Common use of Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery Clause in Contracts

Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery. This Agreement and the other agreements, exhibits and disclosure schedules referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that (a) Sections 1 through 7 and 9 through 15 of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their terms (it being understood that Section 8 (standstill) of the Confidentiality Agreement is being superseded by this Agreement and shall cease to have any force or effect as of the date of this Agreement); and (b) the Joint Defense Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in.pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery. This Agreement Agreement, the Financing Commitment, the Limited Guarantee and the other agreements, exhibits exhibits, appendices and disclosure schedules referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that (a) Sections 1 through 7 and 9 through 15 of except as otherwise set forth in this Agreement, the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their its terms (it being understood that Section 8 (standstill) of no provision in this Agreement or in the Confidentiality Agreement is being superseded by this Agreement and shall cease to have limit any force party’s rights or effect as remedies in the case of the date of this Agreementintentional common law fraud); and (b) the Joint Defense Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterpartsseparate counterparts (including by facsimile or by an electronic scan, including portable document format (.pdf) delivered by electronic mail), each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by other electronic delivery in.pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery. This Agreement (including all Exhibits hereto), the Company Disclosure Schedule, the Marvell Disclosure Schedule and the other agreements, exhibits and disclosure schedules referred Confidentiality Agreement (as amended pursuant to herein Section 4.1(b)) constitute the entire agreement and supersede all prior and contemporaneous agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that (a) Sections 1 through 7 and 9 through 15 the provisions of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their terms (it being understood that as amended pursuant to Section 8 (standstill4.1(b)) of the Confidentiality Agreement is being superseded by this Agreement and shall cease to have any force or effect as of the date of this Agreement); and (b) the Joint Defense Agreement shall not be superseded and shall remain in full force and effect in accordance with its termsterms (it being understood that nothing in the Confidentiality Agreement shall limit any Principal Party’s remedies in the event of fraud by the other Principal Party or by any of its Subsidiaries or Representatives). This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile electronic transmission in .PDF format or by electronic delivery in.pdf format facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery. This Agreement and the other agreements, exhibits and disclosure schedules referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that (a) Sections 1 through 7 and 9 through 15 of that, except as otherwise expressly set forth in this Agreement, the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their its terms (it being understood that Section 8 (standstilla) the eighth paragraph of the Confidentiality Agreement is being superseded by this Agreement and shall cease to have any force or effect as of the date of this Agreement); effect, and (b) no provision in this Agreement or in the Joint Defense Confidentiality Agreement shall not be superseded and shall remain limit any party’s rights or remedies in full force and effect in accordance with its termsthe case of fraud). This Agreement may be executed in several separate counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by other electronic delivery in.pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery. This Agreement (including all Exhibits and the other agreements, exhibits and disclosure schedules referred to herein constitute Schedules hereto) constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereofhereof; provided, however, that (a) Sections 1 through 7 and 9 through 15 the provisions of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their terms (it being understood terms; provided, further, that Section 8 (standstill) the parties hereby acknowledge and agree that the Confidentiality Agreement shall be deemed to have been, and hereby is, amended to provide that the term of the Confidentiality Agreement is being superseded by this Agreement pursuant to Section 9 thereof shall expire on the earlier to occur of (x) the Closing and shall cease to have any force or effect as of (y) the date that is one year following the termination of this Agreement); and (b) the Joint Defense Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission by e-mail, in .PDF format, by facsimile or by through an electronic delivery in.pdf format signature service shall be sufficient to bind the parties to the terms and conditions of this Agreement.