Common use of Entire Agreement; No Other Representations Clause in Contracts

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter, the Stock Option Agreement and the Confidentiality Agreement, dated March 28, 1997 (the "Company Confidentiality Letter"), and October 28, 1997 (the "Parent Confidentiality Letter"), between Parent and the Company (the "Confidentiality Agreements") constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreements shall be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreements shall be reinstated in the event of any termination of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)

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Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Stock Option Agreement, the Company Disclosure LetterSchedule, any agreements between Parent and stockholders of the Parent Disclosure Letter, the Stock Option Company to vote in favor of this Agreement and the Merger and against any competing proposals and the Confidentiality Agreement, Agreement dated March 28, 1997 (the "Company Confidentiality Letter"), and October 28, 1997 (the "Parent Confidentiality Letter")February 5,1998, between Parent and the Company (the "Confidentiality AgreementsAgreement") constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof; provided that Parent and Merger Subsidiary shall not be deemed to have waived or otherwise affected their rights with respect to any breach or alleged breach of the Original Agreement other than as provided in Section 6.19. The parties hereto agree that the Confidentiality Agreements Agreement shall be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreements Agreement other than subparagraph (a) of the fourth paragraph thereof shall be reinstated in the event of any termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Ace LTD)

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure LetterSchedule, the Parent Disclosure LetterSchedule, the Stock Option Confidentiality Agreement and the Confidentiality Agreementdated June 26, dated March 28, 1997 (the "Company Confidentiality Letter"), and October 28, 1997 (the "Parent Confidentiality Letter")1998, between Parent and the Company (the "Confidentiality AgreementsAgreement") and the Nondisclosure Agreement between Parent and the Company dated August 7, 1998 (the "Nondisclosure Agreement) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreements Agreement and the Nondisclosure Agreement shall each be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreements Agreement and the Nondisclosure Agreement shall be reinstated in the event of any termination of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Youth Services International Inc), Merger Agreement (Correctional Services Corp)

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter, the Stock Option Agreement and the Confidentiality Agreement, dated March 28, 1997 1997, (the "Company Confidentiality Letter"), ) and October 28, 1997 (the "Parent Confidentiality Letter"), between Parent and the Company (the "Confidentiality Agreements") constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreements shall be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreements shall be reinstated in the event of any termination of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Usf&g Corp)

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Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Stock Option Agreement, the Company Disclosure LetterSchedule, the Parent Disclosure LetterSchedule, the Stock Option Agreement Stockholder Agreements and the Confidentiality Agreement, Agreement dated March 28, 1997 (the "Company Confidentiality Letter"), and October 28, 1997 (the "Parent Confidentiality Letter")February 5,1998, between Parent and the Company (the "Confidentiality AgreementsAgreement") constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreements Agreement shall be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreements Agreement other than subparagraph (a) of the fourth paragraph thereof shall be reinstated in the event of any termination of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Capital Re Corp)

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