Merger; Binding Effect, Etc Clause Samples
The "Merger; Binding Effect" clause establishes that the written agreement represents the complete and final understanding between the parties, superseding all prior negotiations or agreements. In practice, this means that any previous discussions, drafts, or side agreements not included in the final contract are not legally enforceable, and only the terms within the signed document are binding. This clause ensures clarity and certainty by preventing parties from later claiming that other terms or promises should be considered part of the agreement.
Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
Merger; Binding Effect, Etc. This Agreement, together with the Stockholder Agreement, and the Subscription Agreement(s) dated on or about October 24, 2006 among the Company and the subscribers named therein constitute the entire agreement of the parties with respect to their subject matter, supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns. Except as otherwise expressly provided herein, no party hereto may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and the Majority Investors, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
Merger; Binding Effect, Etc. This Agreement, including Schedule A hereto, constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives and successors.
Merger; Binding Effect, Etc. This Agreement (along with the Class B Exchange Agreement and the Greenspring Exchange Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and Permitted Assignees.
Merger; Binding Effect, Etc. This Agreement, together with the Registration Rights Agreement, constitute the entire agreement of the parties with respect to their subject matter, supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and the Stockholders that hold a majority of the Shares held by all Stockholders, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
Merger; Binding Effect, Etc. This Agreement and the other agreements referred to herein constitute the entire agreement of the parties with respect to the subject matter hereof, supersede all prior or contemporaneous oral or written agreements or discussions among the parties and their respective Affiliates with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Stockholder may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and a Requisite Capital IV Majority, and any attempted assignment or delegation in violation of the foregoing shall be null and void. No provision in this Agreement will give, or be construed to give, any legal or equitable rights hereunder to any Person other than the parties hereto, the Sponsor Entities and their respective heirs, representatives, successors and permitted assigns.
Merger; Binding Effect, Etc. Subject to the last sentence of Section 8.9, this Agreement, together with the Registration Rights and Coordination Agreement, and the Subscription Agreement(s) dated on or about October 24, 2006 among the Company and the subscribers named therein constitute the entire agreement of the parties with respect to their subject matter, supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns. Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and, at such times as the Investors collectively own Shares equal to at least twenty-five percent (25%) of the aggregate Shares listed on Schedule I as being owned by the Investors, the Majority Investors, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
Merger; Binding Effect, Etc. This Agreement (along with the Stockholders Agreement, the Coordination Agreement and the Operating Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective heirs, representatives, successors and permitted assigns other than the Company Indemnitees and Affiliate Indemnitors under Section 3.9.5 and Ensemble, who is an express third party beneficiary of the restrictions set forth in Section 3.4.
Merger; Binding Effect, Etc. Subject to the last sentence of Section 12.9, this Agreement, together with the Registration Rights and Coordination Agreement, and the Subscription Agreement(s) dated on or about the date hereof among the Company and the subscribers named therein constitute the entire agreement of the parties with respect to their subject matter, supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns. Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and, at such times as the Investors own Shares in an amount equal to at least 25% of the Initial Investor Shares, the Majority Investors, and any attempted assignment or delegation in violation of the foregoing shall be null and void.