ENTIRETY AND VALIDITY Clause Samples

The 'Entirety and Validity' clause establishes that the written contract represents the complete and final agreement between the parties, superseding all prior negotiations, discussions, or understandings. In practice, this means that only the terms contained within the signed document are legally binding, and any previous oral or written agreements not included in the contract are not enforceable. This clause ensures clarity and prevents disputes by confirming that no external statements or promises can alter the agreed terms, thereby protecting both parties from misunderstandings or claims based on prior communications.
ENTIRETY AND VALIDITY. 3.01 Each Agreement between the Company and the Buyer consists of the Company’s “confirmation of stem” (the “Confirmation”) and the Standard Terms which constitute the entire Agreement between the Parties. In the event of any conflict between the Standard Terms and the Confirmation, the terms of the Confirmation shall prevail, except as provided for in Clause 15. Under no circumstances will the Buyer’s terms and conditions be considered part of the Agreement. 3.02 No change, addition or amendment to the Agreement shall be of any force or effect unless and until expressly confirmed in writing by the Company. If any provision of the Agreement shall to any extent be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect.
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ENTIRETY AND VALIDITY. The Agreement constitutes the entire agreement between the Parties with respect to the matters set forth herein (including, but not limited to, the repayment of Shell Ventures Convertible Bond Principal and Interest and the arrangements regarding the conversion of the Convertible Loan), and supersedes any prior agreements, letters of intent, memorandums of understanding, representations or other obligations (whether written or oral, including all forms of communication) among the Parties with respect to such matters. In the event of any conflict between any provisions of the Agreement and the Convertible Loan Investment Agreement with respect to Shell Ventures and/or Shell Ventures Convertible Loan, the Agreement shall prevail. If any provision of the Agreement is held to be invalid or unenforceable under the laws of China applicable to such provision, then such provision shall be deemed to be severed and shall not affect the validity of the remaining provisions of the Agreement. The Parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original intent of the severed provision.
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ENTIRETY AND VALIDITY. These Terms and Conditions together with the Confirmation constitute the entire Agreement. No derogation, addition or amendment to the Agreement shall be of any force or effect unless and until expressly confirmed in writing by the Seller. If any provision of the Agreement shall to any extent be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby.
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ENTIRETY AND VALIDITY. 4.01 These Terms and Conditions together with the Confirmation constitute the entire Agreement. No derogation, addition or amendment to the Agreement shall be of any force or effect unless and until expressly confirmed in writing by the Seller. If any provision of the Agreement shall to any extent be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby 4.02 If the supply of the order is effected through another trader who is not the physical supplier, then the Terms and Conditions of the physical supplier will be deemed to apply in the supply of the products, irrespective of the wording of the Standard Terms and Conditions of the intermediary trader. In that respect, no payment will be made by the Seller in the relevant Invoice date unless confirmation that the Physical Supplier is paid is provided. In that case, if the physical supplier is not paid by the time the Invoice of the intermediate trader is due, the Seller has the right to elect to pay the invoice of the physical supplier directly and then to settle the trader’s commissions under separate payment directly to the latter. 4.03 In cases where the supply of the order is effected through another trader (whether such trader is also a physical supplier or not) and before the Seller pays the Invoice of such trader it becomes transparent that the said trader is bankrupt or under the status of liquidation or receivership or other similar status, then a) the Seller may elect to pay directly the physical supplier bypassing the said trader, in instances where the said trader is not also the physical supplier and b) the Seller is absolved from his contractual liability to pay to the trader the relevant Invoice for the supply, or to the trade’s liquidator, trustee in bankruptcy or other responsible entity which is entrusted or entitled to collect or receive all the “receivables” by the trader. This is a term that binds all these entities and the trader hereby warrants that will draw this term to the attention to all such relevant entities or persons. This provision is considered fair and reasonable and is based on the understanding that the Seller enters into a contract of supply with a trader in good faith believing that the trader is in good financial shape, otherwise the Seller would not have entered into any contract of supply with him.
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ENTIRETY AND VALIDITY. This Terms and Conditions together with the Sales Confirmation constitute the entirety of Agreement and supersede all previous oral or written negotiations, representations, statements, warranties, conditions and agreements concerning the subject matter. No derogation, addition or amendment to the Agreement shall be of any force or effect unless and until expressly confirmed in writing by the Seller. If any provision of the Agreement shall be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby.
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Related to ENTIRETY AND VALIDITY

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

  • Authority and Validity 14 4.3. No Breach or Violation............................................14 4.4. Assets............................................................14 4.5.

  • Governing Law; Validity The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

  • Validity and Binding Effect of Agreements This Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • Authorization; Validity and Effect of Agreement The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.