Common use of Entire Agreement and Variation Clause in Contracts

Entire Agreement and Variation. 9.1 This agreement and the documents referred to or incorporated in it constitute the entire agreement between the parties relating to the subject matter of this agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this agreement. 9.2 Each of the parties acknowledges and agrees that it has not entered into this agreement in reliance on any statement or representation of any person (whether a party to this agreement or not) other than as expressly incorporated in this agreement. 9.3 Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement or not) and upon which it has relied in entering into this agreement. 9.4 Without prejudice to clause 5.4, each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement and the documents referred to or incorporated in this agreement shall be for breach of contract. 9.5 Nothing contained in this agreement or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud. 9.6 No variation of this agreement or any of the documents in the agreed form shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

Entire Agreement and Variation. 9.1 19.1 This agreement and the Agreement (together with any documents referred to or incorporated in it constitute herein) contains the entire agreement between and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this agreement and supersedes and extinguishes any prior draftsAgreement, agreementsincluding without limitation, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, the Mutual Confidentiality Agreement between the parties in relation to Seller, Shinsei and Castlewood (EU) Limited dated 12 April 2001, the subject matter Letter of this agreementIntent between the Seller, Shinsei and Castlewood dated 1 October 2002, and the Final Offer Letter entered into by the Seller, Shinsei and Castlewood dated 28 November 2002. 9.2 19.2 Each of the parties acknowledges and agrees that that: (a) it does not enter into this Agreement and the documents referred to herein on the basis of and does not rely, and has not entered into this agreement in reliance on relied, upon any statement or representation of (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made, given or agreed to by any person (whether a party to this agreement Agreement or not) other than as except those expressly incorporated set out or referred to in this agreement. 9.3 Without limiting the generality of the foregoingAgreement, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement or not) and upon which it has relied in entering into this agreement. 9.4 Without prejudice to clause 5.4, each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement and the documents referred to herein and those documents listed in Schedule 13 and the only remedy or incorporated remedies available in this agreement respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract.contract under this Agreement; and 9.5 Nothing contained in (b) this agreement clause 19.2 shall not apply to any statement, representation or in warranty made fraudulently or to any other document referred to provision of this Agreement which was induced by, or incorporated in it shall be read or construed as excluding any liability or remedy otherwise entered into as a result of of, fraud, for which the remedies shall be all those available under the law governing this Agreement. 9.6 19.3 No variation variation, supplement, deletion or replacement of or from this agreement Agreement or from any of the documents in the agreed form referred to herein or any of their respective terms shall be valid effective unless it is made in writing and signed by or on behalf of each of the parties to this agreementrelevant party.

Entire Agreement and Variation. 9.1 5.1 This agreement Agreement and the documents referred to or incorporated in it constitute the entire agreement between the parties relating to the subject matter of this agreement Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this agreementAgreement. 9.2 5.2 Each of the parties acknowledges and agrees that it has not entered into this agreement Agreement in reliance on any statement or representation of any person (whether a party to this agreement Agreement or not) other than as expressly incorporated in this agreementAgreement. 9.3 5.3 Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement Agreement or not) and upon which it has relied in entering into this agreementAgreement. 9.4 Without prejudice to clause 5.4, each 5.4 Each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement Agreement and the documents referred to or incorporated in this agreement Agreement shall be for breach of contract. 9.5 5.5 Nothing contained in this agreement Agreement or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud. 9.6 No variation of this agreement or any of the documents in the agreed form shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

Entire Agreement and Variation. 9.1 7.1 This agreement Assignment and the documents referred to or incorporated in it constitute the entire agreement between the parties relating to the subject matter of this agreement Assignment and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this agreementAssignment. 9.2 7.2 Each of the parties acknowledges and agrees that it has not entered into this agreement Assignment in reliance on any statement or representation of any person (whether a party to this agreement Assignment or not) other than as expressly incorporated in this agreementAssignment. 9.3 7.3 Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement Assignment by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement Assignment or not) and upon which it has relied in entering into this agreementAssignment. 9.4 Without prejudice to clause 5.4, each 7.4 Each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement Assignment and the documents referred to or incorporated in this agreement Assignment shall be for breach of contract. 9.5 7.5 Nothing contained in this agreement Assignment or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud. 9.6 7.6 No variation of this agreement or any of the documents in the agreed form Assignment shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreementAssignment.

Entire Agreement and Variation. 9.1 This agreement and the 19.1 Subject to clause 19.4, this Agreement (together with any documents referred to or incorporated in it constitute herein) contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) (insofar as they are between the parties parties) relating to the subject matter of this agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this agreementAgreement. 9.2 19.2 Each of the parties acknowledges and agrees that that: (a) it does not enter into this Agreement and the documents referred to herein on the basis of and does not rely, and has not entered into this agreement in reliance on relied, upon any statement or representation of (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made, given or agreed to by any person (whether a party to this agreement Agreement or not) other than as except those expressly incorporated set out or referred to in this agreement. 9.3 Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement or not) and upon which it has relied in entering into this agreement. 9.4 Without prejudice to clause 5.4, each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement Agreement and the documents referred to herein and the only remedy or incorporated remedies available in this agreement respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract.contract under this Agreement; and 9.5 Nothing contained in (b) this agreement clause 19.2 shall not apply to any statement, representation or in warranty made fraudulently or to any other document referred to provision of this Agreement which was induced by, or incorporated in it shall be read or construed as excluding any liability or remedy otherwise entered into as a result of of, fraud, for which the remedies shall be all those available under the law governing this Agreement. 9.6 19.3 No variation variation, supplement, deletion or replacement of or from this agreement Agreement or any of the documents in the agreed form its terms shall be valid effective unless it is made in writing and signed by or on behalf of each party. 19.4 Notwithstanding any other provision of this Agreement, the Confidentiality Letter dated 5 April 2000 between the Seller and the Purchaser shall remain in full force and effect in accordance with its terms, save insofar as it relates to matters contemplated by this Agreement. The parties agree that this Agreement and the matters contemplated by it shall not be deemed a "Possible Transaction" for the purposes of the parties to this agreementConfidentiality Letter.