Common use of Entire Agreement; No Other Representations Clause in Contracts

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Schedule, the Parent Disclosure Schedule, the Confidentiality Agreement dated June 26, 1998, between Parent and the Company (the "Confidentiality Agreement") and the Nondisclosure Agreement between Parent and the Company dated August 7, 1998 (the "Nondisclosure Agreement) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreement and the Nondisclosure Agreement shall each be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreement and the Nondisclosure Agreement shall be reinstated in the event of any termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Youth Services International Inc), Agreement and Plan of Merger (Correctional Services Corp)

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Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure ScheduleLetter, the Parent Disclosure ScheduleLetter, the Stock Option Agreement and the Confidentiality Agreement Agreement, dated June 26March 28, 19981997 (the "Company Confidentiality Letter"), and October 28, 1997 (the "Parent Confidentiality Letter"), between Parent and the Company (the "Confidentiality AgreementAgreements") and the Nondisclosure Agreement between Parent and the Company dated August 7, 1998 (the "Nondisclosure Agreement) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreement and the Nondisclosure Agreement Agreements shall each be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreement and the Nondisclosure Agreement Agreements shall be reinstated in the event of any termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)

Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure ScheduleLetter, the Parent Disclosure ScheduleLetter, the Stock Option Agreement and the Confidentiality Agreement Agreement, dated June 26March 28, 19981997, (the "Company Confidentiality Letter") and October 28, 1997 (the "Parent Confidentiality Letter"), between Parent and the Company (the "Confidentiality AgreementAgreements") and the Nondisclosure Agreement between Parent and the Company dated August 7, 1998 (the "Nondisclosure Agreement) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreement and the Nondisclosure Agreement Agreements shall each be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreement and the Nondisclosure Agreement Agreements shall be reinstated in the event of any termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usf&g Corp)

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Entire Agreement; No Other Representations. This Agreement (including any exhibits hereto), the Company Disclosure Schedule, the Parent Disclosure Schedule, the Stockholders Agreements, the Company Affiliate Letters and the Confidentiality Agreement dated June 26February 2, 19982000, between Parent and the Company (the "Confidentiality Agreement") and the Nondisclosure Agreement between Parent and the Company dated August 7, 1998 (the "Nondisclosure Agreement) constitute the entire agreementagreement among the parties, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Confidentiality Agreement and the Nondisclosure Agreement shall each be hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement or the transactions contemplated hereby or thereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreement and the Nondisclosure Agreement shall be reinstated in the event of any termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gliatech Inc)

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