Entire Agreement; Supremacy Sample Clauses

Entire Agreement; Supremacy. This Agreement, together with the other Transaction Documents, contains the entire agreement among the Parties with respect to the Transactions contemplated hereby and supersedes all prior agreements or understandings, whether written or oral, among the Parties or their Affiliates with respect to the subject matter hereof. The Parties acknowledge and agree that this Agreement shall prevail over any other document formalizing the Transactions contemplated in this Agreement and, therefore, the Parties agree not to take any actions under those documents with a view to claiming or exercising any rights, or which result in a claim or exercise of rights, against any other Party that are not available to such Party under this Agreement.
Sample 1
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Entire Agreement; Supremacy. This Bill of Sale (along with the other Transaction Documents) contains and constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto; provided that nothing in this Bill of Sale, express or implied, is intended or shall be construed as expanding, defeating, impairing or limiting in any way the rights, obligations, claims or remedies of Transferor or Transferee as set forth in the Agreement. In the event of any conflict between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern.
Sample 1
Entire Agreement; Supremacy. This Assignment (along with the other Transaction Documents) contains and constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto; provided that nothing in this Assignment, express or implied, is intended or shall be construed as expanding, defeating, impairing or limiting in any way the rights, obligations, claims or remedies of Assignor and Assignee as set forth in the ​ Agreement. In the event of any conflict between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern.
Sample 1
Entire Agreement; Supremacy. This Agreement contains the entire agreement among the Parties with respect to the transactions contemplated hereby and supersedes all prior communications, agreements or understandings, whether written or oral, among the Parties with respect to the subject matter hereof. The Parties acknowledge and agree that this Agreement shall prevail over any other document formalizing the transactions contemplated in this Agreement and, therefore, the Parties agree not to take any actions under those documents with a view to claiming or exercising any rights, or which result in a claim or exercise of rights, against any other Party that are not available to such Party under this Agreement.
Sample 1
Entire Agreement; Supremacy. This Agreement, the Transaction Agreement and the Shareholders Agreement are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement, together with the Transaction Agreement and the Shareholders Agreement, supersedes all prior agreements and understandings between the parties with respect to such subject matter. In the event of any conflict between this Agreement and the Shareholders Agreement or any Other Registration Rights Agreement, the Shareholders Agreement and/or Other Registration Rights Agreement, as the case may be, shall control; in furtherance and not in limitation of the foregoing, nothing in this Agreement shall permit a Shareholder to engage in any Transfer (as defined in the Shareholders Agreement) unless such is expressly permitted under the Shareholders Agreement.
Sample 1

Related to Entire Agreement; Supremacy

  • Entire Agreement; Supersedure This Agreement constitutes the entire agreement of the Members and their respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written.

  • Entire Agreement; Survival This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein and supersedes, effective as of the date hereof any prior agreement or understanding between Employer and Employee with respect to Employee's employment by Employer. The unenforceability of any provision of this Agreement shall not effect the enforceability of any other provision. This Agreement may not be amended except by an agreement in writing signed by the Employee and the Employer, or any waiver, change, discharge or modification as sought. Waiver of or failure to exercise any rights provided by this Agreement and in any respect shall not be deemed a waiver of any further or future rights.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • E ntire Agreement This Agreement constitutes the entire agreement of the parties regarding the subject matter addressed herein and supersedes all prior agreements, whether oral or written, pertaining to said subject matter.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • 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.

  • ENTIRE AGREEMENT CLAUSE This Agreement supersedes and cancels all previous Agreements or past practices between the Board and the Association and constitutes the entire Agreement between the parties. Any amendment or Agreement supplemental hereto shall not be binding upon either party unless executed, in writing, by the parties hereto.

  • Integration; Entire Agreement This Warrant is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Warrants. This Warrant supersedes all prior agreements and understandings between the parties with respect to such subject matter (other than warrants previously issued by the Company to the Warrantholder).

  • Entire Agreement; Superseding Effect This Agreement constitutes the entire agreement of the Members relating to the Company and the transactions contemplated hereby, and supersedes all provisions and concepts contained in all prior contracts or agreements between the Members with respect to the Company, whether oral or written.

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