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transnational law transnational law (lex mercatoria or international business law) and "Merger clauses" 2016-03-01 13:58:16 https://www.trans-lex.org/img/logo_ball.png
Principle

No. IV.5.7 - Merger clauses


(a) Where a contract in writing includes a term stating that the document contains all contract terms (“merger clause”, "entire agreement clause"), any prior statements, undertakings or agreements which are not contained in the document do not form part of the contract.

(b) Unless the contract otherwise provides, a merger clause does not prevent the parties’ prior statements from being used to interpret the contract.

Commentary
1 Merger clauses are also called "integration clauses" or "entire agreement clauses". The typical text of such a clause is as follows:

"This writing is understood and intended to be the final expression of the parties’ agreement and is a complete and exclusive statement of the terms and conditions with respect thereto, superseding all prior agreements or representations, oral or written, and all other communication between the parties relating to the subject matter of this agreement."




2 The purpose of such a clause is to make sure that only the provisions contained in the written contract constitute the agreement between the parties. The merger clause is intended to provide for legal certainty during the performance of the contract because it prevents either party from going back after the contract is signed and claim that the written agreement is not complete.

3 However, statements or declarations made by the parties prior to the conclusion of their contract are not without significance even if a merger clause is contained in the contract. They may be used to interpret the contract in the light of these prior statements or declarations, which may result in the modification of the written text of the contract or in the assumption of an implied term.

Please cite as: "Commentary to Trans-Lex Principle , "
References
Miscellaneous
Contract Clauses
1. Contract as a Complete Agreement
Employment Contract
Entire Agreement
This Agreement, together with the Exhibits herein, sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the President of the Company and me. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
Governing Law; Consent to Personal Jurisdiction
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter contained herein and supersedes all prior discussions or representations between us including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the President of the Company and me. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
Background
The Second Agreement will expire by its terms on {Month} {Day}, {Year}, and the parties desire to enter into this Agreement, which supersedes in its entirety the Prior Employment Agreements.
2003
Entire Agreement
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
2005
Sales & Purchase Contract

