Section Entire Agreement. Upon consummation of the Transaction, this Agreement and the Transaction Agreements will set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.
Section Entire Agreement. THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, THE LICENSE PURCHASE AGREEMENT AND RELATED AGREEMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL OTHER PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Section Entire Agreement. This Agreement together with the other Loan Documents represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.
Section Entire Agreement. This Agreement, including the Exhibits and Schedules hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof. All Exhibits and Schedules hereto are hereby incorporated herein by reference. 1.8 1.9
Section Entire Agreement. This Agreement 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 rights granted by the Company set forth herein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. Section Amendment . This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.
Section Entire Agreement. This Escrow Agreement and the Merger Agreement, the Restricted Stock Vesting Agreements and the Employment Agreements, as applicable, constitute the entire agreement among other parties with respect to the subject matter hereof, and supercede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Section Entire Agreement. XXXX XXENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT AND THE OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.] Executed as of the date first written above. BORROWERS: HORIZON OFFSHORE CONTRACTORS, INC. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx HORIZEN, L.L.C. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx HORIZON SUBSEA SERVICES, INC. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx HORIZON VESSELS, INC. By: ---------------------------------------- David W. Sharp Executive Vicx Xxxxxxxxx AGENT: SOUTHWEST BANK OF TEXAS, N.A., as Agent By: ---------------------------------------- Valerie Gibbs Senior Vice Prxxxxxxx LENDERS: SOUTHWEST BANK OF TEXAS, N.A. By: ---------------------------------------- Valerie Gibbs Senior Vice Prxxxxxxx DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: ---------------------------------------- Name: ------------------------------------- Title: ------------------------------------- By: ---------------------------------------- Name: ------------------------------------- Title: ------------------------------------- BANK OF SCOTLAND By: ---------------------------------------- Joseph Fratus First Vice Prexxxxxx -19- HIBERNIA NATIONAL BANK By: ---------------------------------------- Tammy Boyd Vice President Each of the undersigned Guarantors (a) hereby consents and agrees to this Amendment, (b) agrees that all references to the Loan Agreement contained in the Guaranty Agreement executed by such Person shall constitute references to such Loan Agreement as amended by this Amendment and as the same may be further amended, and (c) agrees that the Guaranty Agreement executed by such Person shall remain in full force and effect and shall continue to be the legal, valid and binding obligat...
Section Entire Agreement. This Agreement, together with the Sale Agreement and the documents expressly to be delivered in connection therewith, constitute the entire understanding and agreement between the parties hereto with subject matter hereof and thereof. 17. 18.
Section Entire Agreement. This Agreement, together with the Seller Disclosure Schedules and the Exhibits, certificates and other documents referred to herein or delivered pursuant hereto that form a part hereof, the Related Agreements and the Confidentiality Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Section Entire Agreement. This Agreement, including the Exhibits and ---------------- Schedules hereto, as well as the other documents and certificates delivered pursuant hereto set forth the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto. For avoidance of doubt, the Confidentiality Agreement, and Purchaser's obligations thereunder, shall survive the execution and delivery of this Agreement but shall be terminated as of the Closing.
