Entire Agreement; No Third-Party Beneficiaries. This Agreement 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 and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 4 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement (SJW Group), Voting and Support Agreement (SJW Group)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Annexes hereto (and any other agreements entered into on or subsequent to the date hereof) constitute the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereof, except as regards the Confidentiality Agreement. This Agreement is not intended to to, and shall does not confer upon any Person other than the parties Parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 4 contracts
Samples: Tender Offer Agreement (Alphatec Holdings, Inc.), Tender Offer Agreement (Alphatec Holdings, Inc.), Tender Offer Agreement
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This , other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement and (b) except as provided in Section 5.11 (which is intended for the benefit of only the persons specified therein), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 4 contracts
Samples: Merger Agreement (Traffix Inc), Merger Agreement (New Motion, Inc.), Merger Agreement (Sirius Satellite Radio Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement (including the documents and the instruments referred to herein and therein): (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This , and (b) other than the provisions of Section 5.9 hereof, nothing expressed or implied in this Agreement is not intended or will be construed to and shall not confer upon or give to any Person person, firm or corporation other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, or remedies under or by reason of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement or any transaction contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement (Trace International Holdings Inc), Merger Agreement (Foamex International Inc), Merger Agreement (Foamex Capital Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.05, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 3 contracts
Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Unica Corp), Merger Agreement (Internet Security Systems Inc/Ga)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereofof this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party. This Agreement Agreement, other than as provided in Sections 6.01 and 6.02, is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 3 contracts
Samples: Merger Agreement (Adelphia Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Merger Agreement (Century Communications Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Confidentiality Agreement and the other agreements referred to herein or contemplated hereby, (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement ; and (b) is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 3 contracts
Samples: Merger Agreement (K N Energy Inc), Merger Agreement (Morgan Associates Inc), Merger Agreement (Kinder Richard D)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including any exhibits and annexes to this Agreement), (i) constitutes the entire agreement, and supersedes all prior agreements agreements, representations and warranties, and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This of this Agreement and (ii) except for the provisions of Article II and Sections 5.8 and 5.9, is not intended to and shall not confer upon any Person person other than the parties hereto any rights hereunder; providedor remedies. Notwithstanding the foregoing, however, that CTWS is hereby made an express third-party beneficiary of, the Confidentiality Agreement shall remain in full force and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)effect.
Appears in 3 contracts
Samples: Merger Agreement (Waxman Industries Inc), Merger Agreement (Wilmar Industries Inc), Merger Agreement (Wilmar Holdings Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto), the Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof and thereof and except for the provisions of Section 5.12 hereof. This Agreement , is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 3 contracts
Samples: Merger Agreement (Alltel Corp), Merger Agreement (Western Wireless Corp), Merger Agreement (Stanton John W)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the other Operative Agreements, the schedules and the other writings referenced herein or therein and the Confidentiality Agreement constitutes (a) constitute the entire agreement, understanding and supersedes all prior agreements and understandings, both written and oral, between agreement of the parties hereto and thereto with respect to the subject matter hereof. This Agreement is hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between such parties and (b) are not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Lasalle Partners Inc), Purchase and Sale Agreement (Lasalle Partners Inc), Purchase and Sale Agreement (Lasalle Partners Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This of this Agreement and (b) except for the provisions of Section 5.9, is not intended to and confer, nor shall not confer it confer, upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies or benefits of any nature whatsoever.
