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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company.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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, RMCO and the Selling Stockholder, on the one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 sale... of the Shares. (b) The Company acknowledges and the Selling Stockholder acknowledge 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 Company, RMCO, the Selling Stockholder or any other person, (ii) the Underwriters owe the Company Company, RMCO and the Selling Stockholder 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, those of RMCO and those of the Selling Stockholder. Each of the Company, RMCO and the Selling Stockholder 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, 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 arms 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 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 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 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, 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 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, Agreement represents the entire agreement between the Company, on the one hand, Company and the Underwriters, on the other, Manager with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, Registration Statement, Prospectus Supplement or the Prospectus, the conduct o...f 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 Manager has acted and will act at arm's length, are not agents of, length and owe owes no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe 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 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 the Underwriters Manager arising from an alleged breach of fiduciary duty in connection with the offering sale and distribution of the Shares. 25 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, represents the entire agreement between the Company, Partnership Parties and the Selling Shareholder, 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 pu...rchase and sale of the Shares. (b) The Company acknowledges Partnership Parties acknowledge 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, any of the Company Partnership Parties or any other person, (ii) the Underwriters owe the Company Partnership Parties 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. Partnership Parties. The Company waives Partnership Parties waive to the full extent permitted by applicable law any claims it they may 39 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 Agreement and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Forward Sale Agreement represents the entire agreement between the Company, on the one hand, Underwriters and the Underwriters, on the other, Forward Counterparty with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the of...fering, and the purchase and sale of the Shares. (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters and the Forward Counterparty 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 and the Forward Counterparty owe the Company only those duties and obligations set forth in this Agreement, the Forward Sale Agreement and prior written agreements (to the extent not superseded by this Agreement), or any Additional Forward Sale Agreement, if any, and (iii) the Underwriters and the Forward Counterparty 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 and the Forward Counterparty 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, Company on the one hand, hand and the Underwriters, Underwriters on the other, 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 o...f the Shares. Notwithstanding the immediately preceding sentence, all of the terms and provisions of that certain letter agreement, dated ______________2013, between the Company and Wellington Shields & Co. LLC (in such capacity, "Wellington Shields"), other than those directly dealing with the subject matter of this Agreement, shall continue to be in effect and binding upon the Company and Wellington Shields. (b) The Company acknowledges 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. (c) 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. (d) The obligations and rights of the parties to this Agreement, including, without limitation, those rights and obligations set forth in sections 6, 7 and 8, as well as the representations, warranties and covenants of the parties contained in this Agreement, including, without limitations, the representations, warranties and covenants set forth in sections 1, 5, 7 and 8, shall survive each and every Closing. 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 Stockholders, on the one hand, and the Underwriters, Underwriter, on the other, with respect to the preparation of any preliminary prospectus, 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 acknowledges and the Selling Stockholders acknowledge that in connection with the offering of the Shares: (i) the Underwriters have Underwriter has acted at arm's length, are length and is not agents an agent of, and owe owes no fiduciary duties to, the Company Company, the Selling Stockholders or any other person, person in respect of the transactions contemplated by this Agreement irrespective of whether the Underwriter has advised or is advising the Company on other matters; (ii) the Underwriters owe Underwriter owes the Company and the Selling Stockholders 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 any; (iii) the Underwriters Underwriter may have interests that differ from those of the Company. Company and the Selling Stockholders and (iv) the Purchase Price and the Public Offering Price of the Shares set forth in this Agreement were established and agreed to by the Selling Stockholders following arm's-length discussions with the Underwriter. The Company waives and the Selling Stockholders waive 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, represents the entire agreement between the Company, Partnership Parties and the Selling Shareholder, 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 pu...rchase and sale of the Shares. (b) The Company acknowledges Partnership Parties acknowledge 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, any of the Company Partnership Parties or any other person, (ii) the Underwriters owe the Company Partnership Parties 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. Partnership Parties. The Company waives Partnership 39 Parties waive to the full extent permitted by applicable law any claims it they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More
