Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits attached hereto and the Schedules, including the 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 subject to Section 5.1, (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 8 is intended to benefit Indemnified Parties and Section 5.9 is intended to benefit the D&O Indemnitees), and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Share Purchase Agreement (Ceva Inc)

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Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and 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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 ARTICLE 8 is intended to benefit the Indemnified Parties Persons and Section 5.9 5.22 is intended to benefit the D&O Indemnitees), Indemnified Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Glu Mobile Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and hereto, the Schedules, including the Company Disclosure LetterSchedule, (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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 8 ARTICLE VIII is intended to benefit Indemnified Parties and Persons, Section 5.9 5.2 is intended to benefit the D&O Indemnitees), Indemnified Parties and Section 8.7(b) is intended to benefit the Effective Time Holders’ Agent) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proofpoint Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and 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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 ARTICLE 8 is intended to benefit the Indemnified Parties Persons and Section 5.9 5.19 is intended to benefit the D&O Indemnitees), Indemnified Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Glu Mobile Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and 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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 8 ARTICLE IX is intended to benefit Indemnified Parties and Section 5.9 is intended to benefit the D&O Indemnitees), Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smith Micro Software Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and hereto, the Schedules, including the 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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 8 9 is intended to benefit Indemnified Parties and Section 5.9 is intended to benefit the D&O Indemnitees), Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Share Purchase Agreement (SuccessFactors, Inc.)

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Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and 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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 Section 5.17 is intended to benefit the Company Indemnified Parties and Article 8 is intended to benefit Indemnified Parties and Section 5.9 is intended to benefit the D&O Indemnitees), Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits attached hereto and hereto, the Schedules, including the Company Disclosure LetterSchedule, (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 subject to Section 5.1effect, 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 8 9 is intended to benefit Indemnified Parties and Section 5.9 is intended to benefit the D&O Indemnitees), Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Share Purchase Agreement (Proofpoint Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or specifically delivered pursuant hereto, including all the Exhibits exhibits attached hereto and 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 subject to Section 5.1effect, and shall survive any termination of this Agreement, in accordance with its terms, (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 ARTICLE 8 is intended to benefit the Indemnified Parties Persons and Section 5.9 5.19 is intended to benefit the D&O IndemniteesIndemnified Persons), and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Rapid7, Inc.)

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