Appears in 3 contracts
Samples: Merger Agreement (Menlo Therapeutics Inc.), Merger Agreement (Foamix Pharmaceuticals Ltd.), Merger Agreement (Indevus Pharmaceuticals Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreements, the Company Option Agreement and any other documents and instruments referred to herein and (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement hereto and (b) except as provided in Sections 5.9 through 5.11, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 3 contracts
Samples: Merger Agreement (Service Experts Inc), Merger Agreement (Lennox International Inc), Merger Agreement (Lennox International Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereof. This Agreement is of this Agreement, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to and shall not confer upon any Person other than the parties Parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 3 contracts
Samples: Merger Agreement (American Campus Communities Inc), Merger Agreement (American Campus Communities Inc), Merger Agreement (Preferred Apartment Communities Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except as set forth in Section 5.9 and except for the rights of Unitholders whose Common Units converted into the right to receive the Merger Consideration pursuant to Section 2.1 to receive such Merger Consideration after the Effective Time, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 3 contracts
Samples: Merger Agreement (Hiland Holdings GP, LP), Merger Agreement (Hiland Holdings GP, LP), Merger Agreement (Hiland Partners, LP)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Schedules and Exhibits hereto), the Ancillary Documents and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is hereof or thereof and (b) are not intended to and shall not confer upon any Person other than the parties hereto identified herein (including any rights hereunder; providedIndemnified Party) and their successors and permitted assigns any rights, however, that CTWS is hereby made an express third-benefits or remedies hereunder and no Person shall be a third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Finlay Fine Jewelry Corp), Asset Purchase Agreement (Zale Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreements, the Ancillary Documents and any other documents and instruments referred to herein) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement hereto, and (b) except as expressly provided herein, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Oneok Inc), Merger Agreement (Western Resources Inc /Ks)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This of this Agreement, except for the Confidentiality Agreement and any agreement entered into by the parties on the date of this Agreement, and (b) except for the provisions of Section 6.04, is not intended to and shall not confer upon any Person person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 2 contracts
Samples: Merger Agreement (L 3 Communications Corp), Merger Agreement (Westwood Corp/Nv/)
Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the Ancillary Agreements, the Confidentiality Agreement, the exhibits, the Disclosure Schedules and the other documents delivered pursuant hereto, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This hereof (provided, however, that the provisions of the Confidentiality Agreement will remain valid and in effect) and is not intended to and shall not confer upon any Person other than the parties hereto Parties any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Walt Disney Co/), Merger Agreement (Walt Disney Co/)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter hereof. This of this Agreement and (ii) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, provided that CTWS is hereby made the parties agree that VeraSun shall be an express third-third party beneficiary of, and is entitled to specifically enforce of the obligations set forth in, provisions of Section 3(g) of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 2 contracts
Samples: Shareholders Agreement (Verasun Energy Corp), Shareholders Agreement (US BioEnergy CORP)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except for the provisions of Section 6.9 (which shall be for the benefit of the Indemnified Parties) and Section 9.5(b) (which shall be for the benefit of the Parent Parties and the Company Parties), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Safenet Inc), Merger Agreement (Stealth Acquisition Corp.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement, and (b) except as provided in Section 5.9(d) or as otherwise provided herein, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Prologis), Merger Agreement (Amb Property Lp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.04, is not intended to and shall not confer upon any Person person other than the parties hereto Parties (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express whether as third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Atheros Communications Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person Offers other than the parties hereto Confidentiality Agreement. For the avoidance of doubt and without limiting the foregoing, no provision of this Agreement, including any provision relating to employee benefits or compensation, shall be deemed to confer any rights hereunder; provided, however, that CTWS is hereby made an express as a third-party beneficiary of, and is entitled or otherwise on any person notwithstanding any principle of contractual interpretation that would otherwise be deemed to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)establish or confer such rights.
Appears in 2 contracts
Samples: Tender Offer Agreement (Business Objects S.A.), Tender Offer Agreement (Sap France S.A.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the Exhibits attached hereto and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement, agreement and understanding of the Parties in respect of its subject matter and supersedes all prior agreements and understandings, both agreements, or representations by or among the Parties, written and or oral, between to the parties with respect extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. Except as contemplated by Section 2.4 hereof. This Agreement is not intended , there are no third party beneficiaries having rights under or with respect to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Eastern American Natural Gas Trust), Purchase and Sale Agreement (Eastern American Natural Gas Trust)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and any other agreement or instrument contemplated hereby constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereofhereof and thereof. There are no restrictions, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement is not intended to to, and shall not does not, confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Share Purchase Agreement (Cap Gemini Sa), Share Purchase Agreement (Cap Gemini Sa)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the entire agreementother Transaction Documents constitute the final, complete and supersedes all prior agreements and understandings, both written and oral, exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersede all prior written agreements and all prior or contemporaneous oral agreements with respect to the subject matter hereof. This Except as expressly provided herein (including in Section 6.9 and Article IX), this Agreement is not intended to and shall not confer any third-party beneficiary rights or remedies upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) their respective successors and Section 4(o)permitted assigns.
