Existing Agreements; Entire Agreement Sample Clauses

Existing Agreements; Entire Agreement. Except as otherwise expressly provided herein, (i) the Purchase Agreement, the Note and each other Transaction Document and each of the obligations of the Company thereunder and each of the rights of and benefits to the Holder thereunder is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that on and after the date hereof (A) all references in the Note to “this Note,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Note shall mean the Note as amended by this Agreement and (B) all references in the other Transaction Documents to the “Note,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Note shall mean the Note as amended by this Agreement and (ii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy of the Holder under any Transaction Document, nor constitute an amendment of any provision of any Transaction Document and all of them shall continue in full force and effect, as amended or modified by this Agreement. This Agreement supersedes all other prior oral or written agreements between the Holder and the Company solely with respect to the specific matters contained herein and in the attachments hereto, and this Agreement and the attachments hereto contain the entire understanding of the parties with respect to the specific matters covered herein and therein. The Recitals set forth above are hereby incorporated into this Agreement by reference. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be deemed to be a Transaction Document for purposes of the Purchase Agreement, the Note and all other Transaction Documents. All dollar amounts referred to in this Agreement are in US Dollars (as defined in the Purchase Agreement). Without limiting Sections 5 or 6 hereof, the Company hereby agrees and acknowledges that any breach by the Company of any representation, warranty or covenant of the Company contained in this Agreement shall be an Event of Default under Section 4(a)(xiv) of the Note.
Sample 1
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Existing Agreements; Entire Agreement. Except as expressly set forth in this Agreement, the Transaction Documents (as defined in the Transaction Agreement) and all of the obligations of the Company thereunder and the rights of and benefits to the Holder thereunder remain in full force and effect. This Agreement supersedes all other prior oral or written agreements between the Holder and the Company with respect to the matters contained herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein. The Recitals set forth above are hereby incorporated into this Agreement by reference. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
Sample 1
Existing Agreements; Entire Agreement. Each of the Transaction Documents and each of the obligations of the Company and its Subsidiaries thereunder and each of the rights of and benefits to the Holder thereunder are, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects. The execution, delivery and effectiveness of this Agreement shall not operate as an amendment or waiver of any right, power or remedy of the Holder under any Transaction Document, nor constitute an amendment or waiver of any provision of any Transaction Document and all of them shall continue in full force and effect. This Agreement supersedes all other prior oral or written agreements between the Holder and the Company solely with respect to the specific matters contained herein, and this Agreement contains the entire understanding of the parties with respect to the specific matters covered herein. The Recitals set forth above are hereby incorporated into this Agreement by reference. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
Sample 1

Related to Existing Agreements; Entire Agreement

  • Amendments; Entire Agreement This Agreement may be amended only by written agreement of the parties. This Agreement, together with the Formation and Separation Agreement, supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.

  • 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; 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.

  • Governing Law; Entire Agreement The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

  • Amendment; Entire Agreement This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. This Agreement contains the entire agreement between the parties on the subjects covered and replaces all prior writings, proposals, specifications or other oral or written materials relating thereto.

  • Governing Law, Entire Agreement, etc THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Supplement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

  • 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 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; 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, 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.

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