Other Agreements; Assignment Sample Clauses

Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.
AutoNDA by SimpleDocs
Other Agreements; Assignment. This Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement, together with the exhibits and agreements referenced herein and therein, constitute the entire agreement, and supersede all prior agreements, understandings, negotiations and statements, both written and oral, among the Parties or any of their Affiliates with respect to the transactions contemplated hereby (other than the Merger Agreement and the other agreements expressly referred to herein or therein as being entered into in connection with the Merger Agreement). Other than as provided herein, this Agreement shall not be assigned by any Party without Investor Consent. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the Parties and each of their respective successors and permitted assigns.
Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Except as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto and any assignment without such consent shall be null and void.
Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitute the entire agreement, and supersede all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the transactions contemplated hereby (other than the Merger Agreement and the other agreements expressly referred to herein or therein as being entered into in connection with the Merger Agreement). Other than as provided herein, this Agreement shall not be assigned by any party hereto without the prior written consent of each of the other parties hereto. Notwithstanding anything to the contrary in the foregoing, General Atlantic, Dragoneer and the Founders agree that the Joint Bidding Agreement is hereby terminated; provided that, the termination of the Joint Bidding Agreement shall not relieve any party thereto of any liability or obligation resulting from any breach thereof, which accrued thereunder prior to the termination of the Joint Bidding Agreement.
Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein (including the Original Investors Agreement and the Memorandum of Agreement re: Consortium Arrangements) except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Parent, with the written consent of the Requisite Investors, may assign this Agreement, in whole or in part, to any Person to whom it or Merger Sub assigns any of its rights and obligations pursuant to the Merger Agreement. In the event of such assignment or other change in structure of Parent or the proposed investment vehicle for one or more of the Investors approved by the Requisite Investors, the provisions of this letter agreement will apply, mutatis mutandis, to any such assignee, substituted or other entity established to effect the contemplated investment. Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.
Other Agreements; Assignment. This Agreement, together with the Exhibits attached hereto and the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein except for the Merger Agreement, the Limited Guarantees, the Investor Commitment Letters and such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Other than as expressly provided herein, this Agreement may not be assigned (whether by operation of law or otherwise) without the prior written consent of the parties hereto. Any attempted assignment in derogation of the foregoing shall be null and void. This Agreement shall be binding on each Investor and its successors and permitted assigns (but in the case of the Gift Trusts, only with respect to the sections of this Agreement expressly binding thereon), and in the case of MD, his executors, administrators, personal representatives and heirs.
Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein, except for the Merger Agreement, the Participant Agreement, and the Equity Commitment Letters and such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. Other than as provided herein, the rights and obligations of the Investors hereunder shall not be assigned without the prior consent of the other Investors; provided that an Investor may, without the consent of any other Investor, assign its rights and obligations under this Agreement to one or more of its Affiliates in connection with the assignment of its Commitment to the extent permitted by the Equity Commitment Letter of such Investor; provided, further, that no such assignment shall relieve the transferring Investor of its obligations hereunder.
AutoNDA by SimpleDocs
Other Agreements; Assignment. This Agreement, together with the Stockholders Agreement, and the Voting Agreement, constitutes the entire agreement, and supersedes all prior and all other contemporaneous agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their affiliates with respect to the transactions contemplated hereby. Nothing in the Merger Agreement shall limit any rights or obligations of the parties hereto to one another under this Agreement. This Agreement shall not be assigned by any party without the prior consent of the other parties hereto.
Other Agreements; Assignment. 13.1 This Lease Agreement and the rights and obligations herein shall be assigned in writing to the Indonesian company which the Lessee incorporates to operate the factory in the Lease Premises forthwith upon the Indonesian company's Deed of Establishment being approved by the Ministry of Justice of Indonesia. The form of the written assignment shall be prescribed by BIC.
Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein except for the Transaction Documents which shall continue in full force and effect in accordance with their terms. Other than as expressly provided herein, this Agreement shall not be assigned without the prior written consent of the other Investors, provided that each Investor may assign all or a portion of its rights and obligations hereunder to one or more of its Affiliates (other than, for the avoidance of doubt, any portfolio companies of such Investor or Buyer, Parent or any subsidiary thereof) that is able to make the representations and warranties made by such Investor set forth in this Agreement and such Investor’s Equity Commitment Letter, Funding Agreement and Support Agreement, as applicable; provided, further, that such assignment would not reasonably be expected to result in any material delay in satisfying, or increase the risk of not satisfying, the conditions to the Closing set forth in the Merger Agreement and the assignee is capable of performing its obligations under such Investor’s Equity Commitment Letter, Funding Agreement and Support Agreement, as applicable, including having the financial capacity necessary to fund the full amount of the Equity Commitment or the equity securities to comply with the Rollover Commitment that is being assigned, provided, further, such assignee shall, as a condition of such assignment, execute a joinder to this Agreement in a form to be reasonably acceptable to the Lead Investor, provided, further, that no such assignment shall be permitted (i) in violation of applicable Law, or (ii) that would (x) require any additional licensing, regulatory consent or other additional regulatory proceeding to be obtained or participated in by any of the Investors, Parent, Buyer, Merger Sub or the Company (the “Transaction Parties”) or otherwise subject any Transaction Party or its Affiliates to any additional substantive regulation or (y) cause any statement made or information provided to a regulatory authority prior to such assignment to become materially untrue or misleading (other than any statement made or information provided related solely to the identity of such Investor) or (iii) that would cause all or any portio...
Time is Money Join Law Insider Premium to draft better contracts faster.