Appears in 2 contracts
Samples: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereofof this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. This Agreement Agreement, other than as provided in Sections 6.2 and 6.3, is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 2 contracts
Samples: Merger Agreement (Centennial Cellular Corp), Merger Agreement (Century Communications Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and the documents and instruments delivered by the Parties in connection with this Agreement): (a) constitutes the entire agreement, agreement and supersedes all other prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This Agreement is not intended to ; and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, (b) except as provided in ARTICLE II and is entitled to specifically enforce the obligations set forth in, this Section 4(f5.3(c), Section 35.3(d), Section 4(h) 5.15, Section 5.16, and Section 4(o)5.18, is solely for the benefit of the Parties and their respective successors, legal representatives and assigns and does not confer on any other Person any rights or remedies hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Magnum Hunter Resources Inc), Merger Agreement (Cimarex Energy Co)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and the documents and instruments delivered by the Parties in connection with this Agreement): (a) constitutes the entire agreement, agreement and supersedes all other prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This Agreement ; and (b) except as provided in Section 5.13 (which is not intended to be for the benefit of the Persons covered thereby) is solely for the benefit of the Parties and shall their respective successors, legal representatives and assigns and does not confer upon on any Person other than the parties hereto Parties any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Cameron International Corp), Merger Agreement (Natco Group Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibit and Schedule hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.06, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express whether as third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Caterpillar Inc), Merger Agreement (Bucyrus International Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement, agreement among the parties and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement , including any confidentiality agreement entered into between the parties or their Affiliates prior to the date hereof with respect to the sale of the Business and (b) is not intended to and shall not confer upon any Person other than the parties hereto hereto, any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Warnaco Group Inc /De/), Stock Purchase Agreement (Phillips Van Heusen Corp /De/)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, and the Confidentiality Agreement constitutes referred to in the last sentence of Section 7.2, constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereofhereof and thereof. This Agreement Agreement, except for the provisions of Sections 7.8 and 7.15 (which shall be for the benefit of, and shall be enforceable by, the described beneficiaries thereto and their heirs, legal representations, successors and assigns), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Scotsman Industries Inc), Merger Agreement (Kysor Industrial Corp /Mi/)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 6.05, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Komag Inc /De/), Merger Agreement (Western Digital Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, together with the Exhibits and Disclosure Letters hereto, represents the entire agreement, understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all prior other oral or written agreements and understandingsheretofore made. Except for Section 5.12, both written and oral, between which confers rights on the parties with respect to the subject matter hereof. This Agreement described therein, nothing in this Agreement, express or implied, is not intended to and shall not confer upon any Person person, other than the parties hereto or their respective successors, any rights hereunder; providedrights, howeverremedies, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, or liabilities of any nature whatsoever under or by reason of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Standard AVB Financial Corp.), Merger Agreement (Pilgrim Bancshares, Inc.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter hereof. This hereof and no party hereto is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement other than as set forth in this Agreement, and (b) is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 2 contracts
Samples: Voting and Support Agreement (Finish Line Inc /In/), Merger Agreement
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Except as set forth in Section 4, this Agreement, the other Transaction Documents, and the documents referred to herein and therein, constitute the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between agreement among the parties with respect to the subject matter hereof, and no other agreements, warranties, representations or covenants regarding the subject matter hereof shall be of any force of effect unless in writing, executed by the party to be bound thereby and dated on or after the date hereof. This Agreement is not intended to and shall not confer upon any Person person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 2 contracts
Samples: Subordinated Bridge Loan Agreement (Daleen Technologies Inc), Subordinated Bridge Loan Agreement (Behrman Capital Ii Lp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Exhibits and Schedules hereto and the documents and instruments referred to herein, and the surviving confidentiality provisions of the letter of intent: (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is hereof and (b) are not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Automation Services Inc), Stock Purchase Agreement (National Automation Services Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto), the Confidentiality Agreement, any other confidentiality agreements entered into by co-investors in Parent, the Voting Agreement and the Guarantees constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except as set forth in Section 5.9, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Egl Inc), Merger Agreement (Crane James R)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein, including the Voting Agreement and the Confidentiality Agreements)
