Entire Agreement; Supersedes Prior Agreement Sample Clauses

Entire Agreement; Supersedes Prior Agreement. This Agreement and the Exhibits and Schedules hereto and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
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Entire Agreement; Supersedes Prior Agreement. This Agreement and the other Transaction Documents (in each case including all the exhibits and schedules hereto and thereto) constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. This Agreement supersedes the Letter Agreement dated February 23, 2000 between the Company and Silver Lake, the Letter Agreement dated April 11, 2000 between the Company and Silver Lake, the Letter Agreement dated May 1, 2000 between the Company and Silver Lake, and the Securities Purchase Agreement dated as of July 26, 2000 between the parties hereto. Other than the representations, warranties, covenants and agreements set forth herein and in the other Transaction Documents to which they are parties, neither the Company, on the one hand, nor the Investors, on the other hand, has made or is making any representation, warranty, covenant or agreement, express or implied, with respect to the matters contained in this Agreement and the other Transaction Documents, and no promise or inducement for this Agreement or the other Transaction Documents has been made by the Company to the Investors, or by the Investors to the Company, other than as set forth in this Agreement and the other Transaction Documents to which they are parties. This Agreement is executed by the Company and each of the Investors freely and voluntarily, and without reliance upon any statement or representation by the Company to the Investors or any of their Affiliates, attorneys or agents, or by the Investors to the Company or any of its Affiliates, attorneys or agents, except as set forth herein and in the other Transaction Documents to which they are parties.
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Entire Agreement; Supersedes Prior Agreement. This Agreement and the Exhibits hereto, the Notes, the Noteholders Agreement, the Investors' Rights Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
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Entire Agreement; Supersedes Prior Agreement. This Agreement supersedes any prior restricted stock agreement between the undersigned and the Company. All shares of the Company's Stock owned by Participant (or a Transferee Entity with respect to such Participant) at the time this Agreement is signed, as well as all acquisitions of the Company's Stock subsequent thereto, shall be subject to the provisions of this Agreement and any relevant Acquisition Agreement. All prior promises, negotiations, representations or agreements concerning the subject matter of this Agreement not expressly set forth in this Agreement or the relevant Acquisition Agreement are of no force or effect. All references in any document or instrument referring to the restricted stock agreement shall be deemed to include a reference to this Agreement. This Agreement and any relevant Acquisition Agreement shall cover all shares of Stock or other securities of the Company owned by Participant as of the date of this Agreement, regardless of the manner in which Participant acquired such shares of Stock or other securities of the Company, excluding (unless otherwise specifically provided for in this Agreement or relevant Acquisition Agreement): (i) shares of Stock held by or for Participant's benefit in the ASOP, and (ii) shares of Stock acquired upon exercise of a stock option granted by the Company pursuant to a stock option agreement that expressly indicates that such shares shall not be covered by this Agreement.
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Entire Agreement; Supersedes Prior Agreement. This Agreement supersedes any prior Restricted Stock Agreement between the undersigned and the Company. All shares of the Company's Stock owned by Participant (or a Transferee Entity with respect to such Participant) at the time this Agreement is signed, as well as all acquisitions of the Company's Stock subsequent thereto, shall be subject to the provisions of this Agreement. All prior promises, negotiations, representations or agreements concerning the subject matter of this Agreement not expressly set forth in this Agreement are of no force or effect. All references in any document or instrument referring to the Restricted Stock Agreement shall be deemed to include a reference to this Agreement. This Agreement shall cover all shares of Stock or other securities of the Company owned by Participant as of the date of execution of this Agreement, regardless of the manner in which Participant acquired such shares of Stock or other securities of the Company, excluding (unless otherwise specifically provided for in this Agreement): (i) shares of Stock held by or for Participant's benefit in the ASOP, and (ii) shares of Stock acquired upon exercise of a stock option granted by the Company pursuant to an option agreement that expressly indicates that such shares shall not be covered by the Agreement.
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Related to Entire Agreement; Supersedes Prior Agreement

  • Entire Agreement; Supersedure This Agreement constitutes the entire agreement of the Members and their respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written.

  • 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.

  • Supersedes Prior Agreement This Agreement supersedes any prior indemnification agreement between Indemnitee and the Company or its predecessors.

  • Supersedes Prior Agreements This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Optionee regarding the grant of the Options covered hereby.

  • 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, 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/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; 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; Survival This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein and supersedes, effective as of the date hereof any prior agreement or understanding between Employer and Employee with respect to Employee's employment by Employer. The unenforceability of any provision of this Agreement shall not effect the enforceability of any other provision. This Agreement may not be amended except by an agreement in writing signed by the Employee and the Employer, or any waiver, change, discharge or modification as sought. Waiver of or failure to exercise any rights provided by this Agreement and in any respect shall not be deemed a waiver of any further or future rights.

  • Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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