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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company.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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Agreement represents the entire agreement between the Company, on the one hand, Company and the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 23 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. 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, Common Units, represents the entire agreement between the Company, on the one hand, 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. Common Units. (b) The Company Partnership acknowledges that in connection with the offering of the Shares: Common Units: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Partnership or any other person, (ii) the Underwriters owe the Company 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. Partnership. The Company 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. Common Units. 28 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, 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 or the Prospectus, the conduct of the offering, offerin...g 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. 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, Partnership, 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 S...hares. Securities. (b) The Company Partnership 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 or any other person, (ii) the Underwriters owe the Company 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. Partnership. The Company Partnership hereby waives to the full extent permitted by applicable law any claims it the Partnership may have against the Underwriters arising from any breach or 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, 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 June 4, 2012, 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. Exhibit 1.1-12 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. Electronic, fax, PDF and Jpeg signatures to this Agreement shall be deemed to be original signatures to this Agreement. 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, Underwriters and the Underwriters, on the other, Borrower with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, offering of the Securitie...s, and the purchase and sale of the Shares. Securities. 29 (b) The Company acknowledges that in connection with the offering of the Shares: Securities: (i) the Underwriters and the Borrower 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 Borrower 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 and the Borrower may have interests that differ from those of the Company. Company and (iv) the Underwriters and the Borrower 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 or the Borrower 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, Operating Partnership and the Underwriters, on the other, Underwriters with respect to the preparation of any Registration Statement, the preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offeri...ng, and the purchase and sale of the Shares. (b) The Company acknowledges and the Operating Partnership 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, the Company Company, the Operating Partnership or any other person, (ii) the Underwriters 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, and (iii) the Underwriters 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 arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. 28 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, Units, represents the entire agreement between the Company, on the one hand, 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, offering and the purchase a...nd sale of the Shares. Units. (b) The Company Partnership acknowledges that in connection with the offering of the Shares: Units: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Partnership or any other person, (ii) the Underwriters owe the Company 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. Partnership. The Company 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. Units. 23 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, Agreement and the Forward Sale Agreements, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) Agreement and the Forward Sale Agreements) that relate to the offering of the Shares, represents Shares or the transactions contemplated under the Forward Sale Agreements, represent the entire agreement between among the Company, on the one hand, and the Underwriters, on the other, respective parties ...thereto 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. Shares and the transactions contemplated under the Forward Sale Agreements. (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters and the Forward Counterparties have each acted at on 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 Counterparties 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 or the Forward Sale Agreements), if any, and (iii) the Underwriters and the Forward Counterparties 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 Counterparties arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. (c) This Agreement may not be amended or modified unless in writing by all of the parties hereto. 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, Operating Partnership and the Underwriters, on the other, Underwriters with respect to the preparation of any preliminary prospectus, the Registration Statement, the Time of Sale Prospectus, the Prospectus, the conduct of the offeri...ng, and the purchase and sale of the Shares. (b) (a) The Company acknowledges and the Operating Partnership 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, the Company Company, the Operating Partnership or any other person, (ii) the Underwriters 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, and (iii) the Underwriters may have interests that differ from those of the Company. The Company and Operating Partnership. Each of the Company 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
