General Modifications and Understanding Sample Clauses

General Modifications and Understanding. NIR acknowledges and approves the following, and the contracts, understandings, notes, warrants and agreements between NIR and US Wireless are modified to the extent that the understanding and agreement herein causes such modification to avoid ambiguity and conflict between provisions: (a) US Wireless has entered into an Agreement whereby Sutioc Enterprises, Inc. is purchasing 50.1% of the outstanding equity in US Wireless and Sutioc Enterprises, Inc. has been granted the option to purchase up to 95% of the total outstanding equity; (b) US Wireless has granted anti-dilution protection to Sutioc, whereby Sutioc shall maintain at all times, weighted average anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 50.1%. (c) US Wireless shall become current in its periodic reporting requirements under the Securities Act of 1934 on or before a date ninety days (90) from the date hereof and shall remain current thereafter. (d) NIR shall not declare a default on any obligations associated with any of the Agreements between NIR and US Wireless for a period beginning on the date hereof and ending on a date ninety days (90) from the date hereof. (e) NIR shall have piggy back registration rights and not demand registration rights as to all “Registerable Securities”. (c) Capitalized terms shall have the meaning in the Notes, Warrants, Security Agreement and Registration Rights Agreement as appropriate. (d) In the event of a conflict or ambiguity between the terms of this Modification and Approval Agreement and the terms of a particular individual agreement by and between US Wireless and NIR, the terms of this Agreement shall control and take precedence. (e) NIR approves the transaction by and between US Wireless and Sutioc Enterprises, Inc.
Sample 1
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Related to General Modifications and Understanding

  • Entire Agreement and Modifications This Contract supersedes all previous contracts between the parties hereto on the same subject matter and constitutes the entire understanding of the parties hereto on the subject matter of this Contract. Contractor shall be entitled to no other benefits than those specified herein. No changes, amendments or alterations shall be effective unless in writing and signed by both parties. Contractor specifically acknowledges that in entering into and executing this contract, Contractor relies solely upon the provisions contained in this Contract and no others.

  • Evaluation and Understanding (i) It has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; and (ii) It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume those risks, financially and otherwise.

  • Entire Agreement and Modification This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

  • Entire Agreement; No Oral Modification This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

  • Entire Agreement, Waiver or Modification This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writing signed by the parties subsequent to the date of this Agreement. The parties have not made any other agreement or representation with respect to such matter.

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • Entire Agreement; Nonassignability; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule (a) 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 except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

  • Complete Understanding The terms and conditions set forth in this Agreement represent the full and complete understanding between the parties. The terms and conditions may be modified only through the written mutual consent of the parties.

  • Entire Understanding; No Third Party Beneficiaries This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.

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