Entire Agreement; Side Letters Sample Clauses

Entire Agreement; Side Letters. This Agreement (together with the agreements, appointments, representations and warranties of each Limited Partner set forth in any Subscription Agreement executed by such Limited Partner as well as the terms and provisions of any written agreement executed by the General Partner on its own behalf and/or on behalf of the Partnership and a Limited Partner and designated therein as a “side letter” to this Agreement) contains the entire understanding among the Partners, and supersedes any prior written or oral agreement between them, respecting the Partnership. There are no (and no Partner has relied upon any) representations, agreements, arrangements, or understandings, oral or written, among the Partners or any subset thereof relating to the Partnership which are not fully expressed in this Agreement (or, to the extent provided in the preceding sentence, any such Subscription Agreement or side letter). Except as otherwise specifically provided in this Agreement, each such side letter or Subscription Agreement is a separate agreement among the parties thereto and shall not be deemed incorporated into this Agreement. If there is any conflict between this Agreement and any other constituent, organizational, formation or similar document relating to the Partnership in any jurisdiction (e.g., any certificate of formation, charter, bylaws or similar document), the provisions of this Agreement shall control to the maximum extent permitted by applicable law. Notwithstanding the provisions of this Agreement (including Section 10.5) or of any Subscription Agreement, it is hereby acknowledged and agreed that the General Partner on its own behalf and on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or of any Subscription Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement or of any Subscription Agreement.
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Entire Agreement; Side Letters. This Agreement, the Subscription Agreements and side letters or other written agreements entered into with any Limited Partner, constitute the entire agreement among the Partners with respect to the subject matter hereof and supersede any prior agreement or understanding among them with respect to such subject matter, including the Memorandum. The representations and warranties of the Partnership and the Limited Partners in and the other provisions of the Subscription Agreements shall survive the execution and delivery of this Agreement. Notwithstanding any other provision of this Agreement or any Subscription Agreement, in addition to this Agreement and the Subscription Agreements, the Limited Partners hereby acknowledge and agree that the General Partner, on its own behalf or on behalf of the Partnership, may enter into side letters or other written agreements to or with any Limited Partner without the consent of any Person, including any other Limited Partner, that have the effect of establishing rights under, or altering or supplementing the terms hereof and of any Subscription Agreement with respect to such Limited Partner. The Limited Partners hereby further agree that the terms of any such side letter or other agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement or any of the Subscription Agreements.
Sample 1
Entire Agreement; Side Letters. (a) This Agreement, together with the related Subscription Agreements and any other written agreement between the General Partner, on behalf of the Partnership, and any Limited Partner, shall constitute the entire agreement and understanding among all the patties hereto with respect to the subject matter hereof. The parties hereto acknowledge that, notwithstanding any other provision of this Agreement (including Section XII.1 ) or any Subscription Agreement, the General Partner, on its own behalf or on behalf of the Partnership, without any act, consent or approval of any other Partner, may enter into side letters or other writings to or with one (1) or more Limited Partners, which have the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or any Subscription Agreement, including with respect to the payment of Management Fees (each, a “Side Letter”). The parties agree that any rights established, or any terms of this Agreement or any Subscription Agreement altered or supplemented, in a Side Letter to or with one (1) or more Limited Partners shall govern with respect to such Limited Partners) notwithstanding any other provision of this Agreement or any Subscription Agreement.
Sample 1
Entire Agreement; Side Letters. This Agreement, together with the related subscription agreements and any other written agreement between the General Partner, on behalf of the Partnership, and any Limited Partner, shall constitute the entire agreement and understanding among all the parties hereto with respect to the subject matter hereof. The parties acknowledge that notwithstanding any other provision of this Agreement or any subscription agreement, it is hereby acknowledged and agreed that the General Partner, on its own behalf or on behalf of the Partnership, and without the approval of any Person, may enter into a side letter or similar agreement to or with one or more Limited Partners that has the effect of establishing rights under, or altering or supplementing the terms hereof or of any subscription agreement with respect to such Limited Partners. The parties agree that any terms contained in a side letter or similar agreement with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement or any subscription agreement.
Sample 1

Related to Entire Agreement; Side Letters

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • Entire Agreement; Amendments This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

  • Entire Agreement; Amendments, Etc This Agreement contains the entire agreement and understanding of the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter thereof. No modification, amendment, waiver or alteration of this Agreement or any provision or term hereof shall in any event be effective unless the same shall be in writing, executed by both parties hereto, and any waiver so given shall be effective only in the specific instance and for the specific purpose for which given.

  • Entire Agreement; Amendment This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

  • Entire Agreement; Modifications This Agreement constitutes the entire and final expression of the agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. This Agreement may be modified or amended only by an instrument in writing signed by both parties hereto.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • Entire Agreement; Prior Agreements This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, oral or written, concerning the subject matter contained herein, including without limitation any prior agreements between the Company and Employee. It may not be changed or altered, except by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

  • Entire Agreement; Assignment This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

  • Entire Agreement; Amendments; Attachments (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. The Buyer, by the consent of its Directors or officers, and the Seller may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the Seller.

  • Entire Agreement; Amendments; Waiver This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

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