Entire Agreement; Third Party Sample Clauses

Entire Agreement; Third Party. Beneficiaries This Agreement and the Ancillary Agreements, including the Exhibits and Schedules thereto, and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions. Except for (i) the rights of the Company Shareholders to receive the Per Share Merger Consideration following the Effective Time in accordance with Section 3.1, (ii) the rights of the Optionholders to receive the Option Payment following the Effective Time in accordance with Section 3.1, and (iii) as provided in Section 11 (Indemnification), this Agreement and the Ancillary Agreements, including the Exhibits and Schedules thereto, are not intended to confer upon any Person other than the Parties any rights or remedies. 37 16.7 Governing Law This Agreement, the Transactions, all acts hereunder and all obligations of the Parties shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the conflict of law provision or rule (whether of the State of Israel or otherwise) that would cause the applicable of the Laws of any jurisdiction other than the State of Israel. 16.8 Arbitration In the event that a resolution is not reached among the Parties within thirty (30) days after written notice of a dispute, then the dispute shall be submitted to arbitration in accordance with this Section 16.8. Any disputes arising between the Parties relating to this Agreement, or its interpretation, execution or breach thereof, shall be exclusively resolved by arbitration to be conducted and all decisions and awards shall be rendered in accordance with the rules of the Israeli Arbitration Law, 5728-1968, as amended (the “Arbitration Law”), which rules and procedures are deemed to be incorporated by reference into this Agreement, except as otherwise provided herein. To the maximum extent permitted under applicable Legal Requirements, any such arbitration (including its existence, any materials exchanged or disclosed therein, the proceedings and the arbitrator’s award) shall be conducted on a confidential basis. Any such arbitration shall be conducted in the English language, in Tel Aviv, Israel (or as determined by the arbitrator), by one arbitrator who shall be selected by the Parties (or, if the Parties are unable to reach an agreement on the identity of the arbitrator, the President of the Israeli Bar shall select such arbitrator). All ...
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Entire Agreement; Third Party. Beneficiaries. This Agreement (including the documents and -------------- the instruments referred to herein) (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 7.07 and Section 7.09, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
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Entire Agreement; Third Party. Beneficiaries............................................... SECTION 10.06.
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Entire Agreement; Third Party. Beneficiaries 35 9.3 Successors 35 9.4 Assignments 35 9.5 Notices 35 9.6 Construction 36 9.7 Time 37 9.8 Counterparts 37 9.9 Amendments and Waivers 37 9.10 Headings 37 9.11 Governing Law 37 9.12 Severability 37 9.13 Incorporation of Exhibits 37 9.14 Remedies 37 Exhibit A Form of Global Agreement Exhibit B Form of Amended Partnership Agreement Exhibit C Form of Convertible Debenture Exhibit D Form of Registration Rights Agreement Exhibit E Form of Restated GP Holdco LLC Agreement Exhibit F Form of Assignment and Assumption Agreement PURCHASE, SALE & CO-INVESTMENT AGREEMENT This Purchase, Sale & Co-Investment Agreement (this “Agreement’) is entered into as of October 21, 2010, by and among Blueknight Energy Holding, Inc., a Delaware corporation (“Vitol”), and CB-Blueknight, LLC, a Delaware limited liability company (“Charlesbank”).
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Related to Entire Agreement; Third Party

  • 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; Third Party Beneficiaries This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  • 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; 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 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Entire Agreement of the Parties This Agreement constitutes and contains the entire understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, between the Parties respecting the subject matter hereof.

  • 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; No Third-Party Beneficiaries This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

  • Entire Agreement; Successors This Agreement and the Exhibits 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 the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. The representations, warranties and agreements contained in this Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

  • Entire Agreement; Conflict This Loan Agreement and the other Loan Instruments executed prior or pursuant hereto constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby or thereby and supersede any prior agreements, whether written or oral, relating to the subject matter hereof. In the event of a conflict between the terms and conditions set forth herein and the terms and conditions set forth in any other Loan Instrument, the terms and conditions set forth herein shall govern.

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