(a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement , other than the Confidentiality Agreements, which shall survive the execution and delivery of this Agreement, and (b) except as provided in Section 5.6, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Hoenig Group Inc), Merger Agreement (Investment Technology Group Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (i) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement , and (ii) except as contemplated by the definition of "Holders" in Section 1 hereof, is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Share Exchange Agreement (Quintiles Transnational Corp), Registration Rights Agreement (Quintiles Transnational Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, other than the persons intended to benefit from the provisions of Section 6.10 (Indemnification and is entitled to specifically enforce the obligations set forth in, this Section 4(fInsurance), Section 3, Section 4(h) and Section 4(o)who shall have the right to enforce such provisions directly.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp)
Entire Agreement; No Third-Party Beneficiaries. This Except as contemplated by Section 7.12, this Agreement, together with the Confidentiality Agreement and the other agreements and instruments referenced herein, (a) constitutes the entire agreementunderstanding, and supersedes all prior agreements and understandings, both written and oral, between agreement of the parties with respect to the subject matter hereof. This Agreement hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Physician Reliance Network Inc), Merger Agreement (American Oncology Resources Inc /De/)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with any Exhibit hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This of this Agreement, except for the Confidentiality Agreement and the Stockholders Agreements, and (b) except for the provisions of Section 5.05, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Merge Healthcare Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with any Exhibit hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.06, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Starbucks Corp), Merger Agreement (Teavana Holdings Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Company Disclosure Letter and the Parent Disclosure Letter, and the Schedules and Exhibits attached hereto) and the other agreements and instruments referred to herein constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereofof this Agreement. This Agreement Agreement, other than Section 5.04 (with respect to which the Indemnified Parties shall be third-party beneficiaries), is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 2 contracts
Samples: Merger Agreement (Macrochem Corp), Merger Agreement (Access Pharmaceuticals Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Schedules attached hereto, and the Confidentiality Agreement constitutes (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties Seller and the Buyer with respect to the subject matter hereof. This Agreement is hereof and thereof and (b) are not intended to and shall not confer any rights or remedies hereunder upon any Person other than the parties Parties hereto any rights hereunder; providedand thereto, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled Company Indemnified Parties to specifically enforce the obligations extent set forth in, this in Section 4(f), Section 3, Section 4(h) 7.4 and Section 4(o)Buyer Indemnitees to the extent set forth in Article IV.
Appears in 2 contracts
Samples: Purchase Agreement (Duquesne Light Holdings Inc), Purchase Agreement (Dqe Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the documents and the instruments referred to herein) (a) constitute the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is , and (b) are not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, provided that CTWS is hereby made an express third-party beneficiary of, the Confidentiality Agreement shall remain in full force and is entitled to specifically enforce effect until the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Lernout & Hauspie Speech Products Nv), Merger Agreement (Dictaphone Corp /De)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement)
(a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, howeverother than the persons intended to benefit from the provisions of Section 6.16, that CTWS is hereby made an express third-party beneficiary of, and is entitled who shall have the right to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)such provisions directly.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement) (a) 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 of this Agreement and (b) except for the provisions of Section 5.5, which shall inure to the benefit of and be enforceable by the Persons referred to therein, is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 2 contracts
Samples: Merger Agreement (Woronoco Bancorp Inc), Merger Agreement (Berkshire Hills Bancorp Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandingsunderstandings (including the Letter of Intent, other than with respect to Section 2 thereof (Good Faith Deposit)), both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is , and (b) are not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Business Acquisition Agreement, Business Acquisition Agreement (China Medical Technologies, Inc.)
Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. hereof and thereof.
(b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except as provided in Section 6.7, nothing in this Agreement, express or implied, is not intended to and or shall not confer upon any Person other than the parties hereto not a party to this Agreement any rights hereunder; providedrights, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)benefits or remedies of any nature whatsoever.
