Common use of Entire Agreement/No Collateral Representations Clause in Contracts

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly acknowledges and agrees that this Agreement: (i) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 5 contracts

Samples: Employment Agreement (Pinnacle Oil International Inc), Executive Employment Agreement (Pinnacle Oil International Inc), Executive Employment Agreement (Pinnacle Oil International Inc)

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Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreementsPRIOR AGREEMENTS"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 3 contracts

Samples: Confidentiality and Non Competition Agreement Gustilo (Health Sciences Group Inc), Confidentiality and Non Competition Agreement (Health Sciences Group Inc), Confidentiality and Non Competition Agreement (Health Sciences Group Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i1) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 3 contracts

Samples: Research and Development Agreement (Clean Energy Combustion Systems Inc), Consulting Agreement (Ifs International Holdings Inc), Agreement Agreement (Ifs International Holdings Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i1) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and in particular the Prior Agreement,, and that any such prior agreements (and the Prior Agreement) are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Ifs International Inc), Employment Agreement (Ifs International Inc), Employment Agreement (Ifs International Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly ---------------------------------------------- acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i1) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Pinnacle Oil International Inc), Employment Agreement (Pinnacle Oil International Inc)

Entire Agreement/No Collateral Representations. Each ---------------------------------------------- party ----------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede supersedes any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written written, including the Original Technology Agreement (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 2 contracts

Samples: Technology Agreement (Pinnacle Oil International Inc), Technology Agreement (Pinnacle Oil International Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- ---------------------------------------------- expressly acknowledges and agrees that this AgreementWarrant, together with and subject to the Subscription Agreement pursuant to which this Warrant was sold to the Holder: (i1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede supersedes any prior or contemporaneous agreements, memorandums, proposals, commitments, guarantiesguarantees, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this AgreementWarrant, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this AgreementWarrant.

Appears in 2 contracts

Samples: Warrant Agreement (Pinnacle Oil International Inc), Warrant Agreement (Pinnacle Oil International Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- ---------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i1) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Pinnacle Oil International Inc), Employment Agreement (Pinnacle Oil International Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Pinnacle Oil International Inc), Indemnification Agreement (Pinnacle Oil International Inc)

Entire Agreement/No Collateral Representations. Each ---------------------------------------------- party ----------------------------------------------- expressly acknowledges and agrees that this Agreement and the Prior Agreement: , and the agreements and documents referenced herein and therein (i1) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements")written, and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 2 contracts

Samples: Technology Agreement (Pinnacle Oil International Inc), Technology Agreement (Pinnacle Oil International Inc)

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Entire Agreement/No Collateral Representations. Each ---------------------------------------------- party ----------------------------------------------- expressly acknowledges and agrees that this Agreement: (i) is the final, complete and exclusive statement of the agreement final expression of the parties agreements with respect to the subject matter hereofhereof and thereof and are the complete and exclusive statements of the terms of such agreement; (ii) supersede supersedes any prior or contemporaneous agreements, memorandums, proposals, commitments, guarantiespromises, assurances, communications, discussions, promisesguarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, courses course of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreementsPrior Agreements"), and that any such prior agreements Prior Agreements are of no force or effect except as expressly set forth hereinherein and therein; and (iii) may not be varied, supplemented or contradicted by evidence of prior agreementsPrior Agreements. Any agreement hereafter made shall be ineffective to modify, supplement or by evidence of subsequent oral agreements. No prior drafts discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and no words signed by the party against whom enforcement of the modification or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreementsupplement is sought.

Appears in 1 contract

Samples: License Agreement (Korn Ferry International)

Entire Agreement/No Collateral Representations. Each ---------------------------------------------- party ----------------------------------------------- expressly acknowledges and agrees that this Agreement: , together with the Exhibits attached hereto and the agreements and documents referenced herein (iincluding the Memorandum and the Purchaser's respective Subscription Application): (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede supersedes any prior or contemporaneous agreements, memorandums, proposals, commitments, guarantiesguarantees, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Clean Energy Combustion Systems Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- The parties expressly acknowledges acknowledge and agrees agree that this Agreement: , (i1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; hereof and that this escrow agreement shall complete the relevant and necessary agreement among the parties, (ii2) supersede supersedes any prior or contemporaneous agreements, memorandums, proposals, commitments, guarantiesguarantees, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kindkind as pertains to creation of this escrow, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 1 contract

Samples: Escrow Agreement (Hartcourt Companies Inc)

Entire Agreement/No Collateral Representations. Each party ----------------------------------------------- expressly acknowledges and agrees that this Agreement, together with the exhibits attached hereto and the agreements and documents referenced herein : (i1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii2) supersede supersedes any prior or contemporaneous agreements, memorandums, proposals, commitments, guarantiesguarantees, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii3) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 1 contract

Samples: 10.44 Agreement This Agreement (Staar Surgical Company)

Entire Agreement/No Collateral Representations. Each party expressly ----------------------------------------------- expressly acknowledges and agrees that this Agreement, and the agreements and documents referenced herein: (i) is are the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (ii) supersede any prior or contemporaneous agreements, memorandums, proposals, commitments, guaranties, assurances, communications, discussions, promises, representations, understandings, conduct, acts, courses of dealing, warranties, interpretations or terms of any kind, whether oral or written (collectively and severally, the "prior agreements"), and that any such prior agreements are of no force or effect except as expressly set forth herein; and (iii) may not be varied, supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements. No prior drafts of this Agreement, and no words or phrases from any prior drafts, shall be admissible into evidence in any action or suit involving this Agreement.

Appears in 1 contract

Samples: Founding Stockholders Agreement (Clean Energy Combustion Systems Inc)

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