Relation to Purchase Agreement. This Xxxx of Sale shall be interpreted and ------------------------------ construed in a manner consistent with the provisions of the Purchase Agreement; provided, however, that in the event of any inconsistency between this Xxxx of Sale and the Purchase Agreement, the terms of the Purchase Agreement shall control.
Relation to Purchase Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the limitations in this Section 5 are not intended to apply to, and shall not limit or otherwise affect, a Party’s responsibility for any liabilities arising under or related to the Purchase Agreement.
Relation to Purchase Agreement. This Agreement is intended only to effect (i) the transfer of the Transferred Assets and (ii) the assignment and assumption of the Assumed Liabilities pursuant to the Purchase Agreement, and nothing contained herein shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including the warranties, covenants, agreements, obligations, conditions, representations or, in general any of the rights and remedies, and any of the obligations and indemnifications of either party set forth in the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.
Relation to Purchase Agreement. This Amendment constitutes an integral part of the Purchase Agreement. Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Purchase Agreement, shall mean and be a reference to the Purchase Agreement as amended hereby.
Relation to Purchase Agreement. The parties agree that the Original Restrictive Covenants Agreement was integral to the Purchase Agreement to preserve the value and goodwill of the business of the Company, and was executed in connection with and as part of the Acquisition Transactions and that this Agreement continues to be integral to preserving the value and goodwill of the business of the Company. Ossip acknowledges that, in connection with the Acquisition Transactions, Ossip received independent consideration consisting of: (a) his proportionate share of the Purchase Price and other consideration set forth in the Purchase Agreement; and (b) employment by the Company (or another member of the Ceridian Group) in accordance with the Company’s written offer of continued employment, and that such consideration was contingent upon the delivery of, among other documents, a signed copy of the Original Restrictive Covenants Agreement.
