Common use of Entire Agreement; No Other Representations Clause in Contracts

Entire Agreement; No Other Representations. This Agreement (including any annexes, schedules and exhibits hereto), all Stockholder Disclosure Schedules, the Company Disclosure Schedule, the Stream Disclosure Schedule, the Nondisclosure Agreement, dated as of March 19, 2009, between Stream and Providence Equity L.L.C. and the Nondisclosure Agreement, dated as of March 22, 2009, between Stream and LiveIt Investments Limited (the “Confidentiality Agreements”) constitute the entire agreement by and among the parties hereto and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER STREAM NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE EXCHANGE, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 2 contracts

Samples: Share Exchange Agreement (Ares Corporate Opportunities Fund II, L.P.), Share Exchange Agreement (Stream Global Services, Inc.)

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Entire Agreement; No Other Representations. This Agreement (including any annexes, schedules and exhibits hereto), all Stockholder Disclosure Schedules, the Company Disclosure ScheduleLetter, the Stream Parent Disclosure ScheduleLetter and the Confidentiality Agreement between Xxxxxx Technology, Inc. and the Nondisclosure AgreementCompany dated October 1, dated 2010, as amended as of March 19September 26, 20092012, between Stream and Providence Equity L.L.C. and the Nondisclosure AgreementConfidentiality Agreement between Xxxxxx Technology, Inc. and the Company dated November 2, 2010 (together, and as of March 22each may be amended from time to time, 2009, between Stream and LiveIt Investments Limited (the “Confidentiality AgreementsAgreement) ), constitute the entire agreement by and among the parties hereto hereto, and supersede all other prior agreements, understandings, representations and warranties, warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER STREAM PARENT, MERGER SUB NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE EXCHANGETRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.), Agreement and Plan of Merger (Wright Medical Group Inc)

Entire Agreement; No Other Representations. This Agreement (including any annexes, exhibits and schedules and exhibits hereto), all Stockholder Disclosure Schedulesthe Partnership Contribution Agreement, the Voting Agreement, the Company Disclosure ScheduleLetter, the Stream Parent Disclosure Schedule, Letter and the Nondisclosure Confidentiality Agreement, dated as of March 1926, 20091997, between Stream and Providence Equity L.L.C. CSC and the Nondisclosure AgreementCompany (as amended, dated as of March 22, 2009, between Stream and LiveIt Investments Limited (the “Confidentiality Agreements”"CONFIDENTIALITY AGREEMENT") constitute the entire agreement by and among the parties hereto agreement, and supersede all other prior agreements, understandings, indemnities, representations and warranties, warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER STREAM PARENT AND MERGER SUB NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE EXCHANGETRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S 'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 1 contract

Samples: Contribution and Merger Agreement (Tele Communications Inc /Co/)

Entire Agreement; No Other Representations. This Agreement (including any annexes, schedules and exhibits hereto), all Stockholder Disclosure Schedules, the Company Disclosure ScheduleLetter, the Stream Parent Disclosure Schedule, Letter and the Nondisclosure Confidentiality Agreement, dated February 5, 2001, as of March 19amended on February 23, 20092001, between Stream and Providence Equity L.L.C. Parent and the Nondisclosure Agreement, dated as of March 22, 2009, between Stream and LiveIt Investments Limited Company (the “Confidentiality Agreements”"CONFIDENTIALITY AGREEMENT") constitute the entire agreement by and among the parties hereto agreement, and supersede all other prior agreements, understandings, representations and warranties, warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER STREAM PARENT NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WARRANTIES AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE EXCHANGETRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S 'S REPRESENTATIVES OF ANY DOCUMENTATION DOCUMENT OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American General Corp /Tx/)

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Entire Agreement; No Other Representations. This Agreement (including any annexes, schedules and exhibits hereto), all Stockholder Disclosure Schedules, the Company Disclosure ScheduleLetter, the Stream Disclosure Schedule, the Nondisclosure AgreementConfidentiality Agreements, dated as of March 19May 30, 20091997 and June 30, 1997, between Stream and Providence Equity L.L.C. Parent and the Nondisclosure Agreement, dated as of March 22, 2009, between Stream and LiveIt Investments Limited Company (the “Confidentiality Agreements”"CONFIDENTIALITY AGREEMENTS") constitute the entire agreement by and among the parties hereto agreement, and supersede all other prior agreements, understandings, representations and warranties, warranties both written and oral, among the parties, with respect to the subject matter hereof. Notwithstanding the foregoing, the prohibition on acquiring Shares pursuant to the May 30, 1997 Confidentiality Agreement shall not be applicable until any termination of this Agreement. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER STREAM PARENT AND MERGER SUB NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS DIRECTORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE EXCHANGETRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S 'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equitable of Iowa Companies)

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