This MOU {Memoramdum of Understanding} sets forth the entire understanding of the parties and supersedes any and all prior or contemporaneous agreements, discussions, communications and representations, whether written, oral or otherwise, of the parties with respect to the subject(s) of this MOU.
Entire Agreement
Both Parties acknowledge that they have read this Agreement and all documents hereto and understand them and agree to be bound by their terms. Each Party further agrees that this Agreement, together with its documents constitutes the complete and exclusive statement of the Agreement between the Parties as to subject matter hereof, and there are no Agreements, understandings, conditions, warranties or representations, oral or written, express or implied, that are not merged herein or superseded hereby (...)
Final Integration Clause
This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.07 - S. 65).
Purchase Order for Customized Goods
This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties.
Merger Clause
No waiver, forbearance or failure by any party of its right to enforce any provision of this Agreement shall constitute a waiver of such party�s right to enforce any other provision of this Agreement or such party's right to enforce such provision in the future - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.03 - S. 329).
Entire Agreement
This instrument constitutes the sole and entire agreement of the parties with respect to its subject matter and correctly sets forth the rights, duties and obligations of each as to the other with respect to the subject matter as of its date. Any prior agreements, promises, negotiations or representations concerning its subject matter not expressly set forth in this Agreement are of no force or effect.
1995
Miscellaneous
This Agreement supersedes all prior discussion and agreements between the parties hereto with respect to the subject matter hereof and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof.
1997
Complete Agreement
This Agreement supersedes all prior written and oral statements by the parties with respect to the subject matter hereof, including any prior representation, statement, condition or warranty. Any modification of this Agreement must be in writing and be signed by all of the parties.
1997
Single Agreement
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions (...)
1998
Entire Agreement; Severability
This Agreement together with the applicable Confirmations constitutes the entire understanding between Buyer and Seller with respect to the subject matter it covers and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Mortgage Loans (...)
1998
Entire Agreement
The terms contained in this contract constitute the entire contract of the parties, and there are no contracts, understandings, obligations, promises, assurances or conditions, precedent or otherwise, except those expressly set out herein.
2000
Other Provisions
(...) The New Agreement contains the entire agreement between the Parties with respect to the subject matter hereof; and all prior agreements, promises, representations, understandings, negotiations, and communications, whether oral or in writing, between the Parties with respect to the subject matter hereof (other than the Prior Agreements) are merged into and superseded by the New Agreement.
2003
Amendment; Complete Agreement
All amendments and supplements to this Agreement must be in writing and executed by Buyer and Seller. This Agreement contains the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement. This Agreement has been drafted through a joint effort of the parties and their counsel and, therefore, shall not be construed in favor of or against either of the parties.
2003
Entire Agreement; Counterparts
This Assignment embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof. This Assignment may be executed in one or more counterparts, all of which, taken together, will constitute one and the same instrument, and each of which will be deemed an original.
2003
Entire Agreement
This Agreement contains the entire agreement and understanding between the Merchant and the Company and supersedes all prior agreeements and understandings relating to the subject matter hereof unless otherwise specifically reaffirmed or restated herein.
2004
Entire Agreement
This Agreement contains all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements and understandings, both verbal and written. The parties intend that this Agreement constitute the complete and exclusive statement of its terms and that no extrinsic evidence may be introduced in any proceeding involving this Agreement.
2004
Modification and Waiver
This Agreement constitutes the entire agreement between parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understanding of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
2006
Prior Agreements
That certain X Sales Agreement dated {Month} {Day}, {Year} by and between the Parties hereto and that certain Y Development and Distribution Agreement dated {Month} {Day}, {Year} (collectively, the “Prior Agreements”) are hereby terminated in their entirety and replaced with this Agreement; provided, however, all rights and obligations that would survive according to the survival provisions or such agreements, shall so survive except and to the extent they conflict with the terms and conditions of this Agreement. That certain Z Sales Agreement dated {Month} {Day}, {Year} by and between X and Y (the “European Agreement”) shall survive as a Local Agreement hereunder in accordance with its terms.
2006
Entire Agreement, Modification, Waiver
This Agreement, including any annexes, schedules and exhibits hereto, contains the entire understanding of the Parties and relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the Parties and relating to the subject matter hereof (...)
2006
Entire Agreement
This Agreement constitutes the entire agreement of the Parties relative to the subject matter contained herein, and there are no oral or other representations or warranties connected with the subject matter hereof. This Agreement supersedes all prior agreements between the Parties relating to the subject matter contained herein.
2007
Entire Agreement
This Agreement (...) contains the final, exclusive, and entire agreement and understanding of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, among the Parties with respect to the subject matter hereof and thereof (...)
2009
Entire Agreement; Amendments and Waivers
This Agreement, including the Seller Disclosure Schedules and the other Transaction Documents, constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto. In the event of any conflict between the terms of this Agreement and any agreement or document entered into or delivered in accordance herewith, including any purchase order, terms and conditions of supply or any other document delivered in accordance herewith, the terms of this Agreement shall prevail.
2009
Entire Agreement
Except with respect to the Letter Agreement (excluding Annexes A and B, and, with respect to this Agreement, but not the Letter Agreement, Annex D), the License Agreement and, except as provided in Section X, the syndication agreements for Paid Search Services and Contextual Advertising Services between Y (and/or its Affiliates) and X (and/or its Affiliates), this Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. This Agreement supersedes Annexes A, B and D of the Letter Agreement with respect to the subject matter of this Agreement. This Agreement, the License Agreement and the Letter Agreement (excluding Annexes A and B and, with respect to this Agreement, but not the Letter Agreement, Annex D) constitute the entire agreement with respect to the subject matter hereof.
2009
Entire Agreement
This Agreement, any other Transaction Agreements (as defined in the Purchase Agreement) and any exhibits hereto or thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement or any other Transaction Agreements (as defined in the Purchase Agreement).
2009
Entire Agreement
This Agreement, together with the Certificate of Designations, constitutes the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement, together with the Certificate of Designations. Nothing in this Agreement, together with the Certificate of Designations, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of this Agreement, together with the Certificate of Designations.
2009

Unless otherwise expressly stated in writing between Party A and Party B, this Contract constitute the entire rights and obligations between Party A and Party B and shall supersede any prior expression of intent, understanding, discussion, representation, warranty, or promise (whether express or implied, oral or written) made by one Party or its agent to the other Party or its agent with respect to this transaction.
2010
Entire Agreement; Amendments and Waivers
This Agreement (including the schedules and exhibits hereto) constitutes the full and entire understanding and agreement between the parties hereto with respect to the subject matter hereof and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly cancelled.
2010
Entire Agreement
This Agreement, together with all Exhibits, represents the entire agreement among the Parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the Parties, oral or written.
2010
Entire Agreement
This Agreement sets forth the entire agreement between X and Y regarding the Sales/Buy-Back Agreement, and no statement, whether written or oral, made before or at the signing of this Agreement will vary or modify these written terms.
2010
Entire Agreement
(...) This Agreement, together with the Base Indenture, the X Supplement, the Y Fee Letter, the documents delivered pursuant to Section X and the other Related Documents, including the exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.
2010

