Provisions Relating to This Agreement. 27.1 This Agreement shall be binding upon and enure for the benefit of the respective successors of the Parties named herein but shall not be assignable save as permitted or required under the Bye-laws or this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person not a party hereto any right or remedy under or by reason of this Agreement. 27.2 This Agreement (together with any documents referred to herein) supersedes any prior negotiations and agreements (written or oral) and constitutes the whole of the agreement among all of the parties hereto and no variations, amendments or alterations to this Agreement shall be effective unless made in writing by the Parties. 27.3 No failure to exercise any right or remedy under this Agreement shall constitute a waiver of any right or remedy and no exercise of any right or remedy shall constitute a waiver of any other right or remedy. 27.4 For the avoidance or doubt it is hereby agreed and declared that all obligations hereunder are several. 27.5 Notwithstanding that any document referred to herein is stated to be scheduled or annexed hereto, it need not be so scheduled or annexed provided that a copy of it is annotated as being the document referred to in this Agreement and such annotating is executed by or on behalf of each of the parties hereto. 27.6 Each of the Parties hereto hereby agrees that it shall not make any statement to the media regarding any matter contemplated in this Agreement save after reasonable consultation with the other Party and that in making any such statement or publishing any material relevant to any matter contemplated by this Agreement, it shall have due regard for the reasonable interests of the other parties. 27.7 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties and none of them shall have any authority to bind the others in any way. 27.8 It is acknowledged and agreed that this Agreement may be executed by the Parties in counterparts.
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Provisions Relating to This Agreement. 27.1 Assignment
(A) This Agreement shall be binding upon and enure for the benefit of the respective successors of the Parties named herein but parties but, subject to clause 13.1(B), shall not be assignable save assignable. Any purported assignment other than in accordance with clause 13.1(B) shall be void.
(B) All or any of the Purchaser’s rights under this Agreement (including, without limitation, in respect of the Warranties) or any of the documents which are referred to herein and to which the Vendor is a party may (notwithstanding any other provisions contained in this Agreement or such other documents) be assigned or transferred by the Purchaser to or made the subject of a trust created in favour of any other member of the Purchaser’s Group (or by any such member to or in favour of any other member of the Purchaser’s Group) provided that (i) if such assignee company leaves the Purchaser’s Group such rights are assigned or transferred to, or made the subject of a trust in favour of, another continuing member of the Purchaser’s Group and (ii) the Vendor’s liability under this Agreement or otherwise shall not be increased as permitted a result of the Purchaser or required any member of the Purchaser’s Group assigning rights under the Bye-laws or this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person not a party hereto any right or remedy under or by reason of this Agreement.Whole agreement and variations
27.2 (C) This Agreement (together with any documents referred to hereinherein or required to be entered into pursuant to this Agreement) supersedes any prior negotiations and agreements (written or oral) and constitutes the whole of the agreement among all of between the parties hereto relating to its subject matter and no variationssupersedes and extinguishes any prior drafts, amendments agreements, and undertakings, whether in writing or alterations oral, relating to such subject matter, except to the extent that the same are repeated in this Agreement or any such other document.
(D) No variation of this Agreement shall be effective unless made in writing and signed by each of the Partiesparties. Agreement survives Completion The provisions of this Agreement, in so far as the same shall not have been performed at Completion, shall remain in full force and effect notwithstanding Completion. Rights etc cumulative and other matters
(E) The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by Law or otherwise.
27.3 (F) No failure to exercise nor any right delay in exercising any right, power, privilege or remedy under this Agreement shall constitute in any way impair or affect the exercise thereof or operate as a waiver of any right thereof in whole or remedy in part. * - Confidential Treatment Requested. Omitted portions filed with the Securities and no Exchange Commission.
(G) No single or partial exercise of any right right, power, privilege or remedy under this Agreement shall constitute a waiver prevent any further or other exercise thereof or the exercise of any other right right, power, privilege or remedy.
27.4 For the avoidance or doubt it is hereby agreed and declared that all obligations hereunder are several.
27.5 Notwithstanding that . Invalidity If any document referred to herein is stated to be scheduled or annexed hereto, it need not be so scheduled or annexed provided that a copy provision of it is annotated as being the document referred to in this Agreement and such annotating is executed by or on behalf of each of the parties hereto.
