Section Entire Agreement. Upon consummation of the Transaction, this Agreement and the Transaction Agreements will set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.
Section Entire Agreement. THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, THE LICENSE PURCHASE AGREEMENT AND RELATED AGREEMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL OTHER PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Section Entire Agreement. XXXX XXENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT AND THE OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.] Executed as of the date first written above. BORROWERS: HORIZON OFFSHORE CONTRACTORS, INC. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx HORIZEN, L.L.C. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx HORIZON SUBSEA SERVICES, INC. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx HORIZON VESSELS, INC. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx AGENT: SOUTHWEST BANK OF TEXAS, N.A., as Agent By: ---------------------------------------- Valerie Gibbs Senior Vice Prxxxxxxx LENDERS: SOUTHWEST BANK OF TEXAS, N.A. By: ---------------------------------------- Valerie Gibbs Senior Vice Prxxxxxxx DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: ---------------------------------------- Name: ------------------------------------- Title: ------------------------------------- By: ---------------------------------------- Name: ------------------------------------- Title: ------------------------------------- BANK OF SCOTLAND By: ---------------------------------------- Joseph Fratus First Vice Prexxxxxx -19- HIBERNIA NATIONAL BANK By: ---------------------------------------- Tammy Boyd Vice President Each of the undersigned Guarantors (a) hereby consents and agrees to this Amendment, (b) agrees that all references to the Loan Agreement contained in the Guaranty Agreement executed by such Person shall constitute references to such Loan Agreement as amended by this Amendment and as the same may be further amended, and (c) agrees that the Guaranty Agreement executed by such Person shall remain in full force and effect and shall continue to be the legal, valid and binding obligat...
Section Entire Agreement. This Escrow Agreement and the Merger Agreement, the Restricted Stock Vesting Agreements and the Employment Agreements, as applicable, constitute the entire agreement among other parties with respect to the subject matter hereof, and supercede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Section Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire Agreement among the Parties and supersedes any prior understandings, Agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof, except the confidentiality agreement between Seaboard, Bancorp and 1st United dated January 21, 1997, the terms of which shall survive through closing.
Section Entire Agreement. This Agreement, including the Exhibits and Schedules hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof. All Exhibits and Schedules hereto are hereby incorporated herein by reference.
Section Entire Agreement. This Agreement and the Ancillary Agreements including all Schedules and Exhibits attached hereto or thereto, constitute the entire contract between the parties and there are no understandings other than as expressed in this Agreement or the Ancillary Agreements; provided, however, that the Confidentiality Agreement shall remain in full force and effect (except paragraph 7 of the Confidentiality Agreement which shall be null and void as of the Closing) until August 1, 2003. All Schedules and Exhibits hereto are expressly made a part of this Agreement and in the Ancillary Agreements as fully as though completely set forth herein. Any amendment or modification hereto or to the Ancillary Agreements shall be null and void unless made by amendment to this Agreement and in the Ancillary Agreements and, as applicable, signed by the parties affected by such amendment.
Section Entire Agreement. This Agreement and the other Transaction Documents embody the entire agreement and understanding between the parties hereto, and supersede all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof. r Section HEADINGS. The captions and headings of this Agreement and any Exhibit, Schedule or Annex hereto are for convenience of reference only and shall not affect the interpretation hereof or thereof.
Section Entire Agreement. This Agreement, together with the Seller Disclosure Schedules and the Exhibits, certificates and other documents referred to herein or delivered pursuant hereto that form a part hereof, the Related Agreements and the Confidentiality Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Section Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Company set forth herein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. . This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.
