Integrated Contract; Exhibits and Schedules. This Agreement, including the Schedules and Exhibits hereto, any certificates delivered pursuant hereto, any written amendments to the foregoing satisfying the requirements of Section 11.12, the HIFR-Oncor Confidentiality Agreement, the Other Confidentiality Agreements and the Ancillary Agreements, including the schedules, exhibits and annexes thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and cancel, merge and supersede all prior and contemporaneous oral or written agreements, representations and warranties, arrangements and understandings relating to the subject matter hereof. The parties expressly represent that in entering into this Agreement: (a) they are not relying upon any statements, understandings, representations, expectations, or agreements other than those expressly set forth in this Agreement and the Ancillary Agreements; (b) they have been represented and advised by counsel in connection with this Agreement, which they have entered into voluntarily and of their own choice, and not under coercion or duress; (c) they are relying upon their own knowledge and the advice of counsel; and (d) they knowingly waive any right to rescind or avoid this Agreement based upon presently existing facts, known or unknown. All Exhibits and Schedules hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. In the event of any conflict between the provisions of this Agreement (including the Disclosure Schedules and Exhibits hereto), on the one hand, and the provisions of the HIFR-Oncor Confidentiality Agreement, the Other Confidentiality Agreements or the Ancillary Agreements (including the schedules and exhibits thereto), on the other hand, the provisions of this Agreement shall control. Subject in all respects to the termination of the SU/SDTS Leases pursuant to the terms of the Omnibus Termination Agreement, nothing in this Section 11.06 is deemed to modify or amend any of SU’s or SDTS’s, as applicable, rights or obligations under the SU/SDTS Leases.
Integrated Contract; Exhibits and Schedules. This Agreement, including the Disclosure Schedule and Exhibits hereto, and the Ancillary Agreements, including the schedules and exhibits thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the parties with respect to such matters. There are no restrictions, promises, representations, warranties, agreements or undertakings of any party hereto with respect to the Transactions other than those set forth herein or in an Ancillary Agreement or in any other document required to be executed and delivered hereunder or thereunder. In the event of any conflict between the provisions of this Agreement (including the Disclosure Schedule and Exhibits hereto), on the one hand, and the provisions of the Ancillary Agreements (including the schedules and exhibits thereto), on the other hand, the provisions of this Agreement shall control.
Integrated Contract; Exhibits and Schedules. (a) This Agreement, including the Schedules and Exhibits hereto, any written amendments to the foregoing satisfying the requirements of Section 11.12 hereof and the Ancillary Agreements, including the schedules and exhibits thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the parties with respect to such matters. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Notwithstanding anything herein to the contrary, any disclosures in the Schedules shall be deemed adequate to disclose an exception to the representations and warranties made in this Agreement.
Integrated Contract; Exhibits and Schedules. This Agreement, including the Seller Disclosure Schedule (and the Introduction thereto) and Exhibits hereto, any written amendments to the foregoing satisfying the requirements of Section 12.13 hereof, the Confidentiality Agreement and the Ancillary Agreements, including the schedules, exhibits and annexes thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the parties with respect to such matters. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. There are no restrictions, promises, representations, warranties, agreements or undertakings of any party hereto with respect to the transactions contemplated by this Agreement, the Confidentiality Agreement or the Ancillary Agreements other than those set forth herein or therein or in any other document required to be executed and delivered hereunder or thereunder. In the event of any conflict between the provisions of this Agreement (including the Seller Disclosure Schedule (and the Introduction thereto) and Exhibits hereto), on the one hand, and the provisions of the Confidentiality Agreement, the China Agreements or the other Ancillary Agreements (including the schedules and exhibits thereto), on the other hand, the provisions of this Agreement shall control. For the avoidance of doubt, the China Agreements have been entered into solely for the purpose of addressing the various PRC filing, registration, foreign exchange and other requirements necessary to perform this Agreement as contemplated hereby and as required by Applicable Law. Notwithstanding anything herein or therein to the contrary, all terms and conditions of this Agreement (including in respect of governing law and dispute resolution) shall govern and control all transactions and other matters described in and contemplated by the China Agreements and shall supersede in every respect the provisions set forth in the China Agreements, except to the extent any such provisions supplement and are not inconsistent with the terms and conditions of this Agreement.
Integrated Contract; Exhibits and Schedules. (a) This Agreement, including the Schedules and Exhibits hereto, any written amendments to the foregoing satisfying the requirements of Section 12.15 hereof and the Ancillary Agreements, including the schedules and exhibits thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the parties with respect to such matters. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Notwithstanding anything herein to the contrary, any disclosures in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made in this Agreement to the extent that such representation or warranty is specifically identified in such Schedule.
(b) The Sellers, the Buyer’s Manager and the Buyer, on behalf of itself and PIM, agree that this Agreement supersedes and replaces the Asset Purchase Agreement dated as of August 17, 2005 (the “Prior Agreement”), between the Sellers and PIM Bradenton, which Prior Agreement has been terminated and is of no force or effect.
