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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company.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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Company and the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 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 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 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 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, on the one hand, Company and the Underwriters, on the other, Initial Purchasers with respect 24 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) 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 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. (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
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. (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 32 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
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 among the Company, on the one hand, Manager and the Underwriters, on the other, Forward Purchaser with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, Registration Statement, Prospectus Supplement or the Prospectu...s, the conduct of the offering, offering and the purchase sale and sale distribution of the Shares. 28 (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters Manager and the Forward Purchaser have acted and will act at arm's length, are not agents length and neither is an agent of, and owe no or owes any fiduciary duties to, the Company or any other person, (ii) the Underwriters Manager and the Forward Purchaser owe the Company only those duties and obligations set forth in this Agreement Agreement, any Confirmations and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters Manager and the Forward Purchaser may each 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 Manager or the Forward Purchaser arising from an alleged breach of fiduciary duty in connection with the offering sale and distribution 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, represents the entire agreement between the Company, Company and PBF LLC and the Selling Shareholders, on the one hand, and the Underwriters, Deutsche Bank, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offe...ring, and the purchase and sale of the Shares. (b) The Company acknowledges and each Selling Shareholder acknowledge that in connection with the offering of the Shares: (i) the Underwriters have Deutsche Bank has acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company and the Selling Shareholders or any other person, (ii) the Underwriters owe Deutsche Bank owes 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 Deutsche Bank may have interests that differ from those of the Company. Company and the Selling Shareholders. The Company and each Selling Shareholder waives to the full extent permitted by applicable law any claims it may have against the Underwriters Deutsche Bank 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 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 Company 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 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 (iv) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company 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 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 the one hand, Forward Purchaser 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 of the offering, and the purchase and sale... of the Shares. (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters Agent and the Forward Purchaser have acted at arm's length, are not agents and neither is an agent of, and owe no or owes any fiduciary duties to, the Company or any other person, (ii) the Underwriters Agent and the Forward Purchaser 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 Agent and the Forward Purchaser may each have interests that differ from those of 27 the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters Agent or the Forward Purchaser 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, Agreement represents the entire agreement between the Company, on the one hand, Company and the Underwriters, on the other, Managers with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, Registration Statement, Prospectus Supplement or the Prospectus, the conduct ...of the offering, offering and the purchase sale and sale distribution of the Shares. (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have each Manager has acted and will act at arm's length, are not agents of, length and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe each Manager owes 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 each Manager 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 any of the Underwriters Managers arising 25 from an alleged breach of fiduciary duty in connection with the offering sale and distribution 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 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) 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 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. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters Initial Purchasers arising from an 23 alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
