Reliance; Integration Clause Samples
The Reliance; Integration clause establishes that the written contract represents the complete and exclusive agreement between the parties, superseding all prior discussions, negotiations, or understandings. In practice, this means that only the terms contained within the signed agreement are enforceable, and neither party can later claim reliance on statements or promises made outside the contract. This clause ensures clarity and certainty by preventing disputes over alleged side agreements or informal assurances, thereby reducing the risk of misunderstandings and litigation.
Reliance; Integration. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director and/or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director and/or officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
Reliance; Integration. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director and/or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director and/or officer of the Company.
Reliance; Integration a. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or to continue to serve, as the case may be, as a director and/or an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director and/or an officer of the Company.
b. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
Reliance; Integration. (a) CCO expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as an officer of CCO, and CCO acknowledges that Indemnitee is relying upon this Agreement in serving as an officer of CCO.
(b) Subject to Section 11(a), this Agreement constitutes the entire agreement between CCO and Indemnitee with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between CCO and Indemnitee with respect to the subject matter hereof; provided, however, that (i) nothing herein is intended or shall be construed to limit any rights that the Indemnitee may have under any other agreement or instrument (including, without limitation, any charter, by-law or other governing document of, or any agreement with, any Outdoor Entity or any Clear Channel Entity) and (ii) in the event of any inconsistency between the provisions of Sections 11(d), 11(e) and 11(f), on the one hand, and the provisions of any other agreement or instrument (including, without limitation, any charter, bylaw or other governing document of, or any agreement with, any Outdoor Entity or any Clear Channel Entity), on the other hand, the provisions of Sections 11(d), 11(e) and 11(f) shall control and supersede such inconsistent provisions of other such other agreements or instruments.
Reliance; Integration. (a) CCO expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as a director of CCO, and CCO acknowledges that Indemnitee is relying upon this Agreement in serving as a director of CCO.
(b) This Agreement constitutes the entire agreement between CCO and Indemnitee with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between CCO and Indemnitee with respect to the subject matter hereof; provided, however, that nothing herein is intended or shall be construed to limit any rights that Indemnitee may have under any other agreement or instrument (including, without limitation, any charter, bylaw or other governing document of, or any agreement with, any Outdoor Entity).
Reliance; Integration. (a) IHM expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director of IHM, and IHM acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director of IHM.
(b) This Agreement constitutes the entire agreement between IHM and Indemnitee with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between IHM and Indemnitee with respect to the subject matter hereof; provided, however, that nothing herein is intended or shall be construed to limit any rights that Indemnitee may have under any other agreement or instrument (including, without limitation, any charter, bylaw or other governing document of, or any indemnification agreements with, any iHeart Entity).
Reliance; Integration. The Indemnitors expressly confirm and agree that they have entered into this Agreement and assumed the obligations imposed on them hereby in order to induce Indemnitee to serve as a director, officer, manager or member of the board of managers of any of the Nexeo Companies, and the Indemnitors acknowledge that Indemnitee is relying upon this Agreement in serving as a director, officer, manager or member of the board of managers of any of the Nexeo Companies.
Reliance; Integration. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director and/or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director and/or officer of the Company.
(b) This Agreement sets forth the entire agreement of the parties in respect of the subject matter contained herein and supersedes all prior agreements, whether oral or written, between the parties in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt, except as specifically set forth in Section 10(d), the parties confirm that the foregoing does not apply to or limit Indemnitee’s rights under Delaware law or the Company’s Certificate of Incorporation or By-Laws.
Reliance; Integration. (a) The Party City Companies expressly confirm and agree that they have entered into this Agreement and assumed the obligations imposed on each of them hereby in order to induce Indemnitee to serve as a director and/or officer of one or more of the Party City Companies, and the Party City Companies acknowledge that Indemnitee is relying upon this Agreement in serving as a director and/or officer of one or more of the Party City Companies.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and By-laws of the Company, the Stockholders Agreement and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Reliance; Integration a. The Clear Channel Companies expressly confirm and agree that they have entered into this Agreement and assumed the obligations imposed on each of them hereby in order to induce Indemnitee to serve the Clear Channel Companies as a director and/or officer, or in other non-director capacities, including without limitation as an advisor or consultant, and the Clear Channel Companies acknowledge that Indemnitee is relying upon this Agreement in serving the Clear Channel Companies as a director and/or officer, or in other non-director capacities, including without limitation as an advisor or consultant.
b. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.