Entire and Integrated Agreement. This Agreement represents the entire and integrated agreement between HISD and A/E and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both HISD and A/E. In the event that any terms or conditions in any Exhibit attached hereto directly or indirectly contradict or conflict with any terms or conditions in this Agreement, the terms and conditions of this Agreement shall control.
Entire and Integrated Agreement. This Agreement contains and constitutes the entire agreement and understandings of the Parties and supersedes as of the execution date all prior negotiations, discussions, undertakings or agreements of any sort whatsoever, whether oral or written, or any claims that might have ever been made by one Party against any opposing Party. There are no representations, agreements, or inducements except as set forth expressly and specifically in this Agreement.
Entire and Integrated Agreement. This Agreement, together with any exhibits hereto, is intended by the Parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the Parties with respect to the subject matters contained herein.
Entire and Integrated Agreement. (a) This Agreement, the Schedules, the Disclosure Letter and Exhibits and the Closing Documents set forth the entire agreement and understanding of the Parties in respect to the Contemplated Transactions and supersede all prior agreements, arrangements and undertakings, whether written or oral, relating to the subject matter hereof (including the Confidentiality Agreement which shall terminate and be of no further force or effect as of the Execution Date).
(b) The Parties have agreed to enter into or deliver the Closing Documents contemporaneously with the Closing. The Parties would not have executed this Agreement had the Parties not also agreed to execute or deliver, as applicable, the Closing Documents at the Closing. The Parties acknowledge and agree that the Closing Documents are not stand-alone agreements but are rather interrelated agreements that are inextricably intertwined. The Parties agree that if the Closing occurs and subsequent thereto a Party or its Affiliates, as applicable, becomes a debtor or debtor-in-possession in a case under the Bankruptcy Code, the Closing Documents will be assumed or rejected under 11 U.S.C. §365 as one integrated whole and the Closing Documents shall not be severable for purposes of assumption or rejection, unless the Parties agree otherwise. The Parties’ rights under 11 U.S.C. §365 are preserved.
Entire and Integrated Agreement. This Agreement, including any Exhibit referenced herein and attached hereto, is intended by the Parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the Parties with respect to the subject matters contained herein. This Agreement supersedes any and all prior promises, representations, warranties, agreements, understandings and undertakings between the Parties and their representatives with respect to such subject matters and there are no promises, inducements, considerations, representations, warranties, agreements, understandings, or undertakings with respect to such subject matters other than those set forth or referred to herein.
Entire and Integrated Agreement. This Agreement is intended by the Parties Hereto as final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the Parties Hereto with respect to the subject matter contained herein. This Agreement supersedes all previous communications, representations, warranties, and agreements, written or oral, made during the course of the negotiations relating to this Agreement. Any modification to this Agreement shall be in writing and executed by each of the Parties Hereto.
Entire and Integrated Agreement. This Agreement represents the entire and integrated agreement between BB and PROJECT CLIENT and supersedes all prior negotiations, representations, and agreements, either written or oral, between the parties.
Entire and Integrated Agreement. This Agreement is intended by Investor and Xxxxxx as a final expression of their agreement, and it is intended to be a complete and exclusive statement of the agreement and understanding of Investor and Xxxxxx with respect to the subject matter contained herein. This Agreement supersedes all previous and contemporaneous communications, representations, warranties, and agreements, whether written or oral, made during the course of the negotiations relating to this Agreement. Any subsequent modification to this Agreement will be in writing and executed by each of Investor and Xxxxxx. For good and valuable consideration, including the mutual understandings, covenants and undertakings herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the terms, obligations and commitments contained in this Agreement will be binding as of the date of execution of this Agreement.
Entire and Integrated Agreement. Except as expressly set forth in this Agreement, it constitutes a single integrated written contract that expresses the entire agreement and understanding between the Parties regarding the subject matter hereof. Except as otherwise expressly provided, this Agreement supersedes all prior communications, settlements, and understandings between the Parties and their representatives regarding the matters addressed by this Agreement. Except as explicitly set forth in this Agreement, there are no representations, warranties, promises, or inducements, whether oral, written, expressed, or implied, that in any way affect or condition the validity of this Agreement or alter or supplement its terms. Any statements, promises, or inducements, whether made by any Party or any agents of any Party, that are not contained in this Agreement shall not be valid or binding.
Entire and Integrated Agreement. This Agreement, and any written amendments executed subsequent to the Effective Date, constitute the entire agreement of the parties concerning the subject matter thereof. All prior proposals, representations, negotiations, or other writing or statements concerning the subject matter of this Agreement are deemed to have been integrated herein.
