MERGER CLAUSE definition

MERGER CLAUSE. The Client understands and agrees that this Contract constitutes the entire understanding of the parties with regard to this matter, and no statements, oral or otherwise, shall be enforceable unless made in writing and signed by all parties to this Contract.
Sample 1

Examples of MERGER CLAUSE in a sentence

  • SECTION 7 – MERGER CLAUSE This written agreement which includes the Request for Proposals and associated exhibits, to include Exhibit A Scope of Work, Exhibit B Schedule, Exhibit C Billing Rates, Exhibit D Cost Estimate and Appendix A constitute the entire agreement of the parties.

  • MERGER CLAUSE: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES.

  • MERGER CLAUSE: the seller’s salespeople may have made oral statements about the merchandise described in this contract.

  • MERGER CLAUSE: If Accupoint or its agents or employees have made any oral statements about the rented equipment, such statements shall not constitute warranties, are not part of the rental contract, shall not be relied upon by Customer, and shall not provide a basis for any misrepresentation claim against Accupoint.

  • It may also indicate where maintenance is carried out too frequently, and can be used as a challenge of existing maintenance plans to optimise the interventions if equipment reliability and downtime consequences support a different (less onerous) maintenance effort.By itself, MTBM does not give indication of downtime incurred, only the frequency in which downtime will be required for equipment maintenance.

  • MERGER CLAUSE, CHOICE OF LAW, VENUE: This written document, the Exhibit A “Auction Information, Terms and Conditions”, and any signed, written addenda hereto constitute the entire agreement by and between the parties, and no oral representations or inducements are or shall be binding to either party.

  • If Customer wishes to have any entity that directly or indirectly controls, is controlled by or is in common control with Customer to access the Portal and use the Service, Customer’s Affiliate must execute a separate agreement with Badger Meter.

  • MERGER CLAUSE THIS RESERVE CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES.

  • MERGER CLAUSE: PREVIOUS AGREEMENTS SUPERSEDED This Special Project Service Agreement shall constitute the final and complete agreement and understanding between the parties.

  • MERGER CLAUSE This Agreement and attached exhibits constitute the entire agreement between the parties on the subject matter hereof.

Related to MERGER CLAUSE

  • Base Merger Consideration means $1,200,000,000.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • TBCA means the Texas Business Corporation Act.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Promotion of Access to Information Act ’ means the Promotion of Access to Information Act, 2000 (Act No. 2 of 2000);

  • Merger Agreement has the meaning set forth in the Recitals.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;

  • Parent Recommendation has the meaning set forth in Section 5.2(b).

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Company Certificate means a certificate of the Company signed by an Officer.

  • Company Bylaws means the bylaws of the Company, as amended.