27.6 Each of the Parties hereto hereby agrees that it shall not make any statement to the media regarding any matter contemplated in this Agreement save after reasonable consultation with the other Party and that in making any such statement or publishing any material relevant to any matter contemplated by this Agreement, it shall have due regard for the reasonable interests of the other parties.
27.7 Nothing in this Agreement shall constitute be held to be illegal, void, invalid or unenforceable under the Laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be deemed to constitute a partnership between affected, and the Parties legality, validity and none enforceability of them shall have any authority to bind the others whole of this Agreement in any wayother jurisdiction shall not be affected.
27.8 It is acknowledged and agreed that this Agreement may be executed by the Parties in counterparts.
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Samples: Share Purchase Agreement (Seachange International Inc)
Provisions Relating to This Agreement. 27.1 This 7.1 Either party may at any time, with the prior written consent of the other party, (such consent not to be unreasonably withheld or delayed) assign all or any part of its rights and benefits under this Agreement provided that no consent shall be binding upon and enure required for such an assignment to any Affiliate of either party so long as the benefit assignment does not result in a change to the conditions of the respective successors agreement in any way. It is understood that Global Stevia may enter into one or more Service Agreements with companies ("Service Company") to administer specific activities and/or represent Global Stevia for specific activities within Vietnam. When such appointments are made, Global Stevia shall inform Plant Center and Plant Center shall respect the appointed authority of the Parties named herein but Service Company.
7.2 Plant Center shall not be assignable save as permitted entitled to carry out its obligations under this Agreement through any agents or required under sub-contractors appointed by it in its absolute discretion for that purpose subject to the Bye-laws or this Agreement. Nothing in this written consent of Global Stevia.
7.3 This Agreement, express or implied, is intended to confer on any other person not a party hereto any right or remedy under or by reason of this Agreement.
27.2 This Agreement (together with any documents referred to herein) supersedes any prior negotiations and agreements (written or oral) and in it constitutes the whole of the agreement among all of between the parties hereto relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter, and can be amended only by written agreement amongst the Parties. The Parties acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agree that they shall have no variations, amendments remedy in respect of any other such representation or alterations warranty except in the case of fraud. The Parties acknowledge that their legal advisers have explained to them the effect of this clause. No variation of this Agreement shall be effective unless made in writing and signed by each of the Partiesparties.
27.3 7.4 The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. No failure to exercise nor any right delay in exercising by any party to this Agreement of any right, power, privilege or remedy under this Agreement shall constitute impair or operate as a waiver of any right thereof in whole or remedy and no in part. No single or partial exercise of any right right, power privilege or remedy under this Agreement shall constitute a waiver prevent any further or other exercise thereof or the exercise of any other right right, powers, privilege or remedy.
27.4 For 7.5 Subject to any express provisions to the avoidance contrary each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
7.6 If any provision of this Agreement shall be held to be illegal, void, invalid or doubt unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
7.7 This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement. Any party may enter into this Agreement by signing any such counterpart.
7.8 Any notice (which term shall in this clause include any other communication) required to be given under this Agreement or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language. Any such notice may be:
a) personally delivered, in which case it shall be deemed to have given upon delivery at the relevant address if it is hereby agreed and declared that all obligations hereunder are several.delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 09.00 hours on the next Business Day; or
27.5 Notwithstanding b) if within USA, sent by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting; or
c) if from or to any place outside USA, sent by pre-paid airmail, or by air courier in which case it shall be deemed to have been given seven Business Days after the date of posting in the case of airmail or two Business Days after delivery to the courier, in the case of air courier;
d) sent by facsimile, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any document referred notice despatched by facsimile after 17.00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to herein is stated to be scheduled or annexed heretohave been given at 09.00 on the next Business Day; or
e) sent by electronic mail, it need not be so scheduled or annexed provided that a copy of it is annotated as being the document referred to in this Agreement and such annotating is executed by or on behalf of each of the parties hereto.
27.6 Each of the Parties hereto hereby agrees that it shall not make any statement to the media regarding any matter contemplated in this Agreement save after reasonable consultation with the other Party and that in making any such statement or publishing any material relevant to any matter contemplated by this Agreementwhich case, it shall have due regard for be deemed to be given when received but subject to the reasonable interests same provisions regarding receipt after 17.00 hours as apply to notices sent by facsimile; Any party to this Agreement may notify the other party of any change to the address or any of the other partiesdetails, provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.
