merger Exhibit C Form of Deposit Escrow Agreement Exhibit D Form of Indemnification Escrow Agreement Exhibit E Form of Buyer Counsel Legal Opinion Exhibit F Form of Company Counsel Legal Opinion Exhibit G Terms of Proposed Alternative Transaction Structure Exhibit H Terms of Proposed Development Properties Transaction SCHEDULES LIST Schedule 2.8 Mortgage Debt Schedule 3.1 Capitalization Schedule 3.2(a) Organization of Acquired Companies Schedule 3.2(b) Authority of the Company Schedule 3.3 Affiliated Property Owners Schedule 3.4 Financial Statements; Undisclosed Liabilities Schedule 3.5 Absence of Certain Changes Schedule 3.6 Consents and Approvals of the Company Schedule 3.7 Company Litigation Schedule 3.8 Taxes Schedule 3.9 Employee Benefit Plans Schedule 3.10(a) Properties Schedule 3.10(b) Leases
Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement (including the documents and instruments referred to herein), together with the Confidentiality Agreement, the Deposit Escrow Agreement and the Indemnification Escrow 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 of this Agreement. Except as set forth in Section 5.11 hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Entire Agreement; No Third-Party Beneficiaries; Severability. The Parties acknowledge that no representations, agreements, or promises were made by the other Party or by any of its Representatives other than those specifically contained in this Agreement. This Agreement, including the recitals as well as any attachments or schedules, constitutes the entire agreement of the Parties with respect to the matters contemplated in this Agreement, and supersedes any prior agreement or understanding with respect to them. The Parties agree that this Agreement was entered into solely for the respective benefit of each of them and their respective successors and assigns, and nothing in this Agreement is intended to create any third- party beneficiaries. This Agreement may be amended or modified only by a written instrument executed by an authorized representative of each of the Parties. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. Subject to Applicable Laws, the invalidity or unenforceability of a specific provision in the Agreement shall not render any other provision(s) invalid, inoperative, or unenforceable.
