Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Target Disclosure Schedule and the Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 3 contracts

Sources: Agreement and Plan of Reorganization (Zhone Technologies Inc), Agreement and Plan of Reorganization (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (PROS Holdings, Inc.)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Parent Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law Law or otherwise without the written consent of the other partyParty.

Appears in 2 contracts

Sources: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the Exhibitsexhibits attached hereto, the Target Schedules, including the Company Disclosure Schedule and the Acquiror Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingAgreement, in accordance with its terms; , and (b) are not intended to confer upon any other person any rights or remedies hereunderconfer, and shall not be assigned by operation of law construed as conferring, upon any Person other than the parties hereto any rights or otherwise without the written consent of the other partyremedies hereunder (except that Article VII is intended to benefit Indemnified Persons).

Appears in 2 contracts

Sources: Unit Purchase Agreement, Unit Purchase Agreement (Apptio Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 2 contracts

Sources: Merger Agreement (Nuvasive Inc), Merger Agreement (Green Dot Corp)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (Vonage Holdings Corp)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Target Schedules, including the AcuVoice Disclosure Schedule and the Acquiror fonix Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingAgreement, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (Fonix Corp)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the ExhibitsAppendices, the Target Disclosure Schedule Exhibits and the Acquiror Seller Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, except for the Confidentiality Exclusivity Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, hereunder and (c) shall not be assigned by operation of law or otherwise without the written consent of the other partyexcept as otherwise specifically provided.

Appears in 1 contract

Sources: Asset Purchase Agreement (Odimo INC)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Target Schedules, including the A2S Disclosure Schedule and the Acquiror EMCON Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Emcon)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Target Disclosure Schedule Letter and the Acquiror Disclosure Schedule Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Maxtor Corp)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Target Schedules (including the LPC Disclosure Schedule and the Acquiror Parent Disclosure Schedule Schedule) (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, hereunder except for those rights of BBHC and LII explicitly set forth herein; and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (Ivillage Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the ExhibitsSchedules, the Target Company Disclosure Schedule and the Acquiror Buyer Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other partyexcept as otherwise specifically provided.

Appears in 1 contract

Sources: Purchase Agreement (Mdu Communications International Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law or otherwise without the prior written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (iGo, Inc.)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Share Purchase Agreement (Velti PLC)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Target Schedules, including the Company Disclosure Schedule and the Acquiror Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (Nexprise Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Target Schedules, including the Harvest Disclosure Schedule and the Acquiror FullNet Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (Fullnet Communications Inc)

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitsexhibits and schedules hereto, including the Target Disclosure Schedule and the Acquiror Disclosure Schedule Schedule, (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, hereunder and shall not be assigned by operation of law or otherwise without the written consent of the other party.

Appears in 1 contract

Sources: Merger Agreement (Almost Family Inc)