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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company.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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Company and the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, 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 acknowledges that in connection with the offering of the Shares: Securities (including without limitation the determination of the public offering price of the Securities and any related discounts and commissions): (i) the Underwriters have acted at arm's length, arms length solely as principals, and 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 not any other duties or obligations, (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 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 arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. (c) This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for convenience only and shall not affect the construction hereof. 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. (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, represents the entire agreement between the Company, Company and the Selling Shareholders, 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 offerin...g, 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 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 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, represents the entire agreement between the Company, Company and the Selling Shareholders, 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 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 the Selling Shareholders waive 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, Company 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 Share...s. (b) The Company 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 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. 29 12. Information Furnished by the Underwriters. The statements set forth in the first sentence of the third paragraph and the statements in the twelfth paragraph under the caption "Underwriting" in the Prospectus, concerning such statements that relate to the amount of selling concession and reallowance or to over-allotment and stabilization activities that may be undertaken by the Underwriters, the seventh paragraph, concerning sales to discretionary accounts, and the 14th paragraph concerning electronic delivery of the Prospectus, constitute the only information furnished by or on behalf of the Underwriters, as such information is referred to in Sections 1(b), 1(kk), 8(a) and 8(c) hereof. 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, and the Underwriters, on the other, other hand, with respect to the preparation of any preliminary prospectus, Preliminary Prospectus, the Time of Sale Prospectus, Pricing Disclosure Package, the Prospectus, the conduct of the offer...ing, offering 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 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 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 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 34 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, Guarantors 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 of Securities,... and the purchase and sale of the Shares. Securities. (b) The Company acknowledges and the Guarantors acknowledge that in connection with the offering of the Shares: Securities: (i) the Underwriters 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 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 the Guarantors. The Company and each of the Guarantors 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. 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, and the Underwriters, on the other, other hand, with respect to the preparation of any preliminary prospectus, Preliminary Prospectus, the Time of Sale Prospectus, Pricing Disclosure Package, the Prospectus, the conduct of the offer...ing, offering 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 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 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 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. 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, PBF Parties, 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.... 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. 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, Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, offering of the Securities..., and the purchase and sale of the Shares. Securities. 27 (b) The Company 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 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. 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 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 arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
