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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company.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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Notes, represents the entire agreement between the Company, on the one hand, Partnership and the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 o...f the Shares. Notes. (b) The Company Partnership acknowledges that in connection with the offering of the Shares: Notes: (i) the Underwriters have acted at arm's arms 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. Notes. 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 Operating Partnership, on the one hand, and the Underwriters, 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 t...he purchase and sale of the Shares. 31 (b) The Company acknowledges and the Operating Partnership each 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, 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 and the Operating Partnership waives 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
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, Selling Shareholders 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. 28 (b) The Company acknowledges and each of the Selling Shareholders 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 Selling Shareholders or any other person, (ii) the Underwriters owe the Company and the Selling Shareholders 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 Selling Shareholders. The Company waives and each of the Selling Shareholders 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
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, Hess Parties 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. Units. 40 (b) The Company acknowledges Hess Parties acknowledge that in connection with the offering of the Shares: (i) Units: (A) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company Hess Parties or any other person, (ii) (B) the Underwriters owe the Company Hess 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) (C) the Underwriters may have interests that differ from those of the Company. Hess Parties. The Company waives Hess 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. Units. 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, Partnership, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchas...e and 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, 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, 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. 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 24 Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, Company and the Selling Shareholder, on the one hand, and the Underwriters, Underwriter, 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 th...e purchase and sale of the Shares. (b) The Company acknowledges and the Selling Shareholder acknowledge 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 Selling Shareholder or any other person, (ii) the Underwriters Underwriter owe the Company 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. Company and the Selling Shareholder. The Company waives and the Selling Shareholder 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, Offered Securities, represents the entire agreement between the Company, on the one hand, Guarantors and the Underwriters, on the other, Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, General Disclosure Package and the Final Prospectus, the con...duct of the offering, and the purchase and sale of the Shares. Offered Securities. (b) This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. 23 (c) The Company acknowledges that in connection with the offering of the Shares: Offered Securities: (i) the Underwriters 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 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), if any, and (iii) the Underwriters may have interests that differ from those of the Company. Company and (iv) the Underwriters 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 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. Offered 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, Offered Securities, represents the entire agreement between the Company, on the one hand, Guarantors and the Underwriters, on the other, Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, General Disclosure Package and the Final Prospectus, the con...duct of the offering, and the purchase and sale of the Shares. Offered Securities. (b) This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. (c) The Company acknowledges that in connection with the offering of the Shares: Offered Securities: (i) the Underwriters 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 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), if any, and (iii) the Underwriters may have interests that differ from those of the Company. Company and (iv) the Underwriters 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 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. Offered 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. 12 (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, on the one hand, Selling Shareholders 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 contemplated her...eby, and the purchase and sale of the Shares. (b) The Company acknowledges and the Selling Shareholders 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, the Selling Shareholders or any other person, (ii) the Underwriters owe the Company 26 and the Selling Shareholders only those duties and obligations set forth in this Agreement and any contemporaneous written agreements 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 Selling Shareholders. The Company waives and the Selling Shareholders 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
