Entire Agreement; Assignment; Parties in Interest Sample Clauses

Entire Agreement; Assignment; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto: (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; (ii) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in this Agreement; and (iii) shall not be assigned by operation of law or otherwise except as otherwise specifically provided. No representations, warranties, inducements, promises or agreements, oral or written, by or among the parties not contained herein shall be of any force of effect. RFG may not assign this Agreement and its rights and obligations hereunder without the explicit prior written consent of the Purchaser, which may be withheld for any reason or no reason. Notwithstanding the foregoing, Purchaser may assign this Agreement and its rights and obligations hereunder upon written notice to RFG.
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Entire Agreement; Assignment; Parties in Interest. This Agreement, the voting agreements entered into in connection with the transactions contemplated hereby and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, (a) constitute the entire agreement among the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties hereto with respect to the subject matter hereof, (b) except as set forth in Section 8.5, are not intended to confer upon any other Person any rights or remedies hereunder, and (c) shall not be assigned by operation of Law or otherwise.
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Entire Agreement; Assignment; Parties in Interest. This Agreement (i) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof; (ii) shall not be assigned by any Party, whether by operation of law or otherwise; and (iii) is not intended to, and shall not be construed as, conferring upon any person other than the Parties any rights or remedies.
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Entire Agreement; Assignment; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, (a) constitute the entire agreement among the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties hereto with respect to the subject matter hereof; (b) are not intended to confer upon any other Person any rights or remedies hereunder.
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Entire Agreement; Assignment; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Disclosure Schedule, (a) constitute the entire agreement among the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties hereto with respect to the subject matter hereof, (b) are not intended to confer upon any other person any rights or remedies hereunder, except in the case of (i) Sections 5.2, 5.6, 5.9, 5.11, 5.13, 8.3, 9.10 and the Escrow Agreement, OpenTV and its Subsidiaries, and (ii) Section 5.8, current and former officers and directors of OpenTV, and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically; provided, that Purchaser Parties may assign their right to purchase the Shares to any Subsidiary of a Purchaser Party, but no such assignment shall relieve the Purchaser Parties from their obligation to pay in full the Purchase Price for the Shares.
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Entire Agreement; Assignment; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Seller Disclosure Schedule, the Undertakings Letter, the Letter Agreement and the letter agreement dated as of the date hereof among the Purchasers and the Seller Parties (to the extent the subject matter thereof is not contradicted or superseded by the provisions of this Agreement) (a) constitute the entire agreement among the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties hereto with respect to the subject matter hereof; (b) are not intended to confer upon any other person any rights or remedies hereunder, except in the case of (i) Sections 5.2, 5.10, 5.12 and 5.13, OpenTV, (ii) Section 5.13, OpenTV Releasees and (iii) Section 5.11, current and former officers and directors of OpenTV; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided; PROVIDED THAT either Purchaser may assign its right to purchase the Subject Shares to any Subsidiary of a Purchaser, but no such assignment shall relieve the Purchasers from their obligation to pay in full the Purchase Price for the Subject Shares. Notwithstanding the foregoing, Paragraph 3 of the Letter Agreement shall survive the execution and delivery of this Agreement and shall terminate only upon the Closing or in accordance with its terms. Upon the Closing, the provisions of paragraph 3 of the Letter Agreement shall be superseded by the provisions of Section 5.2 and Section 5.9(b) and the provisions of paragraph 3 of the Letter Agreement shall be of no further force and effect.
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Related to Entire Agreement; Assignment; Parties in Interest

  • Entire Agreement; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with its terms and (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or remedies hereunder (except that Article VIII is intended to benefit the Indemnified Persons).

  • Entire Agreement; Nonassignability; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

  • Entire Agreement; Assignment This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

  • Assignment Entire Agreement Amendment This Agreement may be assigned only by Employer, and is freely assignable by Employer. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior understandings, communications and agreements concerning such subject matter; provided that, to the extent there is any conflict between this Agreement and any stock option grant agreement or plan, the provisions of this Agreement shall control. Neither this Agreement, nor any of its terms, can be changed, added to, waived or supplemented except in a written document signed by Executive and Employer, except that Employer may adopt or change any vacation, benefit, rules or other policy generally applicable to employees or a group or class of employees in its discretion.

  • Entire Agreement; Amendment This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

  • Entire Agreement; Amendments; No Waiver (a) This Investor Rights Agreement, as it amends and restates the Original Investor Rights Agreement, together with the Exhibit to this Investor Rights Agreement, the Merger Agreement and all other Transaction Agreements (as such term is defined in the Merger Agreement), constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions, whether oral or written, relating to such subject matter in any way, and there are no warranties, representations or other agreements among the Parties in connection with such subject matter except as set forth in this Investor Rights Agreement and therein.

  • Entire Agreement, Amendments and Waiver The exhibits to this Agreement are hereby incorporated by reference into this Agreement. This Agreement, including all exhibits hereto, integrates the entire understanding among the Parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter. This Agreement may not be amended or modified in any manner except by a written document signed by the Parties that expressly amends this Agreement. No waiver by a Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless made in writing and signed by the Party to be charged with such waiver.

  • Entire Agreement; Amendments; Waiver This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

  • Entire Agreement; Modification; Waiver This Agreement constitutes the entire agreement between or among the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all the parties or the applicable parties to be bound by such amendment. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

  • Assignment; Parties in Interest This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, but shall not be assigned by the parties hereto, by operation of law or otherwise, without the prior written consent of the other party. Except as otherwise expressly provided herein, nothing in this Agreement, expressed or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

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