Entire Agreement Clause Example 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Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, the General Partner, the Operating Partnership, the Selling Shareholder and the Underwriter 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) Each of the Company, the General Partner, the Operating Partnership and the Selling Shareholder acknowledges that in connection with the offering of the Shares: (i) the Underwriter have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company, the General Partner, the Operating Partnership, the Selling Shareholder or any other person, (ii) the Underwriter owes the Company, the General Partner, the Operating Partnership 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only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriter may have interests that differ from those of the Company, the General Partner, the Operating Partnership and the Selling Shareholder. Each of the Company, the General Partner, the Operating Partnership and the Selling Shareholder waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More