Subject to the Purchase Agreement. Nothing in this Assignment and Assumption Agreement, express or implied, shall supersede, amend, alter, rescind, waive, modify, expand or limit (nor shall it be deemed or construed to supersede, amend, alter, rescind, waive, modify, expand or limit) any of the rights of the parties under, and the terms or conditions of, the Purchase Agreement, in any manner whatsoever. In the event of any conflict between the provisions of this Assignment and Assumption Agreement and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control and prevail. Without limiting the foregoing, the parties expressly acknowledge and agree that the sole and exclusive remedies of each party with respect to any and all claims arising out of or in connection with this Assignment and Assumption Agreement and the transactions contemplated hereby shall be limited to those remedies set forth in the Purchase Agreement.
Subject to the Purchase Agreement. This Assignment Agreement is subject in all respects to the terms and conditions of the Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and the Purchaser contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Purchase Agreement. Nothing in this Assignment Agreement shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Assignment Agreement and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control and prevail.
Subject to the Purchase Agreement. The terms of the Purchase Agreement, including without limitation the representations, warranties, covenants, agreements and indemnities relating to the Intellectual Property are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms of this Assignment, the terms of the Purchase Agreement shall control.
Subject to the Purchase Agreement. Purchaser and Seller hereby agree and acknowledge that this Xxxx of Sale is being executed and delivered pursuant to and subject to the terms and conditions set forth in the Purchase Agreement and does not create any additional obligations, covenants, representations and warranties or alter or amend any of the obligations, covenants, representations and warranties contained in the Purchase Agreement, nor shall this Xxxx of Sale impair or diminish any of the rights or obligations of the parties to the Purchase Agreement, as set forth therein. In the event of any inconsistency between this Xxxx of Sale and the Purchase Agreement, the Purchase Agreement shall control.
