XXXIRE AGREEMENT. This Agreement, its Exhixxxx, xxx Xxxxlosure Schedules, and all documents delivered under this Agreement, constitute the entire agreement, and supersede all of the prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter of this Agreement.
XXXIRE AGREEMENT. This Agreement and the Merger Agreement supersede all prior discussions and agreements between Clayton and United wxxx xxxpect to the Merger and the other matters contained herein and therein, and this Agreement and the Merger Agreement contain the sole and entire agreement between Clayton and United wxxx xxxpect to the transactions contemplated herein and therein.
XXXIRE AGREEMENT. This Agreement supersxxxx xxx xxx xll other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. SIGNATURES APPEAR ON FOLLOWING PAGES Dated: October 7, 2005 COMMUNITY BANK (Escrow Agent) By: ------------------------------------- UNITED HERITAGE CORPORATION (Issuer) By: ------------------------------------- LOTHIAN OIL INC. (Purchaser) By: ------------------------------------- ALMAC Almac Financial Corporation
XXXIRE AGREEMENT. This Agreement and the Operating Agreement incorporated by reference to the Agreement set forth the entire understanding of the parties and supersedes all prior or contemporaneous agreements or negotiations (whether in writing or oral) and may be modified only by instruments signed by both of the parties hereto. Oral modifications are absolutely prohibited.
XXXIRE AGREEMENT. This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes and voids all prior agreements between such Parties relating to such subject matter.
XXXIRE AGREEMENT. This Agreement, its Exxxxxxx, xxx Xeller Disclosure Schedule, and all documents delivered under this Agreement and the Ancillary Agreements constitute the entire agreement, and supersede the Existing Agreement, its Exhibits and its Seller Disclosure Schedule and all other prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter of this Agreement. The Parties hereby agree to terminate that certain letter dated December 10, 2002 and amended from time to time thereafter from Buyer to the Seller Parties effective as of the date hereof.
XXXIRE AGREEMENT. This Agreement, together xxxx xxx Xxxxe and the Control Account Agreement, embody the entire agreement and understanding between the parties pertaining to the subject matters hereof and thereof, and supersedes any prior agreements, understandings, negotiations, representations and discussions, whether oral or written, of the parties, pertaining to such subject matters. The parties acknowledge that they have all participated in the drafting of this Agreement, and that they all have been represented by legal counsel of their own choosing and the language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties.
XXXIRE AGREEMENT. This Agreement (xxxxxxxxx xxx Xxhibits and Schedules attached hereto) and other documents delivered at the Closing pursuant hereto, contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. The Exhibits and Schedules constitute a part hereof as though set forth in full above.
XXXIRE AGREEMENT. The parties acknowledge this Agreement contains the entire agreement among the parties and that it supersedes all prior understandings or agreements with respect to its subject matter. There are no implied covenants in this Agreement nor is there any liability of any kind arising from any alleged breach of any implied covenant or implied obligation. Any modification to this Agreement must be in writing and approved and executed by all parties thereto.
XXXIRE AGREEMENT. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof including, without limitation, the Letter of Intent.
