Common use of Prior Negotiations; Entire Agreement Clause in Contracts

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

Appears in 30 contracts

Samples: Warrant Purchase Agreement, Stock Purchase Agreement (Related Real Estate Fund II, L.P.), Stock Purchase Agreement (Related Real Estate Fund II, L.P.)

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Prior Negotiations; Entire Agreement. This Agreement and the Transaction Agreement (including the exhibits hereto and the documents and instruments referred to in this AgreementAgreement or the Transaction Agreement or entered into in connection therewith) constitutes constitute the entire agreement of the parties Parties and supersedes supersede all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties with respect to the subject matter of this Agreement.

Appears in 21 contracts

Samples: Registration Rights Agreement (Service Properties Trust), Transaction Agreement (Service Properties Trust), Registration Rights and Lock Up Agreement

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 20 contracts

Samples: Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Trinity Place Holdings Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties hereto with respect to the subject matter of this Agreement.

Appears in 18 contracts

Samples: Standstill Agreement (Howard Hughes Corp), Standstill Agreement (Pershing Square Capital Management, L.P.), Standstill Agreement (General Growth Properties, Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto to and the documents and instruments referred to in this Agreement) Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 14 contracts

Samples: Equity Purchase and Commitment Agreement, Equity Purchase and Commitment Agreement, Equity Purchase and Commitment Agreement

Prior Negotiations; Entire Agreement. This Agreement and the Transaction Documents (including the exhibits hereto and the documents and instruments referred to in this AgreementAgreement and in any Transaction Document) constitutes constitute the entire agreement of the parties Parties and supersedes supersede all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties with respect to the subject matter of this Agreement.

Appears in 12 contracts

Samples: Transaction Agreement (RMR Group Inc.), Transaction Agreement (RMR Group Inc.), Transaction Agreement (RMR Group Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

Appears in 10 contracts

Samples: Shareholder Agreement (Pershing Square Capital Management, L.P.), Cornerstone Investment Agreement (Howard Hughes Corp), Stock Purchase Agreement (Howard Hughes Corp)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto agreements attached as Schedules and Exhibits to and the documents and instruments referred to in this Agreement, including the Definitive Documents) constitutes constitute the entire agreement of the parties Parties and supersedes supersede all prior agreements, arrangements or understandings, whether written or oral, between among the parties Parties with respect to the subject matter of this Agreement.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Armata Pharmaceuticals, Inc.), Securities Purchase Agreement (Armata Pharmaceuticals, Inc.), Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that the Confidentiality Agreement shall continue in full force and effect in accordance with their terms and shall terminate no earlier than this Agreement.

Appears in 7 contracts

Samples: Investment Agreement, Cornerstone Investment Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (Pershing Square Capital Management, L.P.)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties with respect to the subject matter of this Agreement.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Sunedison, Inc.), Share Purchase Agreement (Government Properties Income Trust), Share Purchase Agreement (Select Income REIT)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this AgreementAgreement or entered into in connection therewith) constitutes constitute the entire agreement of the parties Parties and supersedes supersede all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties with respect to the subject matter of this Agreement.

Appears in 6 contracts

Samples: Consent and Amendment Agreement (ABP Acquisition LLC), Consent and Amendment Agreement (Diversified Healthcare Trust), Consent, Standstill, Registration Rights and Lock Up Agreement (Five Star Quality Care, Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 4 contracts

Samples: Put/Call Agreement (Congoleum Corp), Put/Call Agreement (American Biltrite Inc), Equity Commitment Agreement (Usg Corp)

Prior Negotiations; Entire Agreement. This Agreement Agreement, including the exhibits and schedules hereto (including the exhibits hereto and the documents and instruments referred to in this Agreement) Term Sheet), constitutes the entire agreement of the parties Parties, and supersedes all other prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to negotiations regarding the subject matter of this Agreementmatters hereof and thereof.

Appears in 3 contracts

Samples: Plan Sponsor Agreement (Aerocentury Corp), Plan Sponsor Agreement (Aerocentury Corp), Plan Sponsor Agreement (Aerocentury Corp)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties hereto with respect to the subject matter of this Agreement.