This Agreement sets forth the entire understanding of the Parties and supersedes any prior agreement or understanding relating to the subject matter hereof. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
2011
Entire Agreement; Modification
The agreement of the parties, which consists of this Agreement, the Schedules and Exhibits hereto and the documents referred to herein, sets forth the entire agreement and understanding between the parties and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement, including the Confidentiality Agreement (...)
2011
Governing Law and Venue
(...) This Agreement shall supersede any previous agreements, written or oral, expressed or implied, between the parties relating to the subject matter hereof.
2011
Entire Agreement; Modification
This Agreement, including all exhibits, is the complete, final and exclusive understanding and agreement of the parties and cancels and supersedes any and all prior negotiations, correspondence and agreements, whether oral or written, between the parties respecting the subject matter of this Agreement.
2011
Entire Agreement
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written. This Agreement will not be amended or modified except by an instrument in writing of even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.
2011
Entire Agreement
This Agreement (including the schedules and exhibits hereto) and the documents referred to herein constitute the full and entire understanding and agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants, except as specifically set forth herein or therein.
2011
Entire Agreement
This Agreement and the other Transaction Documents (together with all appendices, schedules, exhibits, annexes and attachments thereto) constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.
2012
Entire Agreement
This Agreement and the other Transaction Documents (together with all appendices, schedules, exhibits, annexes and attachments thereto) constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.
2012
Entire Agreement
This Agreement, the X Agreement, the Confidentiality Agreement and the Registration Rights Agreement constitute the entire agreement between the parties relating to the subject matter hereof and all other previous agreements or arrangements between the parties, written or oral, relating to the subject matter hereof are superseded.
2012
Entire Agreement
This Letter Agreement, along with the Exhibits and Schedules hereto, contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein.
2013
Entire Agreement
This Agreement (including any Schedules and Exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and, except as expressly set forth herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective permitted successors or assigns.
2013
Entire Agreement
This Agreement (including the Schedules and Exhibits hereto, and the documents and instruments executed and delivered in connection herewith) and the other Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof, including the MOU, and there are no representations, understandings or agreements relating to the subject matter hereof that are not fully expressed in this Agreement, the other Transaction Documents and the documents and instruments executed and delivered in connection herewith. All Schedules and Exhibits attached to this Agreement are expressly made a part of, and incorporated by reference into, this Agreement.
2013
Entire Agreement
The Transaction Documents and the Confidentiality Agreement, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
2014
Entire Agreement
This Agreement, together with the schedules hereto are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein. This Agreement, together with the exhibits and schedules hereto supersedes all prior agreements and understandings between the parties with respect to such subject matter.
2014
Services Contract
Complete Agreement
This Agreement constitutes the complete contract between the parties and supersedes all prior or contemporaneous communications, agreements and understanding, written or oral, with respect to the subject matter hereof (...)
Miscellaneous
(...) This Agreement contains the entire agreement between the parties relative to its subject matter, and any and all prior agreements between the parties, whether written or oral, that relate to any matter covered by this Agreement are hereby superseded (...) - (International Contracting: Law and Practice - Larry A. Dimatteo - §8.07 - S. 287).
Merger or Integration Clause
This contract supersedes the terms of any purchase order or ordering document, along with the terms of any unsigned or shrink-wrap license included in any product package - (International Contracting: Law and Practice - Larry A. DiMatteo - §10.16 - S. 355).
Limitation of remedies
(...) the user further agree that this document is the complete and exclusive statement of the agreement between the user and the seller which supersedes any proposal or prior agreement, oral or written - (International Contracting: Law and Practice - Larry A. DiMatteo - §10.18 - S. 362).

