Survival; Entire Agreement. All representations and warranties contained herein will survive the execution and delivery of this Agreement and the LLC Agreement, the consummation of the Merger, and the transfer by the Rollover Investor of any TopCo Units, and may be relied upon by TopCo and any of their respective successors and assigns for all purposes. The agreement of the parties that is comprised of this Agreement (including all Exhibits hereto) and the Transaction Documents sets forth the entire agreement and understanding between the parties and their respective Affiliates with respect to the subject matter thereof and supersedes any and all prior agreements, understandings, negotiations and communications, whether oral or written, relating to the subject matter of this Agreement.
Survival; Entire Agreement. All representations and warranties contained herein or made in writing by or on behalf of the Company in connection herewith shall survive the execution and delivery of this Agreement and the other Related Agreements and the transfer by any Investor of any Common Units, and may be relied upon by each Investor and any of its successors and assigns, regardless of any investigation made at any time by or on behalf of any Investor or any of its successors and assigns. This Agreement and the agreements and documents referred to herein contain the complete agreement among the parties hereto and supersede any prior understandings, agreements or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
Survival; Entire Agreement. (a) Unless otherwise agreed by the parties in writing, the respective obligations and benefits afforded to the Company and Executive set forth in this Agreement shall survive the termination of this Agreement to the extent necessary to give effect to the terms thereof.
Survival; Entire Agreement. All warranties, representations, certifications and covenants contained herein, in the Securities Purchase Agreement or in any certificate or other instrument delivered hereunder shall be considered to have been relied upon by the other parties hereto and shall survive the delivery to you of the Notes regardless of any investigation made by or on behalf of any party hereto. All statements in any certificate or other instrument delivered pursuant to the terms hereof or of the Securities Purchase Agreement shall constitute warranties and representations hereunder. All obligations hereunder (other than payment of the Guarantied Obligations, but including, without limitation, reimbursement obligations in respect of costs, expenses and fees) shall survive the payment of the Notes and the termination hereof. Subject to the preceding sentence, this Subsidiary Guaranty and the other Financing Documents embody the entire agreement and understanding among the Guarantors and the Purchasers, and supersede all prior agreements and understandings, relating to the subject matter hereof.
Survival; Entire Agreement. All representations and warranties contained herein shall survive the execution and delivery of this Guaranty and the other Financing Documents, the purchase or transfer by any Secured Party of any of its Secured Debt or portion thereof or interest therein until full and final payment of the Interim Notes, and may be relied upon by any subsequent Secured Party, regardless of any investigation made at any time by or on behalf of such transferee or any other Secured Party. Subject to the preceding sentence, this Guaranty, the other Financing Documents and the other documents and agreements entered into in connection herewith embody the entire agreement and understanding between the Secured Parties and the Guarantor and supersede all prior agreements and understandings relating to the subject matter hereof. [Signatures appear on the following page(s)]
Survival; Entire Agreement. All warranties, representations, certifications and covenants made by the Issuers herein or in any certificate or other instrument delivered by or on behalf of any Obligor hereunder shall be considered to have been relied upon by you and shall survive the delivery to you of the Purchased Securities regardless of any investigation made by you or on your behalf. All statements in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to the terms hereof shall constitute warranties and representations by the Issuers hereunder. All obligations hereunder ( including, without limitation, reimbursement obligations in respect of costs, expenses and fees) shall survive the termination hereof. Subject to the preceding sentence, this Agreement and the other Financing Documents embody the entire agreement and understanding among the Issuers and the Purchasers, and supersede all prior agreements and understandings, relating to the subject matter hereof.
Survival; Entire Agreement. All warranties, representations, certifications and covenants made by the Issuers herein or in any certificate or other instrument delivered by or on behalf of any Obligor hereunder shall be considered to have been relied upon by each of the Purchasers and shall survive the delivery to the Purchasers of the Purchased Securities regardless of any investigation made by the Purchasers or on behalf of any of them. All statements in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to the terms hereof shall constitute warranties and representations by the Issuers hereunder. All obligations hereunder ( including, without limitation, reimbursement obligations in respect of costs, expenses and fees) shall survive the termination hereof. Subject to the preceding sentence, this Agreement and the other Financing Documents embody the entire agreement and understanding among the Issuers and the Purchasers, and supersede all prior agreements and understandings, relating to the subject matter hereof.
Survival; Entire Agreement. All covenants, agreements, -------------------------- indemnities, representations, and warranties contained in this Participation Agreement, or any other Transaction Document or any document, agreement, or certificate delivered pursuant hereto or thereto shall survive the Closing and the expiration or other termination of this Participation Agreement. This Participation Agreement and the other agreements and documents referred to herein constitute the final and entire expression of the agreement of the parties with respect to the matters contemplated hereby.
Survival; Entire Agreement. This Agreement will survive the expiration or termination of my employment with the Company and/or any assignee pursuant to Section 9 and shall, likewise, continue to apply and be valid notwithstanding any change in my duties, responsibilities, position, or title. This instrument (including the state-specific modifications in the Appendix) contains the entire agreement between the parties with respect to the subject matter hereof. All representations, promises, and prior or contemporaneous understandings are merged into, and expressed in this instrument; however, should I be subject to a prior agreement with the Company containing confidentiality, nonsolicitation, and/or invention assignment provisions and this Agreement is found to be unenforceable, for any reason, then such prior agreement(s) shall remain in place and survive to afford the Company the greatest protection allowed by law. This Agreement shall not be amended, modified, or supplemented without the written agreement of the parties at the time of such amendment, modification, or supplement and must be signed by an officer of the Company (unless such amendment, modification, or supplementation is by order of a court or arbitrator). The headings herein are for convenience only and shall not affect the terms of the Agreement. The effective date of this Agreement shall be the date signed by me below unless this Agreement is entered into as a condition of initial employment or promotion in which case the effective date is the first day of my employment in such new position (whether reduced to writing on that date or not). [Signature page follows.] I, the undersigned employee, acknowledge that prior to executing this agreement, I received a copy of this agreement, including state-specific modifications in the Appendix, in advance of the date I was expected to sign it. I read all the provisions contained herein, and all questions I had about the Agreement were answered to my satisfaction. I understand that I have a right to consult with an attorney and acknowledge that I have been instructed to consult with an attorney and provided an opportunity to seek the advice of an attorney of my choice before signing this Agreement. AGREED: EMPLOYEE COMPUCOM SYSTEMS, INC. Signature: By: Xxxxx X. Xxxx Printed Name: Date: Its: Chief Human Resources Officer APPENDIX A
Survival; Entire Agreement. All representations and warranties contained herein and in the LTIP Agreement, the SAR Agreement, the SERP, the Restoration Plan, the PBEC and the Separation Account shall survive the execution and delivery of this Agreement. This Agreement, the LTIP Agreement, the SAR Agreement, the SERP, the Restoration Plan, the PBEC and the Separation Account contain the complete agreement among the parties hereto and supersede any prior understandings, agreements or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way, including, without limitation, the Employment Agreement.