Appears in 3 contracts

Samples: Investor Agreement, Investor Agreement (Nortek Inc), Investor Agreement (Ares Corporate Opportunities Fund II, L.P.)

Prior Negotiations; Entire Agreement. This Agreement (Agreement, including the exhibits hereto and the documents and instruments referred to in this Agreement) schedules hereto, constitutes the entire agreement of the parties Restructuring Support Parties, and supersedes all other prior agreementsnegotiations, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, whether written or oral.

Appears in 3 contracts

Samples: Restructuring Support Agreement (AAC Holdings, Inc.), Restructuring Support Agreement, Restructuring Support Agreement

Prior Negotiations; Entire Agreement. This Agreement Agreement, including the exhibits and schedules hereto (including the exhibits hereto and the documents and instruments referred to in this Agreement) Term Sheet), constitutes the entire agreement of the parties Parties, and supersedes all other prior agreementsnegotiations, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreementhereof and thereof.

Appears in 2 contracts

Samples: Restructuring Support Agreement (PACIFIC GAS & ELECTRIC Co), Restructuring Support Agreement

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the sole and entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreementcontained herein and therein, and supersede all other prior representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

Appears in 2 contracts

Samples: Stock Purchase Agreement (LEGALZOOM.COM, Inc.), Stock Purchase Agreement (EVERTEC, Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto and schedules to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between among the parties Parties with respect to the subject matter of this Agreement.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Firstenergy Corp), Common Stock Purchase Agreement (Firstenergy Corp)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements, heretofore executed among the parties will continue in full force and effect.

Appears in 2 contracts

Samples: Equity Purchase and Commitment Agreement (Delphi Corp), Equity Purchase and Commitment Agreement (Appaloosa Management Lp)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and Agreement, together with the documents and instruments attached as schedules, annexes or exhibits to and referred to in this Agreement) , constitutes the entire agreement of the parties with respect to the Rights Offering and supersedes all prior agreementsagreements (including the Prior Agreement), arrangements or understandings, whether written or oral, between the parties or any of their respective Affiliates with respect to the subject matter of this Agreementtransactions contemplated hereby.

Appears in 2 contracts

Samples: Investment Agreement (Exco Resources Inc), Investment Agreement (Exco Resources Inc)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits Schedules and Exhibits attached hereto and the documents and instruments referred to in this AgreementAncillary Agreements) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 2 contracts

Samples: Commitment Agreement (Cooper-Standard Holdings Inc.), Commitment Agreement

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 2 contracts

Samples: Equity Commitment Agreement (Northwest Airlines Corp), Convertible Notes Commitment Agreement (Accuride Corp)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto and schedules to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, among the Parties (including, with respect to any Investor, any prior agreement between the parties Company and any of such Investor’s Affiliates) with respect to the subject matter of this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Firstenergy Corp)

Prior Negotiations; Entire Agreement. (a) This Agreement (including the exhibits hereto exhibits, the schedules, and the other documents and instruments referred to herein and in this the Transaction Support Agreement) constitutes the entire agreement of the parties Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between among the parties Parties with respect to the subject matter of this Agreement, except that the Parties hereto acknowledge that any confidentiality agreements heretofore executed between or among the Parties and the Transaction Support Agreement will each continue in full force and effect.

Appears in 1 contract

Samples: Backstop Commitment Agreement (WeWork Inc.)

Prior Negotiations; Entire Agreement. This Agreement (Agreement, including the exhibits hereto and the documents and instruments referred to in this Agreement) all Exhibits, constitutes the entire agreement and understanding of the parties Parties and supersedes all other prior negotiations, agreements, arrangements or understandings, whether written or oral, between the parties in each case with respect to the subject matter of this Agreementhereof.

Appears in 1 contract

Samples: Settlement Agreement (Sanchez Midstream Partners LP)

Prior Negotiations; Entire Agreement. This Except as otherwise provided for in Section 6.13, this Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreementhereto) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Qatar Airways Investments (UK) Ltd.)

