ENTIRE AGREEMENT; ATTACHMENTS Clause Samples

ENTIRE AGREEMENT; ATTACHMENTS. This Agreement, all Exhibits and Schedules hereto, and all agreements and instruments to be delivered by the parties pursuant hereto in accordance with the applicable provisions of this Agreement or referenced herein constitute the Agreement and represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. No representations, warranties, prospectus or other information not expressly set forth herein shall be of any force and effect, absent actual fraud or intentional wrongdoing, and are not being relied on by Buyer or CDM. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

ENTIRE AGREEMENT; ATTACHMENTS. This Agreement contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. The attachments hereto are incorporated herein by this reference.

ENTIRE AGREEMENT; ATTACHMENTS. (a) This Master Agreement and all exhibits hereto, together with the Transaction Documents, represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between the Parties. (b) If the provisions of the License Agreement are inconsistent with the provisions of this Master Agreement, the provisions of the License Agreement shall prevail. The Exhibits are hereby incorporated as integral parts of this Master Agreement.

ENTIRE AGREEMENT; ATTACHMENTS. (a) This Agreement and Plan of Merger, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. (b) If the provisions of any Schedule or Exhibit to this Agreement and Plan of Merger are inconsistent with the provisions of this Agreement and Plan of Merger, the provisions of this Agreement and Plan of Merger shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement and Plan of Merger.

ENTIRE AGREEMENT; ATTACHMENTS. (a) This Agreement, all Schedules and Exhibits hereto, and the Related Agreements constitute the entire understanding and agreement between the parties with respect 44 to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between the parties. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provision of this Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

ENTIRE AGREEMENT; ATTACHMENTS. This Agreement (including Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E hereto) represents the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such Parties. All rights and licenses hereunder shall be deemed to be cumulative with, and in addition to, all other rights and remedies to which a Party is entitled at law, by contract, in equity or otherwise. Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E attached hereto or to be attached hereafter are hereby incorporated as an integral part of this Agreement.

ENTIRE AGREEMENT; ATTACHMENTS