Entire Agreement; Parties in Interest. This Agreement (together with the Exhibits, the Parent Disclosure Schedule and the Company Disclosure Schedule) and the Confidentiality Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided that, following the Effective Time, the provisions of Article III and of Section 6.8 shall inure to the benefit of those Persons benefiting therefrom who are intended third-party beneficiaries thereof.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)
Entire Agreement; Parties in Interest. This Agreement (together with the Exhibits, the Parent Disclosure Schedule, Company Disclosure Schedule and the Company Disclosure Schedule) other instruments delivered pursuant hereto), the Debt Commitment Letters and the Confidentiality Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided that, following the Effective Time, that the provisions of Article III 3, Section 6.9 and of Section 6.8 6.13 shall inure to the benefit of those Persons benefiting therefrom who are intended third-party beneficiaries thereof.
Appears in 2 contracts
Samples: Merger Agreement (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp)
Entire Agreement; Parties in Interest. This Agreement (together with the Exhibits, the Parent Disclosure Schedule, Company Disclosure Schedule and the Company Disclosure Schedule) other instruments delivered pursuant hereto), the Commitments, the Limited Guarantee and the Confidentiality Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided that, following the Effective Time, that the provisions of Article III Sections 3.5.1 and of Section 6.8 6.9 shall inure to the benefit of those Persons benefiting therefrom who are intended third-party beneficiaries thereof.
Appears in 1 contract
Samples: Merger Agreement (Guitar Center Inc)