VITA » Topics » Entire Agreement

These excerpts taken from the VITA 8-K filed Jul 31, 2007.

10.7 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either party hereto. None of this Agreement, nor any provision hereof, is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 7.09 Entire Agreement.

This Agreement, together with the Exhibits and Schedules hereto (which are incorporated herein by reference), and the other Closing Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either party hereto. None of this Agreement, nor any provision hereof, is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

This excerpt taken from the VITA 10-K filed Mar 16, 2007.

Entire Agreement

16.1 Entire Agreement. Except for the Royalty Sale Agreement, Distribution Agreement and the Mutual Confidentiality Agreement between the Parties, dated February 9, 2004, all of which shall continue to be governed by their terms and shall govern disclosures of confidential information and other matters related or unrelated to the subject matter of this Agreement (as applicable), this Agreement and all exhibits attached hereto represent the entire agreement between the Parties and shall supersede any and all prior agreements, understandings, arrangements, promises, representations, warranties, and/or any contracts of any form or nature whatsoever, whether oral or in writing and whether explicit or implicit, which may have been entered into prior to the execution hereof between the Parties, their officers, directors or employees as to the subject matter hereof. This Agreement restates and supersedes the Original Agreement. Neither of the Parties hereto has relied upon any oral representation or oral information given to it by any representative of the other Party.

16.2 Invalid or Unenforceable Provision. Should any provision of this Agreement be rendered invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of this Agreement. To the extent practicable, the Parties shall replace an invalid provision or fill any gap with valid provisions which most closely approximate the purpose and economic effect of the invalid provision or, in case of a gap, the Parties’ presumed intentions. Nothing in this Agreement shall be interpreted so as to require either Party to violate any applicable laws, rules or regulations.

This excerpt taken from the VITA 10-Q filed May 10, 2006.

Entire Agreement

16.1 Entire Agreement. Except for the Distribution Agreement and the Mutual Confidentiality Agreement between the Parties, dated February 9, 2004, all of which shall continue to be governed by their terms and shall govern disclosures of confidential information and other matters related or unrelated to the subject matter of this Agreement (as applicable), this Agreement and all exhibits attached hereto represent the entire agreement between the Parties and shall supersede any and all prior agreements, understandings, arrangements, promises, representations, warranties, and/or any contracts of any form or nature whatsoever, whether oral or in writing and whether explicit or implicit, which may have been entered into prior to the execution hereof between the Parties, their officers, directors or employees as to the subject matter hereof. Neither of the Parties hereto has relied upon any oral representation or oral information given to it by any representative of the other Party.

CONFIDENTIAL EXECUTION COPY

 

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16.2 Invalid or Unenforceable Provision. Should any provision of this Agreement be rendered invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of this Agreement. To the extent practicable, the Parties shall replace an invalid provision or fill any gap with valid provisions which most closely approximate the purpose and economic effect of the invalid provision or, in case of a gap, the Parties’ presumed intentions. Nothing in this Agreement shall be interpreted so as to require either Party to violate any applicable laws, rules or regulations.

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