Appears in 2 contracts
Samples: Merger Agreement (Audible Inc), Merger Agreement (Amazon Com Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Company Letter and the Exhibit and Schedules to this Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This of this Agreement, except for the Confidentiality Agreement and (b) except for the provisions of Section 5.05 is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Ascential Software Corp), Merger Agreement (Micromuse Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and the documents and instruments delivered by the Parties in connection with this Agreement): (a) constitutes the entire agreement, agreement and supersedes all other prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This Agreement ; and (b) except as provided in ARTICLE II and Section 5.14 and Section 5.15, is not intended to solely for the benefit of the Parties and shall their respective successors, legal representatives and assigns and does not confer upon on any other Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Remington Oil & Gas Corp), Merger Agreement (Cal Dive International Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement)
(a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, other than the persons intended to benefit from the provisions of Section 6.12 (Indemnification and is entitled to specifically enforce the obligations set forth in, this Section 4(fInsurance), Section 3, Section 4(h) and Section 4(o)who shall have the right to enforce such provisions directly.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Documentum Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, taken together with the Exhibits hereto, the Company Disclosure Letter and the Confidentiality Agreement, (a) constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter hereof. This Agreement is Transactions and (b) except for Section 6.07 (from and after the Effective Time), Section 9.11(d) and Section 9.12, are not intended to and shall not confer upon any Person person other than the parties hereto any rights hereunder; providedor remedies, however, that CTWS is hereby made an express whether as third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof. This of this Agreement and (b) is not intended to and shall does not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, howeverother than the Indemnified Persons intended to benefit from the provisions of Section 5.9, that CTWS is hereby made an express third-party beneficiary of, and is entitled who shall have the right to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)such provisions directly.
Appears in 2 contracts
Samples: Merger Agreement (Top Image Systems LTD), Merger Agreement (AMICAS, Inc.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein or therein) (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, understandings (both written and oral, between ) among the parties with respect to the subject matter hereof. This of this Agreement and (ii) is not intended to and shall not confer any rights or remedies upon any Person other than the parties hereto hereto. For the avoidance of doubt, this Section 2.10(c) shall not limit or supersede the Merger Agreement or any rights hereunder; providedexhibits, however, that CTWS schedules or other documents attached thereto or contemplated thereby. The Company is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Fort Ashford Holdings LLC), Stockholder Agreement (Food Technology Service Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement, agreement and supersedes all other prior agreements and understandingsagreements, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement hereof and (b) except (i) for the Investors, who are intended third party beneficiaries solely with respect to Section 2.2, (ii) the Other Professionals, who are intended third party beneficiaries solely with respect to Article V, (iii) each Principal’s Group, and (iv) as provided in Section 5.8, Section 7.1 and Section 7.2, is not intended to and shall not confer upon any Person Person, other than the parties hereto hereto, any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholder Agreement (Apollo Global Management LLC)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Acquisition Agreement, the Confidentiality Agreement and any other agreement expressly contemplated herein or therein, constitutes the entire agreementagreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties or their affiliates with respect to the subject matter hereof. This Except as expressly set forth in Section 3.08, no provision of this Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Investor Rights Agreement (DHT Holdings, Inc.), Vessel Acquisition Agreement (DHT Holdings, Inc.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and the documents and instruments delivered by the Parties in connection with this Agreement): (a) constitutes the entire agreement, agreement and supersedes all other prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This Agreement ; and (b) except as provided in Article 2 and Sections 5.3(c), 5.3(d), 5.15, 5.16, 5.17 and 5.20, is not intended to solely for the benefit of the Parties and shall their respective successors, legal representatives and assigns and does not confer upon on any other Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 2 contracts
Samples: Merger Agreement (Prize Energy Corp), Merger Agreement (Magnum Hunter Resources Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, other than the persons intended to benefit from the provisions of Section 6.14 (Indemnification and is entitled to specifically enforce the obligations set forth in, this Section 4(fInsurance), Section 3, Section 4(h) and Section 4(o)who shall have the right to enforce such provisions directly.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Legato Systems Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including the documents and instruments referred to herein (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement ; (b) is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled no party has relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to specifically enforce the obligations set forth in, in this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Villageedocs Inc), Stock Purchase Agreement (Pegasus Solutions Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, together with the documents referred to herein or delivered pursuant hereto, (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement hereof and of the documents referred to herein or delivered pursuant hereto, and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Employee Stockholder Agreement (Blount International Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereof. This Agreement is of this Agreement, and (b) except for the provisions of Section 7.9 (which, from and after the Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to and shall not confer upon any Person other than the parties Parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This , other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement to the extent provided in Section 6.2(b), and (b) except for Section 6.9 (Indemnification; Directors' and Officers' Insurance), is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Merger Agreement (Hancock John Financial Services Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including the documents and the instruments referred to herein (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter hereof. This hereof and no party hereto is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement other than as set forth in this Agreement, and (b) is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 1 contract
