Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 5 contracts
Samples: Stockholder Agreement (Interlink Computer Sciences Inc), Stockholder Agreement (Sterling Software Inc), Stockholder Agreement (Information Advantage Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties. This Agreement shall not affect or in any way amend any of the Existing Contracts.
Appears in 5 contracts
Samples: Stockholder Agreement (Shelby Williams Industries Inc), Stockholder Agreement (Interlink Computer Sciences Inc), Stockholder Agreement (Sterling Software Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties. This Agreement shall not affect or in any way amend any of the Existing Contracts.
Appears in 4 contracts
Samples: Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section Sections 4.1(c) and 4.1(d) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 3 contracts
Samples: Stockholder Agreement (Cayenne Software Inc), Stockholder Agreement (Cayenne Software Inc), Stockholder Agreement (Sterling Software Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and except as otherwise expressly provided for herein, it is not intended the intention of the parties to confer third-party beneficiary rights upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesperson.
Appears in 3 contracts
Samples: Common Share Option Agreement (Global Election Systems Inc), Common Share Option Agreement (Global Election Systems Inc), Stock Option Agreement (Cendant Corp)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c4.1(b) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 3 contracts
Samples: Stockholders Agreement (Honeywell International Inc), Stockholders Agreement (Pittway Corp /De/), Stockholders Agreement (Harris Irving B/Harris Neison/Harris William W Trust/ Et Al)
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, among the parties with respect to the subject matter hereof and (b) except for the provisions of this AgreementSections 7.9, 7.10(b) and 7.11(a), (b)(only with respect to officers) and (d), is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 3 contracts
Samples: Merger Agreement (Commerce Clearing House Inc), Merger Agreement (Wolters Kluwer Nv /Adr/), Merger Agreement (CCH Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes and the other agreements referred to herein constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the 60 subject matter of this Agreement. This Agreement, and other than Section 6.4, is not intended to confer upon any person Person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Price Thomas A), Agreement and Plan of Merger and Reorganization (Firstamerica Automotive Inc /De/)
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, among the parties with respect to the subject matter of this Agreementhereof, and (b) except as provided in Sections 6.13 and 6.15 is not intended to confer upon any person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Borland International Inc /De/), Merger Agreement (Borland International Inc /De/)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes Agreement, together with Annex A hereto, constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter of this hereof and thereof. This Agreement, and except for the provisions of Section 5.7, is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partieshereunder.
Appears in 2 contracts
Samples: Merger Agreement (Wiltel Communications Group Inc), Merger Agreement (Leucadia National Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among understanding between the parties with in respect to of the subject matter of matters set forth herein. Nothing in this Agreement, and Agreement or in any schedule or exhibit referenced herein is not intended to confer upon on any person or entity, other than the parties hereto, any rights rights, benefits or remedies; providedremedies under or by reason of this Agreement. Notwithstanding the foregoing, however, that the provisions of Section 4.1(cthis subsection 21(e) are intended shall not apply to inure to the benefit of, and to be enforceable by, the Released Partiessubsection 12(c) above.
Appears in 2 contracts
Samples: Master Outsourcing Agreement (Linuxcare Inc), Master Outsourcing Agreement (Linuxcare Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 2 contracts
Samples: Stockholder Agreement (Sterling Software Inc), Stockholder Agreement (Interlink Computer Sciences Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this AgreementAgreement (except for the letter agreement referenced in the last sentence of Section 6.2). Other than the provisions of Section 6.8, and this Agreement is not intended to confer upon any person (including without limitation any employees or former employees of Company), other than the parties hereto, any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.or
Appears in 2 contracts
Samples: Merger Agreement (Sterling Software Inc), Merger Agreement (Interlink Computer Sciences Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes The ----------------------------------------------- Transaction Agreements, taken together, (a) constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter Transactions and (b) except for the provisions of this AgreementArticle II, Section 6.04 and is Section 6.06, are not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atlantic Richfield Co /De), Merger Agreement (Union Texas Petroleum Holdings 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, among the parties with respect to the subject matter of this Agreementhereof, and (b) except for the provisions of Section 6.7 is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Earth Technology Corp Usa), Merger Agreement (Tyco International LTD)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement ----------------------------------------------- (i) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, hereof and (ii) is not intended to confer upon any person other than the parties hereto (and, with respect to Section 7(a) and (h) only, the Company) any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 2 contracts
Samples: Support Agreement (Atria Communities Inc), Support Agreement (Atria Communities Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.. This Agreement shall not affect or in any way amend any of the Existing Contracts. 5
Appears in 2 contracts
Samples: Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, hereof and (b) is not intended to confer upon any person Person, other than the parties hereto (or with respect to Section 4.3, the parties referenced therein), any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Khanty Mansiysk Oil Corp)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and hereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies; providedremedies hereunder, however, that the provisions of except as set forth in Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties7.10.
