Controlling Law; Integration; Amendment; Waiver. (a) This Agreement shall be governed by and construed in accordance with the laws and case decisions of the State in which the Real Property is located applicable to contracts made and to be performed therein. (b) This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement supersede all prior negotiations, agreements, information memoranda, letters of intent and understandings between the parties with respect to their subject matter, whether written or oral, constitute the entire agreement of the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser and Seller. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein. (c) The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce the same, and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)
Controlling Law; Integration; Amendment; Waiver. (a) This Agreement shall be governed by and construed in accordance with the laws and case decisions of the State in which the Real Property is located applicable to contracts made and to be performed therein.
(b) This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement supersede all prior negotiations, agreements, information memoranda, letters of intent and understandings between the parties with respect to their subject matter, whether written or oral, constitute the entire agreement of the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser Xxxxxxxxx and Seller. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein.
(c) The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce the same, and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sonida Senior Living, Inc.)
Controlling Law; Integration; Amendment; Waiver. (a) This Agreement shall be governed by and construed in accordance with the laws and case decisions of the State in which the Real Property is located of Missouri applicable to contracts made and to be performed therein.
(b) This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement supersede all prior negotiations, agreements, information memoranda, letters of intent and understandings between the parties with respect to their subject matter, whether written or oral, constitute the entire agreement of the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser and Seller. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein.
(c) The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce the same, and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)
Controlling Law; Integration; Amendment; Waiver. (a) This Agreement shall be governed by and construed in accordance with the laws and case decisions of the State in which the Real Property is located of Iowa applicable to contracts made and to be performed therein.
(b) This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement supersede all prior negotiations, agreements, information memoranda, letters of intent and understandings between the parties with respect to their subject matter, whether written or oral, constitute the entire agreement of the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser and Seller. Without limiting the foregoing, this Agreement replaces in its entirety the Access Agreement and neither party shall have further rights or obligations pursuant to such Access Agreement. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein.
(c) The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce the same, and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)
Controlling Law; Integration; Amendment; Waiver. (a) This Agreement shall be governed by and construed in accordance with the laws and case decisions of the State in which the Real Property is located of Florida applicable to contracts made and to be performed therein.
(b) This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement supersede all prior negotiations, agreements, information memoranda, letters of intent and understandings between the parties with respect to their subject matter, whether written or oral, constitute the entire agreement of the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser and Seller. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein.
(c) The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce the same, and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)
Controlling Law; Integration; Amendment; Waiver. (a) This Except to the extent Maryland law may be mandatorily applicable to transactions contemplated by this Agreement and/or applicable to conduct, decisions, and acts by the Seller Parent’s directors, this Agreement shall be governed by and construed in accordance with the laws and case decisions of the State in which of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the Real Property is located applicable to contracts made and to be performed thereinState of Delaware or any other jurisdiction).
(b) This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement supersede all prior negotiations, agreements, information memoranda, letters of intent and understandings between the parties with respect to their subject matter, whether written or oral, constitute the entire agreement of the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser Parent, Purchaser Seller Parent, and Seller. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein.
(c) The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce the same, and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.)
Controlling Law; Integration; Amendment; Waiver. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws and case decisions of the State in which the Real Property is located applicable to contracts made and to be performed therein.
(b) Massachusetts. This Agreement and the other contracts, documents and instruments to be delivered pursuant to this Agreement agreements contemplated hereby supersede all prior negotiations, agreements, information memoranda, letters of intent agreements and understandings between the parties with respect to their the subject matter, whether written or oralmatter hereof, constitute the entire agreement of between the parties with respect to their subject matter, and may not be altered or amended except in writing signed by Purchaser, the Purchaser and the Seller. Neither of the parties has made or relied upon any representation, warranty or assurances in connection with the transactions contemplated hereunder other than those expressly made herein.
(c) The failure of any party hereto at any time or times to require performance of any provision of this Agreement provisions hereof shall in no manner affect its the right to enforce the same, and no . No waiver by any party hereto of any provision (condition, or of a the breach of any term, provision) of , warranty , representation, agreement or covenant contained in this AgreementAgreement or the other agreements contemplated hereby, whether by conduct or otherwise, in any one or more instances shall be deemed or construed either as a further or continuing waiver of any such provision condition or breach or as a waiver of any other provision (condition or of a the breach of any other term, provision) of this Agreement, warranty, representation, agreement or covenant herein or therein contained.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Locateplus Holdings Corp)