Samples: Voting and Support Agreement (Wesco Aircraft Holdings, Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto and the Company Disclosure Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.05, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 1 contract
Samples: Merger Agreement (Filenet Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein, (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This , other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement and (b) except as provided in Section 6.9, is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This , other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement in accordance with their terms and (b) except as provided in Sections 6.9(a) and (b) (which are intended for the benefit of only the persons specifically named therein), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein, which are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein) and the Confidentiality Agreement (a) constitutes the entire agreementagreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, agreements and instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereofof this Agreement and neither party is relying on any other oral or written representation, agreement or understanding. This Except for the provisions set forth in Section 5.5 (which are intended to benefit the Indemnified Parties, including Indemnified Parties who or which are not parties hereto), nothing in this Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement Agreement, except as provided in the next sentence, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided. The parties hereto expressly intended the provisions of Sections 5.8 and 5.10 to confer a benefit upon and be enforceable by, howeveras third party beneficiaries of this Agreement, that CTWS is hereby made an express third-party beneficiary of, and is entitled the third persons referred to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or intended to be benefited by such provision.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and the documents and instruments delivered by the parties in connection with this Agreement) (a) constitutes the entire agreement, agreement and supersedes all other prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement ; and (b) except as provided in Article II or Section 5.13, 5.14 or 5.16, is not intended to and shall not confer upon any Person other than solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns and does not confer on any other person any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein, including the Confidentiality Agreement)
(a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, howeverother than the persons intended to benefit from the provisions of Section 6.16, that CTWS is hereby made an express third-party beneficiary of, and is entitled who shall have the right to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)such provisions directly.
Appears in 1 contract
Samples: Merger Agreement (Data General Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement, including all exhibits and schedules attached hereto, and the Confidentiality Agreement constitutes constitute the entire agreement, agreement and supersedes supersede any and all other prior agreements and understandingsundertakings, both written and oral, between among the parties hereto, or any of them, with respect to the subject matter hereof. This Agreement hereof and does not, and is not intended to and shall not to, confer upon any Person (other than the parties hereto Purchaser Indemnified Parties and the Seller Indemnified Parties pursuant to Section 9.2 and the parties’ respective permitted successors and assigns) any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, together with the Exhibits and Disclosure Letters hereto, represents the entire agreement, understanding of the Parties hereto with reference to the transactions contemplated hereby and supersedes any and all prior other oral or written agreements and understandingsheretofore made. Except for Section 5.12, both written and oralwhich confers rights on the Parties described therein, between the parties with respect to the subject matter hereof. This Agreement nothing in this Agreement, express or implied, is not intended to and shall not confer upon any Person person, other than the parties Parties hereto or their respective successors, any rights hereunder; providedrights, howeverremedies, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, or liabilities of any nature whatsoever under or by reason of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the documents and instruments referred to herein) (a) constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This of this Agreement is and (b) except for the provisions of Section 6.1 which shall inure to the benefit of and be enforceable by the persons referred to therein, are not intended to and shall not confer upon any Person person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 4.04, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 1 contract
Samples: Arrangement Agreement (Cognos Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is hereof and thereof; except that the binding provisions of the Letter of Intent between the Company and Purchasers, dated August 2, 2005, shall survive in accordance with their terms and (b) are not intended to and shall not confer any rights or remedies upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)thereto.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with any Exhibit hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.05, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 1 contract
Samples: Merger Agreement (DemandTec, Inc.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and all documents and instruments referred to herein (a) constitute the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is , and (b) except as provided in Section 5.17 are not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; providedprovided that the Confidentiality Agreements shall remain in full force and effect until the Effective Time. Each party hereto agrees that, however, that CTWS is hereby made an express third-party beneficiary of, except for the representations and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).warranties contained in this