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Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreementmade a part hereof) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties with respect to the subject matter of this Agreementhereof and supersedes all prior agreements and understandings, written and oral, between the Parties with respect to the transactions contemplated hereby.

Appears in 1 contract

Samples: Restructuring Support Agreement

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreementhereof.

Appears in 1 contract

Samples: Redemption Agreement (Willis Lease Finance Corp)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreementtransactions contemplated hereby.

Appears in 1 contract

Samples: Investment Agreement (NTN Buzztime Inc)

Prior Negotiations; Entire Agreement. This Agreement (including and any certificates, documents, instruments and writings delivered pursuant to it represent the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire complete agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect hereto as to all matters covered hereby, and supersede any prior agreements or understandings between the subject matter of this Agreementparties.

Appears in 1 contract

Samples: Equity Commitment Agreement (Syms Corp)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and Transaction Agreement, the other documents and instruments referred to in this AgreementAgreement and the agreements attached as exhibits thereto) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 1 contract

Samples: Standby Purchase Agreement (Golden Queen Mining Co LTD)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto agreements attached as Exhibits to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between among the parties Parties with respect to the subject matter of this Agreement, except that the Parties hereto acknowledge that any confidentiality agreements heretofore executed among the Parties will continue in full force and effect.

Appears in 1 contract

Samples: Equity Commitment Agreement

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto to and the documents and instruments referred to in this Agreement, including the Existing Confidentiality Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trinity Place Holdings Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement, which are incorporated herein by reference and made part of this Agreement as if fully set forth herein) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, arrangements or understandings, whether written or oral, between among the parties hereto with respect to the subject matter of this Agreement. .

Appears in 1 contract

Samples: Equity Commitment Agreement

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties negotiations with respect to the subject matter of this Agreementhereof.

Appears in 1 contract

Samples: Bridge and Purchase Agreement (Global Aero Logistics Inc.)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments attached as exhibits to and referred to in this Agreement) , constitutes the entire agreement of the parties with respect to the Rights Offering and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreementtransactions contemplated hereby.

Appears in 1 contract

Samples: Backstop Purchase Agreement (AeroClean Technologies, Inc.)

Prior Negotiations; Entire Agreement. (a) This Agreement (including the exhibits hereto agreements attached as Exhibits to and the documents and instruments referred to in this Agreement) constitutes constitute the entire agreement of the parties Parties and supersedes supersede all prior agreements, arrangements or understandings, whether written or oral, between among the parties Parties with respect to the subject matter of this Agreement, except that the Parties hereto acknowledge that any confidentiality agreements heretofore executed among the Parties will each continue in full force and effect.

Appears in 1 contract

Samples: Backstop Commitment Agreement (Weatherford International PLC)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto to and the documents and instruments referred to in this Agreement) Agreement constitutes the entire agreement of the parties and supersedes all prior agreementsagreements (including the Original Agreement), arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

Appears in 1 contract

Samples: Equity Purchase and Commitment Agreement (Hli Operating Co Inc)

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits hereto and schedules to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, arrangements or understandings, whether written or oral, between among the parties hereto with respect to the subject matter of this Agreement.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Edison International)

Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and Agreement, together with the documents and instruments attached as schedules, annexes or exhibits to and referred to in this Agreement) , constitutes the entire agreement of the parties Parties with respect to the Offering and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties or any of their respective affiliates with respect to the subject matter of this Agreementtransactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Exco Resources Inc)

Prior Negotiations; Entire Agreement. This Agreement (including Agreement, including, without limitation, the agreements and documents attached as exhibits hereto to and the documents and instruments referred to in this Agreement) , constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties shall continue in full force and effect.

Appears in 1 contract

Samples: Investment and Standby Purchase Agreement

Prior Negotiations; Entire Agreement. This Agreement (including together with the exhibits hereto Indentures and the documents and instruments referred to in this AgreementNotes) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties Parties with respect to the subject matter of this Agreementhereof, and supersedes all other prior negotiations, understandings or agreements with respect to the subject matter hereof.

Appears in 1 contract

Samples: Forbearance Agreement (TerraVia Holdings, Inc.)

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