Common Contracts

80 similar Letter Agreement contracts by Integra Lifesciences Holdings Corp, World Wrestling Entertainmentinc, Air Transport Services Group, Inc., others

Insert Dealer Name] [Insert Dealer Address]
Letter Agreement • August 18th, 2023 • Akamai Technologies Inc • Services-business services, nec
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Bank Name] [Bank Address]
Letter Agreement • December 8th, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
Bank of America, N.A. One Bryant Park, 8th Fl. New York, NY 10036 Attention: Strategic Equity Solutions Group Telephone: 646-855-8900 Email: dg.issuer_derivatives_notices@bofa.com June 1, 2022
Letter Agreement • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by CONMED Corporation (“Company”) and Bank of America, N.A. (“Dealer”), as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

DEALER]
Letter Agreement • May 28th, 2021 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery)
January [ ], 2021
Letter Agreement • February 3rd, 2021 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Marriott Vacations Worldwide Corporation (“Company”) to [Bank] (“Dealer”)[, through its agent [Agent] (the “Agent”)]1 as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

To: DICK’S Sporting Goods, Inc. 345 Court Street Coraopolis, PA 15108 Attention: Telephone No.: Email: [ ] [ ] [ ] From: [Dealer Name] Re: [Base] [Additional] Warrants Date: April [ ], 2020
Letter Agreement • April 23rd, 2020 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by DICK’S Sporting Goods, Inc. (“Company”) to [Dealer Name] (“Dealer”)[, who is acting through its agent [Agent Name] (“Agent”)] as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements for the Transaction.

February [12]1[13]2, 2020
Letter Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by i3 Verticals, Inc. (“Company”) to [Dealer Name] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

February 5, 2020
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

February 4, 2020
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Citibank, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

Wells Fargo Bank, National Association New York, New York 10001-2170
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Wells Fargo Bank, National Association (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Goldman Sachs & Co. LLC (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

Princeton, NJ 08540 Attention: Treasurer Telephone No.: (609) 275-0500 Facsimile No.: (609) 750-4264 Re: Additional Warrants
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Citibank, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Goldman Sachs & Co. LLC (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036 February 4, 2020
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

Wells Fargo Bank, National Association New York, New York 10001-2170
Letter Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Wells Fargo Bank, National Association (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.

Re: Additional Warrants
Letter Agreement • June 28th, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Avaya Holdings Corp. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP England
Letter Agreement • June 12th, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Avaya Holdings Corp. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Dealer Name and Address]
Letter Agreement • February 26th, 2018 • Q2 Holdings, Inc. • Services-prepackaged software • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Q2 Holdings, Inc. (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

To: Chart Industries, Inc. Ball Ground, Georgia Attention: Jill Evanko, Chief Financial Officer and Treasurer Telephone No.: (770) 721-7739 Re: Additional Warrants
Letter Agreement • November 6th, 2017 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Chart Industries, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Robert Stewart, Assistant General Counsel Telephone: 646-855-0711 Facsimile: 646-822-5618
Letter Agreement • November 6th, 2017 • Chart Industries Inc • Fabricated plate work (boiler shops) • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Chart Industries, Inc. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: Bank of Montreal Re: Base Warrant Transaction Date: September 25, 2017
Letter Agreement • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Air Transport Services Group, Inc. (“Company”) to Bank of Montreal (“Dealer”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal in this Transaction and BMO Capital Markets Corp. (“BMOCMC”), its affiliate, is acting as agent for this Transaction solely in connection with Rule 15a-6 of the Securities Exchange Act of 1934, as amended. Dealer and Counterparty, each acknowledge and agree that (a) BMOCMC is acting solely in its capacity as agent, and not as principal with respect to this Transaction, (b) BMOCMC shall have no responsibility or personal liability, by way of guarantee, endorsement or otherwise, in respect of this Transaction (including arising from any failure by Dealer or Counterparty to pay or perform any obligation under this Transaction), and (c) the parties agree not to proceed against the BMOCMC to collect or rec

To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177
Letter Agreement • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York

From: Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Robert Stewart rstewart4@bankofamerica.com Telephone: 646 855-0711 Facsimile: 646 822-5618

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To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England Re: Base Warrant Transaction Date: September 25, 2017
Letter Agreement • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Air Transport Services Group, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000
Letter Agreement • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Air Transport Services Group, Inc. (“Company”) to Goldman Sachs & Co. LLC (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

Form of Warrant Confirmation
Letter Agreement • August 4th, 2017 • Realpage Inc • Services-prepackaged software

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by RealPage, Inc. (“Company”) to [_ ] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

May 17, 2017
Letter Agreement • May 23rd, 2017 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Atlas Air Worldwide Holdings, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

Citibank, N.A. Corporate Equity Derivatives New York, NY 10013 May 17, 2017 To: Atlas Air Worldwide Holdings, Inc. Purchase, New York 10577 Attention: Spencer Schwartz, Executive Vice President and Chief Financial Officer Telephone: (914) 701-8763...
Letter Agreement • May 23rd, 2017 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Atlas Air Worldwide Holdings, Inc. (“Company”) to Citibank, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

May 17, 2017
Letter Agreement • May 23rd, 2017 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Atlas Air Worldwide Holdings, Inc. (“Company”) to BNP Paribas (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

May 18, 2017
Letter Agreement • May 23rd, 2017 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Atlas Air Worldwide Holdings, Inc. (“Company”) to BNP Paribas (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

Morgan Stanley & Co. International plc
Letter Agreement • January 17th, 2017 • World Wrestling Entertainmentinc • Services-motion picture & video tape production • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by World Wrestling Entertainment, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Re: Additional Warrants
Letter Agreement • January 17th, 2017 • World Wrestling Entertainmentinc • Services-motion picture & video tape production • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by World Wrestling Entertainment, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

December 12, 2016
Letter Agreement • December 16th, 2016 • World Wrestling Entertainmentinc • Services-motion picture & video tape production • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by World Wrestling Entertainment, Inc. (“Company”) to Citibank, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

December 12, 2016
Letter Agreement • December 16th, 2016 • World Wrestling Entertainmentinc • Services-motion picture & video tape production • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by World Wrestling Entertainment, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

December 12, 2016
Letter Agreement • December 16th, 2016 • World Wrestling Entertainmentinc • Services-motion picture & video tape production • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by World Wrestling Entertainment, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

From: Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: ###, Managing Director, Associate General Counsel Telephone: ### Facsimile: ### June 7, 2016 To: Nevro Corp. Redwood City, CA...
Letter Agreement • June 13th, 2016 • Nevro Corp • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Nevro Corp. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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