Appears in 1 contract
Samples: Dakota Exchange Agreement (Pepsi Cola Puerto Rico Bottling Co)
Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Except as provided in Section 5.5, and this Agreement is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- ----------------------------------------------- Agreement constitutes constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and thereof and except for the provisions of this AgreementSection 5.9 hereof, and is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this AgreementAgreement (provided, however, that the provisions of the Confidentiality Agreement shall remain valid and in effect) and, is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Stock and Note Purchase Agreement (Merisel Inc /De/)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes and the other Arrangement Agreements (a) constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this AgreementAgreement and (b) except for the provisions of Sections 4.04 and 4.06, and is are not intended to confer upon any person Person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Samples: Arrangement Agreement (Ultramar Diamond Shamrock Corp)
Entire Agreement; No Third-Party Beneficiaries. This Agreement (together ---------------------------------------------- Agreement with 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, among the parties Parties with respect to the subject matter hereof; and (b) except as provided in paragraph 2 or paragraphs 5.8 or 5.9, is solely for the benefit of this Agreementthe Parties and their respective successors, legal representatives and is assigns and does not intended to confer upon on any person other than the parties Person any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
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, among the parties hereto with respect to the subject matter of this Agreement, Agreement and (ii) is not intended to confer upon any person other than the parties hereto (and the persons specified as proxies in Section 4) any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Samples: Voting Agreement (McLeodusa Inc)
Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- Agreement (including the documents and the instruments referred to herein, including the Non-Disclosure Agreement)
(a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof, and (b) except as provided in Sections 7.2 and 7.3, is not intended to confer upon any person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bi Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement Agreement, ------------------------------------------------ (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this AgreementAgreement and (ii) except for the provisions of Section 7.1, and is not intended to confer upon any person Person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, and is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section Sections 4.1(c) and 4.1(d) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this AgreementAgreement and except for the provisions of Section 5, and is are not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Samples: Principal Stockholders Agreement (Fairfield Communities Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement Agreement, including the Company Disclosure Letter and the other documents and instruments referred to herein, (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof and (b) except for Sections 7.4 and 7.8, and is not intended to confer upon any person other than the ------------ --- parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Merger Agreement (Syntro Corp /De/)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents and instruments referred to herein and the schedules attached hereto) (a) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) except for the provisions of this AgreementSection 5.5, and is are not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes the entire agreement, agreement and supersedes supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter of this Agreementhereof, and this Agreement is not intended to confer upon any other person other than the parties any rights or remediesremedies hereunder; provided, however, that the provisions of Section 4.1(c) 2.1 are intended to inure to be for the -------- ------- benefit of, of and to be enforceable by, by the Released Partiesperson designated by Xxxxxx as his beneficiary in the Beneficiary Designation and Election form under the SERP.
Appears in 1 contract
Samples: Termination Agreement (Securitas Ab)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes and the other agreements referred to herein constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement, and other than Section 5.07, is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Parties.
Appears in 1 contract
Entire Agreement; No Third-Party Beneficiaries. This Agreement, ---------------------------------------------- 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, among the parties with respect to the subject matter hereof and (ii) except in respect of this AgreementSection 9, and is not intended to confer upon any person or entity other than the parties any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Stock Voting and Tender Agreement (Carroll Wallace E Family)
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, among between the parties with respect to the subject matter of this Agreement, hereof and (b) other than Section 7.6 is not intended to confer upon any person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)
Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement constitutes constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and thereof and except for the provisions of this AgreementSection 5.9 hereof, and is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remedies; provided, however, that the provisions of Section 4.1(c) are intended to inure to the benefit of, and to be enforceable by, the Released Partiesremedies hereunder.
Appears in 1 contract
Samples: Merger Agreement (Alumax Inc)