Non-Integration Sample Clauses
A Non-Integration clause, also known as an "Entire Agreement" clause, establishes that the written contract represents the complete and final agreement between the parties, superseding all prior negotiations, discussions, or understandings. In practice, this means that any previous oral or written statements not included in the contract are not legally binding. For example, if parties discussed certain terms before signing but those terms are not in the final document, they cannot later claim those terms are part of the agreement. The core function of this clause is to prevent disputes over alleged side agreements or prior promises, ensuring that only the contents of the signed contract are enforceable.
POPULAR SAMPLE Copied 2 times
Non-Integration none of the Issuer and any of their affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on behalf of any of them (other than the Placement Agent, its affiliates and any person acting on its or their behalf as to whom no representation, warranty or undertaking is made or given), will directly or indirectly make offers or sales of any security, or solicit offers to buy, or otherwise negotiate in respect of, any security, under circumstances that would require the registration of the Bonds, the Warrants or the New Shares under the Securities Act;
Non-Integration. None of the Company, the Operating Partnership nor any of their respective affiliates has, prior to the date hereof, made any offer or sale of any securities which could be "integrated" for purposes of the Securities Act and the Rules and Regulations with the offer and sale of the Shares pursuant to the Registration Statement. Except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership nor any of their respective affiliates has sold or issued any Common Stock or other security of the Company, the Operating Partnership or any Subsidiary or any security convertible into, or exercisable or exchangeable for, Common Stock or any other such security during the six-month period preceding the date of the Prospectus, including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Securities Act or the Rules and Regulations.
Non-Integration. None of Newkirk, the Operating Partners▇▇▇ ▇▇▇ any of their respective affiliates has, prior to the date hereof, made any offer or sale of any securities which could be "integrated" for purposes of the Securities Act and the Rules and Regulations with the offer and sale of the Shares pursuant to the Registration Statement. Except as disclosed in the Registration Statement and the Prospectus, none of Newkirk, the Operating Partners▇▇▇ ▇▇▇ any of their respective affiliates has sold or issued any Common Stock or other security of Newkirk, the Operating Partners▇▇▇ ▇▇ any Subsidiary or any security convertible into, or exercisable or exchangeable for, Common Stock or any other such security during the six-month period preceding the date of the Prospectus, including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Securities Act or the Rules and Regulations.
Non-Integration. This Agreement shall be in addition to, and does not supercede or limit, any other agreements between the parties hereto.
Non-Integration. Neither the Issuer, the Guarantor, any of its Affiliates, nor any person acting on its or their behalf has made or will make offers or sales of any security, or solicited or will solicit offers to buy, or otherwise negotiated or will negotiate in respect of, any security, under circumstances that would require the registration of the Bonds or the Shares upon conversion of the Bonds under the Securities Act.
Non-Integration. This is a non-integrated agreement with each section and provision supported by separate consideration. No section or provision relies upon consideration in any other section or provision for its enforceability.
Non-Integration. This Agreement supersedes any and all agreements previously made between the parties relating to the subject matter of this Agreement. All previous agreements are hereby rescinded and repealed.
Non-Integration. Neither the Company nor any of its respective affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on behalf of any of them (other than the offers, sales and other actions by the Initial Purchaser as to which the Company does not give any covenant or undertaking) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy, or otherwise negotiate in respect of, any security, of the Company under circumstances that would require the registration of the Bonds or the Conversion Shares under the U.S. Securities Act.
Non-Integration neither the Issuer nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has or will, directly or through any agent (other than through the Managers, their affiliates or any person acting on their behalf), sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Bonds in a manner that would require registration of the Bonds under the Securities Act;
Non-Integration. This Agreement shall not be deemed to be an offer of continued employment and shall be in addition to any other agreement between the parties hereto.