Entire Agreement Clause Example with 110 Variations from Business Contracts
This page contains Entire Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares. (b) The Company ac...knowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.View More
Variations of a "Entire Agreement" Clause from Business Contracts
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Agreement represents the entire agreement between the Company, on Partnership, the one hand, General Partner and the Underwriters, on the other, Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the... purchase and sale of the Shares. Securities. (b) The Company Each of the Partnership and the General Partner acknowledges that in connection with the offering of the Shares: Securities: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Partnership, the General Partner or any other person, (ii) the Underwriters owe the Company Partnership, or the General Partner only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company Partnership and the General Partner. Each of the Partnership and the General Partner waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. 18 12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Issuers and the Underwriters, on the other, Initial Purchasers with respect to the preparation of any preliminary prospectus, the Preliminary Memorandum, the Time of Sale Prospectus, Memorandum, the Prospectus, Final Mem...orandum, the conduct of the offering, and the purchase and sale of the Shares. Securities. (b) This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the Initial Purchasers, or any of them, with respect to the subject matter hereof. (c) The Company acknowledges Issuers acknowledge that in connection with the offering of the Shares: Securities: (i) the Underwriters Initial Purchasers have acted at arm's length, arms-length, are not agents of, and owe no fiduciary duties to, the Company Issuers, the Guarantors or any other person, (ii) the Underwriters Initial Purchasers owe the Company Issuers only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), Agreement) if any, and (iii) the Underwriters Initial Purchasers may have interests that differ from those of the Company. The Company Issuers and the Guarantor, and (iv) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Issuers and the Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Each of the Issuers and the Guarantor waives to the full extent permitted by applicable law any claims it may have against the Underwriters Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
Entire Agreement. (a) This Agreement, together with any Terms Agreement, contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering and sale of the Shares, represents the entire agreement between the Company, on the one hand, General Partner, the Operating Partnership and the Underwriters, on the other, Agent with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct o...f the offering, and the purchase and sale of the Shares. (b) The Company Each of the Company, the General Partner and the Operating Partnership acknowledges that in connection with the offering of the Shares: (i) (A) the Underwriters have Agent has acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Company, the General Partner and the Operating Partnership or any other person, (ii) (B) the Underwriters owe Agent owes the Company Company, the General Partner and the Operating Partnership only those duties and obligations set forth in this Agreement, any Terms Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) (C) the Underwriters Agent may have interests that differ from those of the Company. The Company Company, the General Partner and the Operating Partnership. Each of the Company, the General Partner and the Operating Partnership waives to the full extent permitted by applicable law any claims it may have against the Underwriters Agent arising from an alleged breach of fiduciary duty in connection with the offering and sale of the Shares. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Issuing Subsidiary and the Underwriters, on Guarantors and the other, Initial Purchasers with respect to the preparation of any preliminary prospectus, the Preliminary Memorandum, the Time of Sale Prospectus, Memorandum,... the Prospectus, Final Memorandum, the conduct of the offering, and the purchase and sale of the Shares. Securities. (b) The Company acknowledges Company, the Issuing Subsidiary and the Guarantors acknowledge that in connection with the offering of the Shares: Securities: (i) the Underwriters Initial Purchasers have acted at arm's arms length, are not agents of, and owe no fiduciary duties to, the Company Company, the Issuing Subsidiary, the Guarantors or any other person, (ii) the Underwriters Initial Purchasers owe the Company Company, the Issuing Subsidiary and the Guarantors only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), Agreement) if any, and (iii) the Underwriters Initial Purchasers may have interests that differ from those of the Company. Company, the Issuing Subsidiary and the Guarantors. The Company waives Company, the Issuing Subsidiary and the Guarantors waive to the full extent permitted by applicable law any claims it may have against the Underwriters Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. 31 13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and s...ale of the Shares. (b) The 31 14. ABSENCE OF A FIDUCIARY RELATIONSHIP. Each of the Company and the Selling Stockholder acknowledges that and agrees that: (a) the Underwriters' responsibility to the Company and the Selling Stockholder is solely contractual in nature, the Underwriters have been retained solely to act as Underwriters in connection with the offering Offering and no fiduciary, advisory or agency relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other, has been created in respect of any of the Shares: (i) transactions contemplated by this Agreement, irrespective of whether any of the Underwriters or its affiliates have acted at arm's length, are not agents of, and owe no fiduciary duties to, advised or is advising the Company or any the Selling Stockholder on other person, (ii) matters; (b) the Underwriters owe price of the Company only those duties and obligations Shares set forth in this Agreement was established by the Company and prior written agreements (to the extent not superseded Selling Stockholder following discussions and arms-length negotiations with the Underwriters, and the Company and the Selling Stockholder are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement), if any, and (iii) Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may have involve interests that differ from those of the Company. The Company waives and the Selling Stockholder and that the Underwriters have no obligation to disclose such interests and transactions to the full Company and the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by applicable law law, any claims it may have against the Underwriters arising from an for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in connection with the offering respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Shares. Company, including stockholders, employees or creditors of the Company and the Selling Stockholder. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, General Partner, the Operating Partnership, the Selling Shareholder and the Underwriters, on the other, Underwriter with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the cond...uct of the offering, and the purchase and sale of the Shares. (b) The Company Each of the Company, the General Partner, the Operating Partnership and the Selling Shareholder acknowledges that in connection with the offering of the Shares: (i) the Underwriters Underwriter have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Company, the General Partner, the Operating Partnership, the Selling Shareholder or any other person, (ii) the Underwriters owe Underwriter owes the Company Company, the General Partner, the Operating Partnership and the Selling Shareholder only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters Underwriter may have interests that differ from those of the Company. The Company Company, the General Partner, the Operating Partnership and the Selling Shareholder. Each of the Company, the General Partner, the Operating Partnership and the Selling Shareholder waives to the full extent permitted by applicable law any claims it may have against the Underwriters Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Company and the Underwriters, on Guarantors and the other, Initial Purchasers with respect to the preparation of any preliminary prospectus, the Preliminary Memorandum, the Time of Sale Prospectus, Memorandum, the Prospe...ctus, Final Memorandum, the conduct of the offering, and the purchase and sale of the Shares. (b) The Securities. (b)This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Initial Purchasers, or any of them, with respect to the subject matter hereof. 29 (c)The Company acknowledges that in connection with the offering of the Shares: Securities: (i) the Underwriters Initial Purchasers have acted at arm's arms length, are not agents of, and owe no fiduciary duties to, the Company Company, the Guarantors or any other person, (ii) the Underwriters Initial Purchasers owe the Company and the Guarantors only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), Agreement) if any, and (iii) the Underwriters Initial Purchasers may have interests that differ from those of the Company. Company and the Guarantors, and (iv) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisers to the extent they deemed appropriate. The Company waives and the Guarantors waive to the full extent permitted by applicable law any claims it they may have against the Underwriters Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
Entire Agreement. (a) This Agreement, Agreement and that certain engagement agreement executed by the parties, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Company and the Underwriters, on the other, Initial Purchasers with respect to the preparation of any preliminary prospectus, the Preliminary Memor...andum, the Time of Sale Prospectus, Memorandum, the Prospectus, Final Memorandum, the conduct of the offering, and the purchase and sale of the Shares. Securities. (b) This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Initial Purchasers, or any of them, with respect to the subject matter hereof. (c) The Company acknowledges that in connection with the offering of the Shares: Securities: (i) the Underwriters Initial Purchasers have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Company, the Guarantors or any other person, (ii) the Underwriters Initial Purchasers owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), Agreement) if any, and (iii) the Underwriters Initial Purchasers may have interests that differ from those of the Company. Company and the Guarantors, and (iv) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and the Guarantors waive to the full extent permitted by applicable law any claims it they may have against the Underwriters Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, Company and the Operating Partnership, on the one hand, and the Underwriters, Initial Purchasers, on the other, with respect to the preparation of any preliminary prospectus, the Preliminary Memorandum, the Time of Sale Prospectus, Memor...andum, the Prospectus, Final Memorandum, the conduct of the offering, and the purchase and sale of the Shares. Securities. 34 (b) The Company acknowledges and the Operating Partnership acknowledge that in connection with the offering of the Shares: Securities: (i) the Underwriters Initial Purchasers have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Company, the Operating Partnership or any other person, person; (ii) the Underwriters Initial Purchasers owe the Company and the Operating Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, any; and (iii) the Underwriters Initial Purchasers may have interests that differ from those of the Company. Company and the Operating Partnership. The Company waives and the Operating Partnership waive to the full extent permitted by applicable law any claims it they may have against the Underwriters Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, General Partner, the Operating Partnership and the Underwriters, on the other, Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and... the purchase and sale of the Shares. 34 (b) The Company Each of the Company, the General Partner and the Operating Partnership acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm's arms length, are not agents of, and owe no fiduciary duties to, the Company Company, the General Partner and the Operating Partnership or any other person, (ii) the Underwriters owe the Company Company, the General Partner and the Operating Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company Company, the General Partner and the Operating Partnership. Each of the Company, the General Partner and the Operating Partnership waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More
