Common use of Entire Agreement; Amendments and Waivers Clause in Contracts

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 8 contracts

Samples: Contribution Agreement, Purchase and Sale Agreement (Shell Midstream Partners, L.P.), Contribution Agreement (Shell Midstream Partners, L.P.)

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Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents Assignment Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction DocumentsAssignment Agreement.

Appears in 7 contracts

Samples: Contribution and Sale Agreement, Purchase and Sale Agreement (Tallgrass Energy Partners, LP), Contribution and Sale Agreement (Tallgrass Energy Partners, LP)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Closing Documents constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Closing Documents.

Appears in 5 contracts

Samples: Personnel Services and Allocation Agreement (Williams Partners L.P.), Contribution Agreement, Contribution Agreement (Williams Partners L.P.)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute (including all Exhibits hereto) contains the entire agreement among between the parties Parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties understandings with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documentsthereto.

Appears in 4 contracts

Samples: Share Purchase Agreement (Evergreen Solar Inc), Share Purchase Agreement (Evergreen Solar Inc), Share Purchase Agreement (Evergreen Solar Inc)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents Assignment Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated herebyTransaction, other than those expressly set forth herein and in the other Transaction DocumentsAssignment Agreement, as applicable.

Appears in 3 contracts

Samples: Assignment Agreement (EnLink Midstream Partners, LP), Contribution and Transfer Agreement (EnLink Midstream Partners, LP), Assignment Agreement

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute constitutes the entire agreement among of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof conduct of the offering and supersede the purchase and sale of the Shares. This Agreement may not be amended or modified unless in writing by all prior agreements and understandings, both written and oral, among of the parties with respect hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documentsbenefit.

Appears in 2 contracts

Samples: WSB Financial Group, Inc., WSB Financial Group, Inc.

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party Party to this Agreement agrees that no other party Party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 2 contracts

Samples: Formation and Exchange Agreement (Atlas Resources Public #18-2008 Program), Formation and Exchange Agreement (Atlas Pipeline Partners Lp)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior written or oral agreements and understandings, both written and oral, among the parties with respect to them respecting the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representationWithout limiting the generality of the immediately preceding sentence, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documentsevent of any inconsistency between the Plan and this agreement, the provisions of this agreement shall govern.

Appears in 2 contracts

Samples: Agreement (JMB 245 Park Avenue Associates LTD), Limited Partnership Agreement (World Financial Properties L P)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents Assignment Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representativesRepresentatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction DocumentsAssignment Agreement.

Appears in 1 contract

Samples: Joinder Agreement (Tallgrass Energy Partners, LP)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among (together with any documents referred to herein or executed contemporaneously by the parties with respect to in connection herewith) constitutes the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among whole arrangement between the parties with respect hereto and supersedes any previous agreements or arrangements between them relating to the subject matter hereof. Each party No amendment to this Agreement agrees that no other party to this Agreement (including its agents shall be effective unless made in writing and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or signed by duly authorized representatives of the transactions contemplated hereby, other than those expressly set forth herein Purchaser and in the other Transaction DocumentsSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Triton Energy LTD)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents Assignment Agreements constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction DocumentsAssignment Agreements, as applicable.

Appears in 1 contract

Samples: Contribution and Transfer Agreement (EnLink Midstream Partners, LP)

Entire Agreement; Amendments and Waivers. (a) This Agreement and Agreement, together with the other Transaction Documents constitute Collateral Agreements, constitutes the entire agreement among the parties with respect pertaining to the subject matter hereof and supersede thereof and supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties with respect to parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the subject matter hereof. Each party to be bound thereby. No waiver of any of the provisions of this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.shall be

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Guilford Pharmaceuticals Inc)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties with respect Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofwhether oral or written. Each party to This Agreement may only be amended in a writing executed by all Parties. No waiver of any provision of this Agreement agrees that no shall constitute a waiver of any other party to this Agreement provision hereof (including its agents and representativeswhether or not similar) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documentsconstitute a continuing waiver.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transenterix Inc.)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. Each party Party to this Agreement agrees that no other party Party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Shell Midstream Partners, L.P.)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Shell Midstream Partners, L.P.)

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Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. Each party Party to this Agreement agrees that no other party Party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 1 contract

Samples: Formation and Contribution Agreement (Petrohawk Energy Corp)

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and the other Transaction Documents constitute all Exhibits and Schedules hereto and thereto, constitutes the entire agreement among between the parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and contemporaneous agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.No

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofhereof and thereof. Each party to this Agreement Party agrees that no other party to this Agreement Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party Party relating to this Agreement or the transactions contemplated herebyTransactions, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tallgrass Energy GP, LP)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute Agreement, together with all attachments hereto, constitutes the entire agreement among between the parties with respect to Parties hereto and shall supersede and take the place of any and all agreements, documents, Minutes of meetings, or letters concerning the subject matter hereof and supersede all made, prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to Effective Date of this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documentsagreement.

Appears in 1 contract

Samples: CSG Amended Service Agreement

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representativesRepresentatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documentsherein.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Tallgrass Energy Partners, LP)

Entire Agreement; Amendments and Waivers. (a) This Agreement Agreement, together with all exhibits and the other Transaction Documents constitute schedules attached hereto, constitutes the entire agreement among between the parties with respect hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties with respect to the subject matter hereof. Each party to this Agreement agrees that parties, and there are no other party to this Agreement (including its agents and representatives) has made any representationwarranties, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.representations or

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Entire Agreement; Amendments and Waivers. (a) This Agreement (including all Exhibits hereto) and any other agreement entered into between the other Transaction Documents constitute Parties in connection with this Agreement contain the entire agreement among between the parties Parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandingsall understandings (regardless of whether express or implied at law or 72 by custom, both written and oralusage, among the parties course of dealing or otherwise) with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representationthereto, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those except as expressly set forth herein and in the other Transaction Documentsotherwise herein.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Murphy Oil Corp /De)

Entire Agreement; Amendments and Waivers. (a) This Agreement and the other Transaction Documents constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth herein and in the other Transaction Documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Halcon Resources Corp)

Entire Agreement; Amendments and Waivers. (a) This Agreement including the Disclosure Letter and the other Transaction Documents constitute all Exhibits hereto contains the entire agreement among between the parties Parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandingsall understandings (regardless of whether express or implied at law or by custom, both written and oralusage, among the parties course of dealing or otherwise) with respect to the subject matter hereof. Each party to this Agreement agrees that no other party to this Agreement (including its agents and representatives) has made any representationthereto, warranty, covenant or agreement to or with such party relating to this Agreement or the transactions contemplated hereby, other than those except as expressly set forth herein and in the other Transaction Documentsotherwise herein.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Murphy Oil Corp /De)

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