27.7 7.9 Nothing in this Agreement shall constitute constitute, or be deemed to constitute a partnership between the Parties and none parties, nor except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of them any other party for any purpose. Subject to any express provisions to the contrary in this Agreement, neither Party shall have any the right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other Party or bind the others other Party in any way.
27.8 It is acknowledged and agreed that this Agreement may be executed by the Parties in counterparts.
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Provisions Relating to This Agreement. 27.1 This 10.1 Either party may at any time, with the prior written consent of the other party, (such consent not to be unreasonably withheld or delayed) assign all or any part of its rights and benefits under this Agreement provided that no consent shall be binding upon and enure required for such an assignment to any Affiliate of either party so long as the benefit assignment does not result in a change to the conditions of the respective successors agreement in any way. It is understood that GS Nevada may enter into one or more Service Agreements with companies ("Service Company") to administer specific activities and/or represent GS Nevada for specific activities within Vietnam. When such appointments are made, GS Nevada shall inform GS Vietnam and GS Vietnam shall respect the appointed authority of the Parties named herein but Service Company.
10.2 GS Vietnam shall not be assignable save as permitted entitled to carry out its obligations under this Agreement through any agents or required under sub-contractors appointed by it in its absolute discretion for that purpose subject to the Bye-laws or this Agreement. Nothing in this written consent of GS Nevada.
10.3 This Agreement, express or implied, is intended to confer on any other person not a party hereto any right or remedy under or by reason of this Agreement.
27.2 This Agreement (together with any documents referred to herein) supersedes any prior negotiations and agreements (written or oral) and in it constitutes the whole of the agreement among all of between the parties hereto relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter, and can be amended only by written agreement amongst the Parties. The Parties acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agree that they shall have no variations, amendments remedy in respect of any other such representation or alterations warranty except in the case of fraud. The Parties acknowledge that their legal advisers have explained to them the effect of this clause. No variation of this Agreement shall be effective unless made in writing and signed by each of the Partiesparties.
27.3 10.4 The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. No failure to exercise nor any right delay in exercising by any party to this Agreement of any right, power, privilege or remedy under this Agreement shall constitute impair or operate as a waiver of any right thereof in whole or remedy and no in part. No single or partial exercise of any right right, power privilege or remedy under this Agreement shall constitute a waiver prevent any further or other exercise thereof or the exercise of any other right right, powers, privilege or remedy.
27.4 For 10.5 Subject to any express provisions to the avoidance contrary each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
10.6 If any provision of this Agreement shall be held to be illegal, void, invalid or doubt unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
10.7 This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement. Any party may enter into this Agreement by signing any such counterpart.
10.8 Any notice (which term shall in this clause include any other communication) required to be given under this Agreement or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language. Any such notice may be:
a) personally delivered, in which case it shall be deemed to have given upon delivery at the relevant address if it is hereby agreed and declared that all obligations hereunder are several.delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 09.00 hours on the next Business Day; or
27.5 Notwithstanding b) if within USA, sent by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting; or
c) if from or to any place outside USA, sent by pre-paid airmail, or by air courier in which case it shall be deemed to have been given seven Business Days after the date of posting in the case of airmail or two Business Days after delivery to the courier, in the case of air courier;
d) sent by facsimile, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any document referred notice despatched by facsimile after 17.00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to herein is stated to be scheduled or annexed heretohave been given at 09.00 on the next Business Day; or
e) sent by electronic mail, it need not be so scheduled or annexed provided that a copy of it is annotated as being the document referred to in this Agreement and such annotating is executed by or on behalf of each of the parties hereto.
27.6 Each of the Parties hereto hereby agrees that it shall not make any statement to the media regarding any matter contemplated in this Agreement save after reasonable consultation with the other Party and that in making any such statement or publishing any material relevant to any matter contemplated by this Agreementwhich case, it shall have due regard for be deemed to be given when received but subject to the reasonable interests same provisions regarding receipt after 17.00 hours as apply to notices sent by facsimile; Any party to this Agreement may notify the other party of any change to the address or any of the other partiesdetails, provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.
27.7 10.9 Nothing in this Agreement shall constitute constitute, or be deemed to constitute a partnership between the Parties and none parties, nor except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of them any other party for any purpose. Subject to any express provisions to the contrary in this Agreement, neither Party shall have any the right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other Party or bind the others other Party in any way.
27.8 It is acknowledged and agreed that this Agreement may be executed by the Parties in counterparts.
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