Common use of No Modification; Entire Agreement Clause in Contracts

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor. Together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Limited Guaranty, the Contribution Agreement, and the Voting Agreement, if applicable, this letter agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

Appears in 3 contracts

Samples: Commitment Letter (Exceed Co Ltd.), Commitment Letter (Exceed Co Ltd.), Commitment Letter (New Horizon Capital Iii, L.P.)

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No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent and the Sponsor. Together with the Consortium Agreement, Merger Agreement (including any schedules Agreement, each Other Sponsor Equity Commitment Letter and exhibits thereto), the Company Disclosure Schedule, the Limited GuarantyGuarantee, each Other Guarantee (as defined in the Contribution Agreement, and the Voting Agreement, if applicableLimited Guarantee), this letter agreement constitutes the entire agreement with respect to the subject matter hereofsole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its affiliatesAffiliates, on the one hand, and Parent Holdco or any of its affiliatesAffiliates, on the otherother hand, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

Appears in 2 contracts

Samples: WuXi PharmaTech (Cayman) Inc., sec.report

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent Parent, the Sponsor and the SponsorCompany. Together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure ScheduleAgreement, the Limited Guaranty, the Contribution Agreement, Agreement and the Voting Agreement, if applicable, this letter agreement constitutes the entire agreement with respect to the subject matter hereofsole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, between the Sponsor or any of its affiliatesAffiliates, on the one hand, and Parent or any of its affiliatesAffiliates, on the other, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

Appears in 1 contract

Samples: Merger Agreement (Idg-Accel China Growth Fund Ii L P)

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the SponsorFounder. Together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Parent Disclosure Schedule and the Limited Guaranty, the Contribution Agreement, and the Voting Agreement, if applicable, this letter agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor Founder or any of its his affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

Appears in 1 contract

Samples: SYSWIN Inc.

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No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent Parent, the Sponsors and the SponsorCompany. Together with the Merger Agreement (including any schedules and exhibits thereto)Agreement, the Company Disclosure Schedule, Contribution Agreement and the Limited Guaranty, the Contribution Agreement, and the Voting Agreement, if applicable, this letter agreement constitutes the entire agreement with respect to the subject matter hereofagreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor Sponsors or any of its affiliateshis Affiliates, on the one hand, and Parent or any of its affiliatesAffiliates (other than the Sponsors and any of his Affiliates), on the other, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party hereto and its his (or its) respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

Appears in 1 contract

Samples: Li Qiang

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor. Together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Limited Guaranty, the Contribution Rollover Agreement, the Voting Support Agreement and other Financing Documents (and the Voting AgreementNew Financing Documents, if applicable), this letter agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

Appears in 1 contract

Samples: Yucheng Technologies LTD

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