This Agreement constitutes the entire agreement of the parties and supercedes all prior agreements and understandings whether written or oral relative to the subject matter hereof (...)
2002
Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Any prior or contemporaneous agreements, representations, statements, negotiations or undertakings dealing with these Product and Services or the subject matter of this Agreement are superseded hereby. This Agreement may be amended or modified only by a writing signed by both parties to this Agreement.
2002
Entire Agreement; Amendment
This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter hereof, and supercede any prior communications, representations, understandings and agreements, either oral or written, between the Parties with respect to such subject matter (...)
2005
Entire Agreement
This Agreement, together with the Distribution Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior agreements, or understandings of the parties hereto in either written or oral form.
2005
Entire Agreement
This Agreement supersedes any and all other agreements, either oral or in writing between the parties hereto with respect to the terms and conditions of this Agreement, and contains all of the covenants and agreements between the parties with respect to same. Each party to this Agreement acknowledges that no representation, 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, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties thereto.
2006
Miscellaneous
This Agreement is the complete Agreement between the Parties regarding this subject, and supersedes any prior or contemporaneous oral or written understandings between the Parties with respect to the subject matter thereof and constitutes the entire Agreement of the Parties with respect to such subject matter (...)
2006
Other Issues
This agreement constitutes all agreements that have been reached among the parties with respect to issues of the objectives of this agreement, and replaces all previous oral and written agreements, contracts, understandings and correspondence among the parties with respect to the issues of the objectives of this agreement.
2006
Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement (...)
2007
Entire Agreement
This Agreement and the Schedules referenced or attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and and shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the Parties hereto any rights or remedies hereunder.
2007
Entire Agreement
This Agreement, including any agreement, document or instrument attached hereto or referred to herein, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral negotiations and prior agreements and understandings of the parties hereto in respect to the subject matter hereof.
2009
Entire Agreement
This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
2010
Accounts Receivable Agreement
Entire Agreement
This Agreement and all documents, instruments and agreements mentioned herein constitute the entire and complete understanding of the parties with respect to the transactions contemplated hereunder. All previous conversations, memoranda and writings between the parties or pertaining to the transactions contemplated hereunder that are not incorporated or referenced in this Agreement or in such documents, instruments and agreements are superseded hereby.
1996
Construction & O&M Contract
Präambel
Sämtliche getroffenen mündlichen Zusagen und Vereinbarungen sowie von diesem Vertrag abweichende frühere schriftliche Vereinbarungen sind, soweit sie vom Vertrag abweichen, aufgehoben.
Entire Agreements and Amendments
This instrument contains the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, negotiations, correspondence, commitments, undertakings, communications and understandings, oral or written, between the parties with respect to such subject matter. No terms or conditions other than those contained in this instrument and no agreement or understanding in any way modifying such terms and conditions shall be binding upon Contractor or Purchaser unless made in writing which (i) states that it amends the Contract and (ii) is signed by an authorized representative of each of the parties thereto.
1997
Entire Agreement
The Contract constitutes the complete agreement between the parties. Written or oral communications and statements from the parties made before or in connection with entering into the Contract are only a part of the Contract if expressly incorporated therein.
2001
Loan Contract
Entire Agreement
This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Representatives of the Lender) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.
2008
Amendments in Writing; Waiver; Integration
(...) The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.
2011
Amendments in Writing; Waiver; Integration
(...) the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.
2012
Amendments
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement (...)
2012
Arbitration Agreement
Entire Agreement
This Agreement and the Release represents the entire agreement and understanding between the Company and Employee concerning Employee’s employment relationship with the Company, and supersedes and replaces any and all prior agreements and understandings, whether oral or written, concerning Employee’s employment relationship with the Company.
2003
Entire Agreement; Effect of Prior Agreements
This is the complete agreement of the parties on the subjects set forth herein, including severance pay upon a Change in Control and arbitration of disputes. This Agreement supersedes any prior or contemporaneous oral or written understanding on such subjects. No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement. In the event of a conflict between any of the terms of this Agreement and any of the terms of (i) any of the agreements related to the Stock Options, or (ii) that certain accepted original offer of employment between Executive and the Company dated {Month} {Day}, {Year}, the terms of this Agreement shall prevail. Without limiting the generality of the foregoing, the arbitration provisions of the original offer of employment shall be superseded by the arbitration provisions set forth in this Agreement.
2004
Bankruptcy Agreement
Integration; Amendment
All agreements of the parties with respect to the subject matter hereof are contained in this Agreement, and this Agreement shall supersede all prior negotiations, agreements and understandings of the parties with respect thereto. This Agreement cannot be modified, except by a written document duly executed by both parties.
2005
Entire Agreement
This Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings and representations on such subjects, all of which have become merged and integrated in to this Plan.
2011
Asset Transfer Agreement
Entire Agreement
This Agreement represents the full agreement of the parties as to the subject matter hereof, and shall supersede all prior discussions, proposals, negotiations and agreements.
2009
Asset Management Agreement
Entire Agreement
This agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the services and transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings between the parties hereto, whether written, oral or otherwise. There are no promises, agreements, conditions understanding, warranties or representations, oral or written, express or implied, among the parties concerning the subject hereof except as set forth herein.
2003
Entire Agreement
This Agreement (including the schedules and exhibits hereto) represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof (...)
2008
Merger Agreement
Entire Agreement
This Agreement comprises the entire agreement between the Parties concerning its subject matter and shall supersede all prior agreements, oral and written declarations of intent and other legal arrangements (whether binding or non-binding) made by the Parties in respect thereof.
2010
Entire Agreement
This Agreement (including the Exhibits hereto and the Disclosure Schedule), together with the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement and the Confidentiality Agreement.
2013
Entire Agreement; Nonassignability; Parties in Interest
This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the Company Disclosure Schedule, (...) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with its terms (...)
2013
Novation Agreement
Entire Agreement; No Waiver of Defaults and Future Transfers
This Agreement is supplemental to the License Agreement. The terms and conditions of this Novation Agreement represent the entire agreement between the parties relating to the novation of the License Agreement and except as specifically supplemented by this Novation Agreement all the terms and conditions of the License Agreement remain in full force and effect (...)
2008
Entire Agreement
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions of their Agreement. Any and all prior agreements, representations, negotiations and understandings made by the parties, oral and written, express or implied, are hereby superseded and merged herein. This Agreement is intended by all parties to be a fully integrated contract, and that no evidence, written or oral, may be admitted or considered outside of this Agreement in order to determine the intent of the parties or the meaning of any terms contained in this Agreement.
2008
Pledge Agreement
Entire Agreement
This Security Agreement embodies the entire agreement and understanding between the Grantor and the Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Agent relating to the Collateral.
2012
Joint Venture
Effectiveness of the Amended and Restated Agreement and Miscellaneous
Any appendices drawn up in accordance with the principles of this Amended and Restated Agreement are considered an integral part of this Amended and Restated Agreement.
2005
Entire Agreement
This Agreement, together with the Appendices and Schedules hereto and the agreements and instruments expressly provided for herein, constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the Parties hereto with respect to the subject matter hereof.
2005
Validity of the Contract
The contract and its appendices shall have the same force. All the articles of the contract including its appendixes stipulated under the Contract, are indispensable parts of this contract.
2006
Effectiveness of this Contract and Miscellaneous
Any appendices or amendments relating to this Contract shall be considered an effective and integral part of this Contract.
2006
Entire Agreement
This Agreement constitutes the complete and exclusive statement of the agreement among the Parties. This Agreement supersedes all prior negotiations, understandings and agreements of the parties, written or oral, with respect to the subject matter hereof.
2007
Entire Agreement
This Agreement, together with the Appendices, Exhibits and Schedules hereto and the agreements (including the Confidentiality Agreement) and instruments expressly provided for herein, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to the subject matter hereof.
2007
Prior Agreements; Construction; Entire Agreement
This Agreement, including the Exhibits and other documents referred to herein (which form a part hereof), constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between them as to such subject matter and all such prior agreements and understandings are merged herein and shall not survive the execution and delivery hereof. In the event of any conflict between the provisions of this Agreement and those of any Master Ventures Agreement, the provisions of the applicable Master Venture Agreement shall control.
2008
Lease Contract
Entire Agreement
This Agreement represents the entire agreement between the parties relating to the Demised Premises. It is not capable of being amended except in writing by or with the specific consent of the parties to this Agreement.
2010
Investment Agreement
Entire Agreement

