Common use of Complete Agreement; Construction Clause in Contracts

Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.8, Section 4.5 and Article V, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 5 contracts

Samples: Agreement and Plan of Distribution (Acuity SpinCo, Inc.), Agreement and Plan of Distribution (Zep Inc.), Agreement and Plan of Distribution (Acuity Brands Inc)

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Complete Agreement; Construction. This Agreement, including the Exhibits Schedules and SchedulesExhibits, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.82.1(j), Section 2.7, Section 2.10(e), Section 4.5 and Article VVI, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 4 contracts

Samples: Distribution Agreement (New D&b Corp), Distribution Agreement (New D&b Corp), Distribution Agreement (Dun & Bradstreet Corp/Nw)

Complete Agreement; Construction. This Agreement, including the Exhibits Schedules and SchedulesExhibits, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.82.1(j), Section 2.7, Section 4.5 and Article VVI, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 4 contracts

Samples: Distribution Agreement (Dun & Bradstreet Corp /De/), Distribution Agreement (Dun & Bradstreet Corp), Distribution Agreement (New Dun & Bradstreet Corp)

Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Exhibit or Schedule hereto, the Exhibit or Schedule shall prevail. Other than Section 2.8, Section 4.5 2.12 and Article VVIII, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 3 contracts

Samples: Distribution Agreement (Echelon International Corp), Distribution Agreement (Echelon International Corp), Distribution Agreement (Florida Power Corp /)

Complete Agreement; Construction. This Agreement, including the its Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the parties Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments commitments, courses of dealing and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.8, Section 4.5 and Article V, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control; provided, that, subject to Section 2.13(e), with respect to any Conveyancing and Assumption Instrument, this Agreement shall control, unless specifically stated otherwise in such Conveyancing and Assumption Instrument.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.)

Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.8, Section 4.5 and Article V, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 2 contracts

Samples: Separation Agreement (Radiant Systems Inc), Separation Agreement (Radiant Systems Inc)

Complete Agreement; Construction. This Agreement, including the its Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the parties Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments commitments, courses of dealing and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.8, Section 4.5 and Article V, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control; provided, that, subject to Section 2.12(e), with respect to any Conveyancing and Assumption Instrument, this Agreement shall control, unless specifically stated otherwise in such Conveyancing and Assumption Instrument.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Guaranty Financial Group Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)

Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between among the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.84.19, Section 4.5 7.5 and Article VIX, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (American Trading & Production Corp), Agreement and Plan of Reorganization (American Trading & Production Corp)

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Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, the agreements and arrangements listed on Schedule 1.1(g) and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.81.6, Section 4.5 and Article VVI, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, Agreement notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 2 contracts

Samples: Form of Distribution Agreement (Corn Products International Inc), Distribution Agreement (Corn Products International Inc)

Complete Agreement; Construction. This Agreement, including the Exhibits Schedules and SchedulesExhibits, and the Ancillary Agreements shall constitute the entire and integrated agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.82.1(g), Section 2.5, Section 4.5 and Article VVI, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 1 contract

Samples: Distribution and Indemnification Agreement (Lca Corp)

Complete Agreement; Construction. This Agreement, including the Exhibits and SchedulesSchedules hereto, and the Ancillary Agreements shall constitute the entire agreement between the parties Parties with respect to the subject matter hereof and shall supersede supercede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule or Exhibit hereto, the Schedule or Exhibit, as the case may be, shall prevail. Other than Section 2.8, Section 4.5 and Article V, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding Notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 1 contract

Samples: Distribution Agreement (Single Source Electronic Transactions Inc)

Complete Agreement; Construction. This Agreement, including the Exhibits and SchedulesSchedules hereto, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule or Exhibit hereto, the Schedule or Exhibit, as the case may be, shall prevail. Other than Except with respect to Section 2.8, Section 4.5 and Article V, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement9.08, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

Appears in 1 contract

Samples: Distribution Agreement (Pactiv Corp)

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