Integration and Conflict Sample Clauses
The Integration and Conflict clause establishes that the written contract represents the complete and final agreement between the parties, superseding all prior negotiations, discussions, or agreements. In practice, this means that any previous understandings or side agreements not included in the contract are not legally binding, and if there is a conflict between the contract and other documents, the contract prevails. This clause ensures clarity and certainty by preventing disputes over external or prior statements, thereby reducing the risk of misunderstandings about the parties' obligations.
Integration and Conflict. This Agreement, together with the Ancillary Agreements (together with all exhibits and schedules thereto), constitutes the entire agreement of the Parties hereto regarding the subject matter hereof and, except as otherwise specified herein, supersedes all prior agreements of the Parties with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and any of the Ancillary Agreements or Related Agreements, the provisions of this Agreement shall control as between the Parties with respect to the subject matter hereof, including with respect to subject matter as to which any other such agreement is silent; provided, however, that: (i) as between Novartis and Genentech only, to the extent that this Agreement is silent as to a matter expressly dealt with in the JCA, the terms of the JCA shall prevail; and (ii) as between Novartis and Tanox only, to the extent that this Agreement is silent as to a matter expressly dealt with in the Ancillary D&L Agreement, the terms of the Ancillary D&L Agreement shall prevail.
Integration and Conflict. (a) It is the mutual desire and intent of the Parties to provide certainty as to their future rights and remedies against each other by defining the extent of their mutual undertakings provided herein. This Agreement and the related Supply Agreement and Option Agreement:
(i) constitute the entire agreement and understanding between the Parties with respect to the subject matter contained herein, and there are no promises, representations, conditions, provisions or terms related thereto other than as set forth in this Agreement and the related Supply Agreement and Option Agreement; and
(ii) supersede all previous understandings and agreements, and representations between the Parties, whether written or oral, relating to the subject matter.
(b) The Parties may from time to time during the term of this Agreement modify any of its provisions by mutual agreement in writing.
(c) The Parties agree that each has had the opportunity to be represented by counsel of it choosing including the negotiations that preceded this Agreement.
(d) In the event of any conflict between the provisions of this Agreement and the Supply Agreement, unless expressly stated in this Agreement, the provisions of this Agreement shall prevail.
Integration and Conflict. If there is an Agreement in place, then the Agreement shall govern the sale of Products and Services by Seller to Buyer; otherwise, these Terms and Conditions and any applicable Order, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and the Products and/or Services, supersedes and replaces all prior or contemporaneous agreements whether written or verbal with respect thereto, and may only be amended or modified by a writing signed by the duly authorized representatives of both parties. All consents and authorizations required in connection with the Order will only be effective if in writing. In the event of any conflicts between these Terms and Conditions and the Schedule 1 attached hereto, the terms of the Schedule 1 shall prevail. In the event of any conflicts between these Terms and Conditions and an Order, the terms of the Order shall prevail, other than as set forth in Section 2 hereof.
Integration and Conflict. This Agreement, including Schedule A hereto, together with the TCA (together with all exhibits and schedules thereto), constitutes the entire agreement of the Parties hereto regarding the subject matter hereof and, except as otherwise specified herein, supersedes all prior agreements of the Parties with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the TCA, the provisions of the TCA shall control as between the Parties; provided, however, that as between the Parties to the extent that the Tripartite Cooperation Agreement is silent as to a matter expressly dealt with in this Agreement, the terms of this Agreement shall prevail.
Integration and Conflict. (a) It is the mutual desire and intent of the parties to provide certainty as to their future rights and remedies against each other by defining the extent of their mutual undertakings provided herein. This Agreement and the related Supply Agreement, Escrow Agreement, the Voting Agreement and Purchase Agreement:
(i) constitute the entire agreement and understanding between the parties with respect to the subject matter contained herein, and there are no promises, representations, conditions, provisions or terms related thereto other than as set forth in this Agreement and the related Supply Agreement, Escrow Agreement, Voting Agreement and Purchase Agreement; and
(ii) supersede all previous understandings and agreements, and representations between the parties, whether written or oral, relating to the subject matter.
(b) The parties may from time to time during the term of this Agreement modify any of its provisions by mutual agreement in writing.
(c) The parties agree that each has had the opportunity to be represented by counsel of it choosing including the negotiations that preceded this Agreement.
(d) In the event of any conflict between the provisions of this Agreement and the Supply Agreement, unless expressly stated in this Agreement, the provisions of this Agreement shall prevail.
Integration and Conflict. (a) It is the mutual desire and intent of the parties to provide certainty as to their future rights and remedies against each other by defining the extent of their mutual undertakings provided herein. This Agreement and the related Supply Agreement, Escrow Agreement, the Voting Agreement and Purchase Agreement:
(i) constitute the entire agreement and understanding between the parties with respect to the subject matter contained herein, and there are no promises, representations, conditions, provisions or terms related thereto other than as set forth in this Agreement and the related Supply Agreement, Escrow Agreement, Voting Agreement and Purchase Agreement; and
(ii) supersede all previous understandings and agreements, and representations between the parties, whether written or oral, relating to the subject matter.
(b) The parties may from time to time during the term of this Agreement modify any of its provisions by mutual agreement in writing.
(c) The parties agree that each has had the opportunity to be represented by counsel of it choosing including the negotiations that preceded this Agreement.
(d) In the event of any conflict between the provisions of this Agreement and the Supply Agreement, unless expressly stated in this Agreement, the provisions of this Agreement shall prevail. **Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission.
Integration and Conflict. The Agreement and any applicable Order, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and the Products and/or Services set forth on Exhibit B, supersedes and replaces all prior or contemporaneous agreements whether written or verbal with respect thereto, and may only be amended or modified by a writing signed by the duly authorized representatives of both parties. All consents and authorizations required in connection with the Order will only be effective if in writing. In the event of any conflicts between this Agreement and the Exhibits and Schedule attached hereto, the terms of the Exhibits and Schedule shall prevail. In the event of any conflicts between this Agreement and an Order, the terms of this Agreement shall prevail, other than as set forth in Section 2 hereof.