Independence of Agreements. All agreements and covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain agreement or covenant, the fact that such action or condition is permitted by another agreement or covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of the representation and warranty first referred to in this sentence.
Independence of Agreements. All agreements in this Indenture shall be given independent effect so that if a particular action or condition is not permitted by any such agreement, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another agreement shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.
Independence of Agreements. 21 Section 1.16. Counterparts.............................................................................21
Independence of Agreements. The provisions of this Article VII are in addition to and independent of any agreements or covenants contained in any employment, consulting or other agreement between the Purchaser or any of its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand.
Independence of Agreements. Nothing herein shall be deemed to create a lease of real estate. This Agreement grants to Licensee only such rights and privileges as are stated herein. Notwithstanding the fact that the Licensor may receive a fee from the Licensee, it is expressly understood and agreed that the Licensor shall not be construed as a partner, associate, or joint venture with Licensee in the conduct of its business.
Independence of Agreements. 27 7.12 COUNTERPARTS; FACSIMILE SIGNATURES.................................27 Schedule I - Investors Schedule 3.1 - Organization Schedule 3.2 - Capitalization Schedule 3.7 - Commission Filings; Financial Statements Schedule 3.11 - Intellectual Property Schedule 3.12 - Litigation and other Proceedings or Claims Schedule 3.14 - Registration Rights EXHIBITS Exhibit A - Form of Registration Rights Agreement Exhibit B - Form of Certificate of Designation Exhibit C - Form of Company Counsel Opinion SECURITIES PURCHASE AGREEMENT, dated as of January 10, 2001, among EXCHANGE APPLICATIONS, inc., a Delaware corporation (the "Company"), and the INVESTORS listed on Schedule I (each individually an "Investor" and collectively, the "Investors"). The Company together with each of its Subsidiaries, collectively, is primarily in the business of providing marketing automation and enterprise customer relationship management solutions to companies (the "Business"). The Company desires to raise equity financing, and the Investors are willing to purchase certain shares of the Company's capital stock in connection therewith, all on the terms and subject to the conditions set forth herein. ACCORDINGLY, in consideration of the foregoing and the covenants, agreements, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto hereby agree as follows:
Independence of Agreements. In the event that Customer occupies leased office space, Customer’s lease with the building owner ("Building Owner") is entirely separate and distinct from and independent of this Agreement. Consequently, this Agreement shall have no effect upon the rights and obligations relating to such lease, nor shall such lease have any effect upon the rights and obligations arising out of this Agreement. Customer acknowledges that Building Owner is not a party to this Agreement and has no obligation of any type with respect to the Services provided under this Agreement. Customer agrees that any cessation or interruption of Services or any breach of this Agreement by EPIK shall not constitute a default or constructive eviction by Building Owner. CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS THE BUILDING OWNER OR ANY BUILDING MANAGER ACTING ON BEHALF OF THE BUILDING OWNER, FROM ANY CLAIM CUSTOMER MAY HAVE AGAINST EPIK ARISING FROM THIS AGREEMENT AND FROM ANY CLAIM CUSTOMER MAY HAVE ARISING OUT OF THE PROVISION (OR LACK THEREOF) OF SERVICES. Customer agrees that Building Owner or any building manager acting on behalf of the Building Owner, shall receive the benefit of such promises and covenants, by EPIK as agent therefor.
Independence of Agreements. In the event that Customer occupies leased office space, Customer’s lease with the building owner ("Building Owner") is entirely separate and distinct from and independent of this Agreement. Consequently, this Agreement shall have no effect upon the rights and obligations relating to such lease, nor shall such lease have any effect upon the rights and obligations arising out of this Agreement. Customer acknowledges that Building Owner is not a party to this Agreement and has no obligation of any type with respect to the Services provided under this Agreement.
Independence of Agreements. 27 7.4 Enforceability.................................................................................28 ARTICLE 8 INDEMNIFICATION................................................................................28 8.1 Survival of Representations and Warranties.....................................................28 8.2 Indemnification by the Seller..................................................................28 8.3 Indemnification by the Purchaser...............................................................29 8.4 Indemnification Procedures - Third-Party Claims................................................29 -ii- Table of Contents ----------------- (continued)
Independence of Agreements. The provisions of this Article 7 are in addition to and independent of any agreements or covenants contained in the Employment Agreements.
