Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 40 contracts
Samples: Software, Copyright and Trade Secret Assignment and License (LSC Communications, Inc.), Trademark Assignment and License Agreement (RR Donnelley & Sons Co), Transition Services Agreement (LSC Communications, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules heretoSchedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 18 contracts
Samples: Separation and Distribution Agreement (SilverSun Technologies Holdings, Inc), Separation and Distribution Agreement (SilverSun Technologies Holdings, Inc), Separation and Distribution Agreement (SilverSun Technologies, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules heretoSchedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 18 contracts
Samples: Distribution Agreement (Madison Square Garden Entertainment Corp.), Distribution Agreement (MSGE Spinco, Inc.), Distribution Agreement (MSGE Spinco, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 12 contracts
Samples: Transition Services Agreement (MSGE Spinco, Inc.), Transition Services Agreement (Madison Square Garden Entertainment Corp.), Transition Services Agreement (MSGE Spinco, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules heretoSchedules, together with the Separation Agreement and the other Ancillary Agreements, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments commitments, course of dealings and writings with respect to such subject matter. In the event of any and to the extent that there shall be a conflict or inconsistency between the provisions of this Agreement and any ScheduleSchedule hereto, the such Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equitycontrol.
Appears in 12 contracts
Samples: Transition Services Agreement (Mural Oncology PLC), Transition Services Agreement (Mural Oncology PLC), Transition Services Agreement (Alkermes Plc.)
Complete Agreement; Construction. This Agreement, including the Schedules heretoExhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 8 contracts
Samples: Tax Allocation and Indemnification Agreement (Ecost Com Inc), Tax Allocation Agreement (Cognizant Corp), Tax Allocation and Indemnification Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule this Agreement shall prevail. No rule of construction that disfavors the drafting party will apply to this Agreement. As used in this Agreement, “including” and words of similar import mean “including but not limited to.” The rights and remedies use of the Parties herein provided shall “or” will not be cumulative and in addition deemed to any other or further remedies provided by law or equitybe exclusive.
Appears in 6 contracts
Samples: Transition Services Agreement (CXApp Inc.), Transition Services Agreement (Inpixon), Transition Services Agreement (OmniAb, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules heretoSchedules, shall constitute constitutes the entire agreement between the Parties parties with respect to the subject matter hereof hereof, and shall supersede supersedes all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 5 contracts
Samples: Tax Sharing Agreement (Equity Residential Properties Trust), Contribution and Distribution Agreement (Wellsford Real Properties Inc), Contribution and Distribution Agreement (Wellsford Real Properties Inc)
Complete Agreement; Construction. This Agreement, including the Schedules heretoAppendices, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 4 contracts
Samples: Development Agreement, Development Agreement (Cyclerion Therapeutics, Inc.), Development Agreement (Cyclerion Therapeutics, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules heretoExhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule or Exhibit hereto, the Schedule this Agreement shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 4 contracts
Samples: Development and Noncompetition Agreement, License Agreement (PartX, Inc.), License, Development and Noncompetition Agreement (Wyndham Hotels & Resorts, Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 3 contracts
Samples: Transition Services Agreement (Douglas Elliman Inc.), Transition Services Agreement (Douglas Elliman Inc.), Transition Services Agreement (Douglas Elliman Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules Schedule attached hereto, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedulethe Schedule attached hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 3 contracts
Samples: Transition Services Agreement (New Ceridian Corp), Transition Services Agreement (New Ceridian Corp), Transition Services Agreement (New Ceridian Corp)
Complete Agreement; Construction. This Agreement, including the Schedules heretoand the Annex, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 3 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (American Standard Companies Inc), Employee Matters Agreement (WABCO Holdings Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules Schedule A attached hereto, shall constitute the entire agreement between the Parties parties hereof with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 2 contracts
Samples: Shared Services Agreement (Farmland Partners Inc.), Shared Services Agreement (Farmland Partners Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 2 contracts
Samples: Escrow Agreement (Icagen, Inc.), Shared Services Agreement (Physicians Realty Trust)
Complete Agreement; Construction. This Agreement, including the Schedules heretoSchedule, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event The Schedule shall be construed with and as an integral part of any inconsistency between this Agreement and any Schedule, to the Schedule shall prevail. The rights and remedies of same extent as if the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equitysame had been set forth verbatim herein.
Appears in 2 contracts
Samples: Employee Benefit Services and Liability Agreement (Itt Industries Inc), Employee Benefit Services and Liability Agreement (Itt Corp /Nv/)
Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 2 contracts
Samples: Transition Services Agreement (Summit Materials, LLC), Support Services Agreement (Summit Materials, LLC)
Complete Agreement; Construction. This Agreement, Agreement (including the Schedules schedules hereto, shall constitute ) constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede supersedes all previous negotiationsprior agreements and undertakings, commitments both written and writings oral, between on behalf of the Parties with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 2 contracts
Samples: Employee Matters Agreement (Gaming & Leisure Properties, Inc.), Employee Matters Agreement (Gaming & Leisure Properties, Inc.)
Complete Agreement; Construction. This Agreement, -------------------------------- including the Schedules heretoExhibits and Schedules, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any ScheduleSchedule hereto, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 2 contracts
Samples: Distribution Agreement (Key3media Group Inc), Distribution Agreement (Key3media Group Inc)
Complete Agreement; Construction. This Agreement, including Agreement and the Schedules hereto, hereto shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Macquarie Infrastructure CO LLC)
Complete Agreement; Construction. This Agreement, including the Schedules heretoand the Exhibits, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments commitments, course of dealings and writings with respect to such subject matter. In the event The Schedules shall be construed with and as an integral part of any inconsistency between this Agreement and any Schedule, to the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equitysame extent as if they had been set forth verbatim herein.
Appears in 1 contract
Samples: Benefits and Compensation Matters Agreement (Xylem Inc.)
Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Appears in 1 contract
Samples: Intellectual Property License Agreement (Summit Materials, LLC)
Complete Agreement; Construction. This Agreement, including the Schedules heretoSchedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.Section 5.2
Appears in 1 contract
Samples: Distribution Agreement