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto), the Written Consent and Voting Agreement, the Equity Commitments and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof and thereof. Except for the provisions of Section 5.12 hereof. This , this Agreement is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Merger Agreement (Samsonite Corp/Fl)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein, including the Option Agreements) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This , other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement and (b) except as provided in Section 5.11, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement Agreement, except as provided in the next sentence, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided. The parties hereto expressly intended the provisions of Sections 5.11 and 5.13 to confer a benefit upon and be enforceable by, howeveras third party beneficiaries of this Agreement, that CTWS is hereby made an express third-party beneficiary of, and is entitled the third persons referred to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or intended to be benefited by such provision.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Merger Agreement and the documents and the instruments referred to herein, (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This , other than the Confidentiality Agreement, which shall survive the execution and delivery of this 15 Agreement and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto and the Company Disclosure Schedule, constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 6.5, is not intended to and shall not confer upon any Person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 1 contract
Samples: Merger Agreement (ARGON ST, Inc.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and any other documents and instruments referred to herein) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This The provisions of Sections 5.5 and 5.6 are intended to be for the benefit of, and shall be enforceable by, the persons referred to therein and their respective heirs and representatives. Except as provided in the immediately preceding sentence, this Agreement is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto) and the Nondisclosure Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except for the provisions of Section 2.1(a), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Merger Agreement (Biotel Inc.)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the documents and instruments referred to herein or delivered pursuant hereto, including Exhibits, Schedules (including the Disclosure Schedule) and the Confidentiality Agreement between the Company and Parent (i) constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This of this Agreement is and (ii) except for the provisions of Article 2, and Section 5.6, are not intended to and shall not confer upon any Person other than the parties hereto Parties any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement (including the documents and the instruments referred to herein and therein): (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This , and (b) other than the provisions of Section 7.1 hereof, nothing expressed or implied in this Agreement is not intended or will be construed to and shall not confer upon or give to any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, or remedies under or by reason of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement or any Transaction.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Except for the provisions of Section 5.6 and Section 6.3, which are intended to be enforceable by, and for the express benefit of, the Persons respectively referred to therein, this Agreement, the Disclosure Letter and the other Transaction Documents (a) constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between among the parties Parties, or any of them, with respect to the subject matter hereof. This Agreement is hereof and thereof and (b) are not intended to and shall will not confer any benefit upon any Person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)Parties.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) together with the Wrangler Amendment and Assignments (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof. This Agreement hereof and thereof, and (b) is not intended to and shall not confer upon any Person person other than the parties Parties hereto and thereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies hereunder or thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) together with the Exhibits hereto, the Company Letter and the Parent Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.05, is not intended to and shall not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights hereunder; provided(legal, howeverequitable or otherwise) or remedies, that CTWS is hereby made an express third-whether as third party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)beneficiaries or otherwise.
Appears in 1 contract
Samples: Merger Agreement (SPSS Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the documents and the instruments referred to herein and any other writings signed by each of the Parties with respect to any related matters) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement is , and (b) are not intended to and shall not confer upon any Person person other than the parties hereto any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations or remedies hereunder except as set forth in, in Article IX of this Section 4(f), Section 3, Section 4(h) and Section 4(o)Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aros Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein, including, without limitation, the Registration Rights Agreement, Securities Purchase Agreement and Certificate of Designations) (a) constitutes the entire agreement, agreement and supersedes all prior agreements agreements, and understandingsunderstandings and communications, both written and oral, between among the parties with respect to the subject matter hereof. This Agreement , and (b) is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Exchange Agreement (Emagin Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and letters hereto), the Confidentiality Agreements and the Guarantees constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except as set forth in Section 5.9, is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Merger Agreement (Kinder Morgan Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the annexes, exhibits and schedules hereto) constitutes the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except for the provisions of Section 6.9 (which shall be for the benefit of the Indemnified Parties) and Section 9.5(b) (which shall be for the benefit of the Parent Parties), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the exhibits and schedules hereto constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and, except for the provisions of Section 6.8 (which shall be for the benefit of the Covered Persons), is not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereof. This of this Agreement is and (b) except for the provisions of Section 6.4 which shall inure to the benefit of and be enforceable by the persons referred to therein, are not intended to and shall not confer upon any Person person other than the parties hereto Parties any rights hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o)or remedies.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement (including the exhibits hereto and the documents and the instruments referred to herein and therein): (a) constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter hereof. This , including the Exclusivity Letter Agreement is dated June 3, 1999 and (b) except as provided in Section 5.10 with respect to the Indemnified Parties, are not intended to and shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder; provided, however, that CTWS is hereby made an express third-party beneficiary of, and is entitled to specifically enforce the obligations set forth in, this Section 4(f), Section 3, Section 4(h) and Section 4(o).
Appears in 1 contract
Samples: Merger Agreement (SCH Holdings Corp)