Common use of Integration; Amendments Clause in Contracts

Integration; Amendments. Except as expressly stated herein, this Agreement embodies the entire understandings among the parties with respect to such matters. No promises, covenants or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement. All prior tax sharing agreements among any of the parties or their respective Affiliates are hereby terminated. This Agreement shall not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any provisions of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound. If, and to the extent, the provisions of this Agreement conflict with the Distribution Agreement or any Ancillary Agreement, the provisions of this Agreement shall control.

Appears in 4 contracts

Samples: Tax Disaffiliation Agreement, Tax Disaffiliation Agreement (Zep Inc.), Tax Disaffiliation Agreement (Acuity Brands Inc)

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Integration; Amendments. Except as expressly explicitly stated herein, this Agreement embodies the entire understanding between the parties relating to its subject matter and supersedes and terminates all prior agreements and understandings among the parties with respect to such matters. No promises, covenants or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement. All prior tax sharing agreements among any of the parties or their respective Affiliates are hereby terminated. This Agreement shall not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any provisions of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound. If, and to the extent, the provisions of this Agreement conflict with any of the Distribution Agreement or any Ancillary Agreementother Transaction Documents, the provisions of this Agreement shall control. Notwithstanding anything to the contrary in any other Transaction Document, responsibility for and indemnification for Taxes shall be governed exclusively by the terms, provisions and procedures of this Agreement.

Appears in 2 contracts

Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)

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