Merger of Documents. This Agreement and all agreements and documents contemplated hereby constitute one agreement and are interdependent upon each other in all respects.
Merger of Documents. All understandings and agreements, written or oral, among the Parties prior to the Effective Date, with respect to the matters herein contained, including the Interconnection and Operating Agreement, have been superseded in all respects by this Agreement, and all such understandings and agreements prior to the Effective Date are null and void and of no effect whatsoever.
Merger of Documents. 18.21 Environment.........................................................
Merger of Documents. This Agreement and all agreements and documents contemplated hereby constitute one agreement and are interdependent upon each other in all respects, and shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, understandings, agreements, commitments and writings with respect to such subject matter; provided, however, that the provisions of the following agreements between Trega and NaviCyte shall remain in full force and effect and shall not be modified by the provisions of this Agreement: (a) that certain Confidentiality Agreement dated as of June 22, 1998; (b) that certain Memorandum of Understanding dated as of June 22, 1998; (c) that certain Memorandum of Understanding dated as of September 23, 1998; and (d) that certain letter agreement dated as of the date hereof (which also includes the NaviCyte Majority Stockholders as parties).
Merger of Documents. 48 11.6 Incorporation of Exhibits and Schedules.................................48 11.7 Interpretation .........................................................48 11.8 Notices ................................................................49 11.9 Successors and Assigns..................................................50 11.10 Dispute Resolution.....................................................50 11.11 Expenses and Attorneys' Fees...........................................51 11.12 Governing Law 52 11.13 Representation by Counsel..............................................52 Exhibits Exhibit A Escrow Agreement Exhibit B R. Popeil Consulting Services and Personal Appearance Agreement Exhibit X Form of Purchase Money Promissory Note Exhibit D Backus Consulting Agreement Exhibit E Xxxxxx Xxxxxxxx Xxxxxxent Exhibit F Product Development Agreement Exhibit G Trademark Co-Existence Agreement Exhibit H Audited Financial Statements Exhibit I Patent Transfer Agreement Exhibit J QVC Agreement Exhibit K Form of Promissory Note (Section 1.6) Schedules
Merger of Documents. 40 9.9 Incorporation of Exhibits and Schedules............................................. 40
Merger of Documents. 32 7.9 Exhibits and Schedules..................................................32 7.10 Severability............................................................32 7.11 Assignability...........................................................32 7.12 Drafting................................................................32 EXHIBITS: A - Bill of Sale, Assignment and Assumptxxx Agreement B - Form of Promissory Note C - Form of Opinion of Seller's Counsel D - Form of Opinion of Buyer's Counsel E - Special Warranty Deed F - Form of Option SCHEDULES:
Merger of Documents. This Agreement and all agreements and documents contemplated hereby constitute one agreement and are interdependent upon each other in all respects, and shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall, except as to the provisions contained in Sections 10, 11, and 15 of the Letter of intent executed by the parties on April 8, 1997, and the Mutual Confidential Disclosure Agreement executed on March 19, 1997 which shall continue to apply, supersede all previous negotiations, understandings, agreements, commitments, and writings with respect to such subject matter. Except as expressly stated herein or in any of such other documents, no party makes any representations or warranties of any kind.
Merger of Documents. 18 7.11 Incorporation of Exhibits and Schedules......................... 18 7.12 Severability.................................................... 18 7.13 Assignability................................................... 18 SCHEDULE 2.6 SUBSIDIARIES OF COMPANY............................ 20 SCHEDULE 2.8 JURISDICTIONS WHERE COMPANY IS LICENSED TO DO BUSINESS .............................................. 20 SCHEDULE 2.10 OFFICERS AND DIRECTORS OF COMPANY ................ 20 SCHEDULE 2.18 REAL PROPERTY OWNED/LEASED BY COMPANY ............ 20 SCHEDULE 2.19 LIST OF CONTRACTS AND OTHER DATA ................. 20 SCHEDULE 2.24 BANK ACCOUNTS .................................... 21 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated the 18th day of December, 2003, by and among OLD GOAT ENTERPRISES, INC., a Nevada corporation (the "Buyer"), ZONE 4 PLAY, INC., a Delaware corporation, (the "Company") and SHIMON CITRON, PINI GERSHON (Pinx Xxxxxxx xxx Shxxxx Xxxxxx txxxxxxx, xxx "Fouxxxxx"), XXXXV CITRON, NATAN LERER, COMPXXXX XXXXXX LTX., xx Xxxxeli corporation, JACOB TENNENBAUM, SAYEX TRADING XXXXXXX 0000, XXD., an Israeli corporation, AZRIEL ZOLTI, RONI SHATAN, SACHIN XXXXX, XXXXX GXXXXXXX, XHACXXX XXXXXXX, XXX XXXX, XXXX LAXXX, XXX XXXXXXKI, XXXX XABXX, XXX XXRAXXXICH, EHUD ZXXXXXX, XIVKA SXXXXXX, XXXXXXXXCH TRUST COXXXXX, xx Xxxaelx xxxxxxxxion, and LEAH BARUCH (collectively the "Sharxxxxxxxx") .
Merger of Documents. 29 9.10 Incorporation of Exhibits and the Disclosure Schedule.........29 9.11
