Entire Deed Clause Samples

Entire Deed. This Deed contains everything to which the Parties have agreed in relation to the matters it deals with. No Party can rely on an earlier document, or anything said or done by another Party, or by a director, officer, agent or employee of that Party, before this Deed was executed, except as permitted by law.

Entire Deed. 7.1 This Deed constitutes the entire Deed between the parties with respect to the contents and subject matter hereof and supersedes and extinguishes all prior Deeds, representations, correspondence and understandings between the parties.

Entire Deed. (a) This Deed embodies the entire understanding and agreement between the parties as to the subject matter of this Deed. (b) All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this Deed are merged in and superseded by this Deed and are of no force or effect whatever and no party will be liable to any other party in respect of those matters. However, for the avoidance of doubt clauses 12, 13, 15, 16 and 17 of the Employment Agreement are not merged in and superseded by this Deed and continue to have full force and effect. (c) No oral explanation or information provided by any party to another. (i) affects the meaning or interpretation of this Deed; or (ii) constitutes any collateral agreement, warranty or understanding between any of the Parties. EXECUTED as a Deed. EXECUTED by HeartWare Limited in ) accordance with its constitution: ) ) /s/ /s/ Robert Bain Thomas ------------------------------------- ---------------------------------------- Company Secretary/Director Director Robert Bain Thomas ------------------------------------- Name of D▇▇▇▇▇▇▇ (▇▇i▇▇) ▇▇me of Company Secretary/Director (print) SIGNED SEALED AND DELIVERED ) by Stuart McConchie in the ) presence of: ) /▇/ ▇▇▇▇▇ Arthur /s/ Stuart McConchie ------------------------------------- ---------------------------------------- Witness Peter Arthur Name of Witness (print) ▇▇▇▇▇URE A

Entire Deed. This Deed comprises the entire agreement of the parties about the subject matter of this Deed

Entire Deed. 2.9.1 This Deed and the Contract of Sale contain the entire agreement between the Parties in respect of the subject matter of this Deed and the parties agree that this Deed and the Contract of Sale supersede and extinguish any prior agreement or understanding (if any) between the Parties in respect of the subject matter of this Deed. 2.9.2 No other agreement, whether collateral or otherwise, shall be taken to have been formed between the parties by reason of any promise, representation, inducement or undertaking (if any) given or made by one party to the other prior to the date of this Deed.

Entire Deed. This deed and the Lease granted pursuant to this deed contain the entire deed of the parties with respect to their subject matter. They set out the only conduct relied on by the parties and supersede all earlier conduct by the parties with respect to their subject matter.

Entire Deed. The Parties hereby agree that the provisions of this Deed are binding in nature and the same are enforceable and are meant to be enforced. No alterations or modifications hereto shall be valid or binding unless the same are reduced in writing and signed by both the Parties.

Entire Deed. This Deed supersedes all discussions and agreements (whether oral or written, including all correspondence) prior to the date of this Deed among the Parties with respect to the subject matter of this Deed.

Entire Deed. This Deed contains everything to which the Parties have agreed in relation to the matters it deals with. No Party can rely on an earlier document, or anything said or done by another Party, or by a director, officer, agent or employee of that Party, before this Deed was executed, except as permitted by law. Each Party must promptly execute all documents and do all things that another Party from time to time reasonably requests to affect, perfect or complete this Deed and all transactions incidental to it. This Deed is governed by the law of New South Wales. The Parties submit to the nonexclusive jurisdiction of its courts and courts of appeal from them. The Parties will not object to the exercise of jurisdiction by those courts on any basis. Except as otherwise set out in this Deed, any agreement, covenant, representation or warranty under this Deed by two or more persons binds them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them individually. Nothing in this Deed shall be construed as requiring Council to do anything that would cause it to be in breach of any of its obligations at law, and without limitation, nothing shall be construed as limiting or fettering in any way the exercise of any statutory discretion or duty. The Parties represent and warrant that they have power to enter into this Deed and comply with their obligations under the Deed and that entry into this Deed will not result in the breach of any law.