Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits and attachments hereto, including the Company Disclosure Letter, the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination provisions of this Agreement shall supersede any conflicting provisions of the Confidentiality Agreement, and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.12.
Appears in 4 contracts
Samples: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (Yahoo Inc), Merger Agreement (US BioEnergy CORP)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 4 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Merger Agreement (Soefl Inc.)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (iib) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.115.10.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Confidentiality Agreement, the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof hereof, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (iib) except for the provisions of Section 5.14 are not intended to confer upon any Person, other Person than the parties, any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11remedies.
Appears in 3 contracts
Samples: Merger Agreement (Msystems LTD), Merger Agreement (Sandisk Corp), Merger Agreement (M-Systems Flash Disk Pioneers LTD)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Confidentiality Agreement, the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof hereof, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (iib) except for the provisions of Section 5.16 are not intended to confer upon any Person, other Person than the parties, any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11remedies.
Appears in 3 contracts
Samples: Merger Agreement (Saifun Semiconductors Ltd.), Merger Agreement (Spansion Inc.), Merger Agreement (Saifun Semiconductors Ltd.)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits and attachments hereto, including the Certificate of Designations, Exchange Agreement, Company Disclosure Letter, the Parent Disclosure LetterLetter and Confidentiality Agreement, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 2 contracts
Samples: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen Inc \De)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.115.10.
Appears in 2 contracts
Samples: Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.8.
Appears in 2 contracts
Samples: Merger Agreement (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Transcend Therapeutics Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (iib) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.116.05.
Appears in 2 contracts
Samples: Merger Agreement (Globalive Communications Corp.), Merger Agreement (Yak Communications Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.15.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof (it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing Closing) and shall survive any termination of this Agreement in accordance with its terms and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.115.9.
Appears in 2 contracts
Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.10.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Triquint Semiconductor Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the ------------------------------------------- documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.12.
Appears in 2 contracts
Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, provided in Section 5.11 following the Effective Time, in Section 5.11.Time of Merger I.
Appears in 2 contracts
Samples: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing Effective Time and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.115.10.
Appears in 1 contract
Samples: Merger Agreement (Neoware Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (ii) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.11 hereof.
Appears in 1 contract
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.116.11.
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Sellers Disclosure Letter, the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement Letter and the Tax Representation Letters Buyer Disclosure Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until and shall survive the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective TimeClosing, in Section 5.116.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Water Pik Technologies Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its Exhibits and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.115.10.
Appears in 1 contract
Samples: Merger Agreement (Macromedia Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the Parties as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 1 contract
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, the Parent Disclosure Letter, Letter and the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Agreements (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 1 contract
Samples: Merger Agreement (Tarantella Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Seller Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement Agreements shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (ii) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 1 contract
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement Letter and the Tax Representation Letters Acquiror Disclosure Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.116.10.
Appears in 1 contract
Samples: Merger Agreement (Sage Inc/Ca)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood agreed that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.11Sections 5.10 or 5.
Appears in 1 contract
Samples: Merger Agreement (At Home Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the ------------------------------------------- documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood agreed that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement Agreement; and (iib) are not intended to confer upon any other Person person any rights or remedies hereunder, except as specifically provided, following the Effective Time, provided in Section 5.11Sections 5.10 or 5.
Appears in 1 contract
Samples: Merger Agreement (Imall Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and all exhibits the documents and attachments heretoinstruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter, Letter and the Parent Disclosure Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)