This Agreement together with the Transaction Documents constitute the entire agreement between the parties with respect to all matters referred to in this Agreement. The Parties acknowledge that this Agreement has been negotiated on the basis that:

(a) this Agreement and the Transaction Documents contain the entire agreement and understanding of the Parties in connection with the sale and purchase of the Sale Shares and supersede and extinguish all previous agreements between the parties relating to such sale and purchase;

(b) this Agreement has been freely negotiated between the Parties, each of whom has received independent legal advice; and

(c) it is reasonable for each party to assume that, unless the other Parties have asked for any oral representations to be contained within or incorporated into this Agreement and such oral representations have been expressly contained within or incorporated into this Agreement, it is not relying upon any oral representation,

and accordingly the Parties agree that no party will owe a duty of care to any other Party and that no Party will in any respect be responsible for any oral representations made to any other Party or their respective representatives during the course of negotiations leading to exchange of this Agreement whether under sections 2(1) or 2(2) of the Misrepresentation Act 1967 or otherwise, save to the extent that they are expressly incorporated into this Agreement or have been made fraudulently. 


2010
2. No Merger
Lease Contract
No Merger
Those terms of this Agreement that remain to be performed after the Date of Actual Completion will remain in full force and effect and shall not merge with the grant of the Lease and the Car Parking Agreement.
2010
A project of CENTRAL, University of Cologne.