Exclusive Agreement; No Third-Party Beneficiaries. This ------------------------------------------------- Agreement, the Stock Purchase Agreement and the Related Agreements (as defined in the Stock Purchase Agreement) constitute the sole understanding of the parties with respect to the subject matter hereof and any verbal or written communication between the parties prior to the adoption of this Agreement shall be deemed merged herein and of no further force and effect. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Escrow Agreement and the Merger Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Escrow Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, 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 Escrow Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Agreement (including the Seller Disclosure Schedule and all Exhibits and Schedules hereto), the Confidentiality Agreement, the Transition Services Agreement and the Notarial Deed constitute the sole understanding of the parties with respect to the subject matter hereof. Any such disclosure shall expressly not be deemed to constitute an admission by Seller or to otherwise imply that any such matter is material for the purposes of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Agreement (including the Disclosure Schedule and all Exhibits hereto) constitute the sole understanding of the parties with respect to the subject matter hereof. Any disclosure in the Disclosure Schedule shall expressly not be deemed to constitute an admission by the Company or to otherwise imply that any such matter is Material for the purposes of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Agreement (including the Schedules and all Exhibits hereto), constitutes the sole understanding of the parties with respect to the subject matter hereof. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person (including an Employee) other than the parties hereto or their respective heirs, successors, executors, administrators and permitted successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Agreement (including the Disclosure Schedules and all Exhibits hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the sole understanding of the parties with respect to the subject matter hereof and thereof, and supersede all previous written, oral or implied understandings among them with respect to such matters. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement; provided that the Purchaser Indemnified Parties and the SPX Indemnified Parties shall be third party beneficiaries of Article XI.
Exclusive Agreement; No Third-Party Beneficiaries. This Escrow Agreement, together with the Merger Agreement and the other agreements contemplated thereby, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Escrow Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this Escrow 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 Escrow Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Agreement (including the Disclosure Schedule and all other Schedules and Exhibits hereto), and the Confidentiality Agreement constitute the sole understanding of the parties with respect to the subject matter hereof. The disclosure of any matter in the Disclosure Schedule shall be deemed to be a disclosure for all purposes of this Agreement, except that disclosures with respect to Section 3.20 are contained only in Schedule 3.20 of the Disclosure Schedule. Any such disclosure shall expressly not be deemed to constitute an admission by Seller or to otherwise imply that any such matter is Material for the purposes of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto and their respective affiliates, successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. This Agreement (including the Disclosure Schedule and all Exhibits hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the sole understanding of the parties with respect to the subject matter hereof and thereof, and supersede all previous written, oral or implied understandings among them with respect to such matters. Any matters disclosed in any particular section of the Disclosure Schedule shall be deemed to have been disclosed in any other section of the Disclosure Schedule for which such matter is relevant so long as the applicability of such matter to such other section is apparent. Any such disclosure shall expressly not be deemed to constitute an admission by SPX or to otherwise imply that any such matter is material for the purposes of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Exclusive Agreement; No Third-Party Beneficiaries. Subject to the terms of any employment or consulting agreement that may give rise to independent obligations to Purchaser or others, this Agreement and the Merger Agreement constitute the sole understanding of the parties with respect to the subject matter hereof. The parties hereto intend to confer upon Purchaser and upon any affiliates of Purchaser any and all rights and remedies in connection with Shareholder's covenants contained herein. This Agreement shall be binding upon and inure to the benefit of Purchaser, its successors and assigns and Shareholder and his heirs, executors, administrators and legal representatives. Subject to the foregoing and to Section 3, nothing contained herein shall be deemed to confer upon any other person any right or remedy under or by reason of this Agreement.
