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, course of dealings and writings with respect to such subject matter. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Appears in 12 contracts

Samples: Sharing Agreement, Tax Sharing Agreement (ADT, Inc.), Tax Sharing Agreement (ADT, Inc.)

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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, course of dealings commitments and writings with respect to such subject matter. The Parties have participated jointly in In the negotiation event of any conflict between the terms and drafting conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement. This , the terms and conditions of such Ancillary Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be draftedcontrol.

Appears in 9 contracts

Samples: Separation and Distribution Agreement (WABCO Holdings Inc.), Separation and Distribution Agreement (Igate Corp), Separation and Distribution Agreement (Mastech Holdings, 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, course of dealings commitments and writings with respect to such subject matter. The Parties have participated jointly in In the negotiation event of any inconsistency between this Agreement and drafting of this Agreement. This Agreement any Schedule hereto, the Schedule shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be draftedprevail.

Appears in 5 contracts

Samples: Tax Allocation Agreement (New Dun & Bradstreet Corp), Tax Allocation Agreement (New Dun & Bradstreet Corp), Tax Allocation Agreement (Dun & Bradstreet Corp)

Complete Agreement; Construction. This Agreement, including the Exhibits and SchedulesAncillary Agreements, 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, course of dealings commitments and writings with respect to such subject matter. The No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties have participated jointly in accordance with the negotiation and drafting terms of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Appears in 5 contracts

Samples: Distribution Agreement (Toro Corp.), Distribution Agreement (Castor Maritime Inc.), Contribution and Spin Off Distribution Agreement (Toro Corp.)

Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and together with the Ancillary Agreements Agreements, shall constitute the entire agreement between the Parties parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings commitments and writings with respect to such subject matter. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Appears in 4 contracts

Samples: Tax Disaffiliation Agreement (Ct Holdings Inc), Tax Disaffiliation Agreement (Citadel Security Software Inc), Tax Disaffiliation Agreement (Acuity Brands 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, course of dealings commitments and writings with respect to such subject matter. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Appears in 4 contracts

Samples: Distribution Agreement (Capital Southwest Corp), Distribution Agreement (CSW Industrials, Inc.), Distribution Agreement (CSW Industrials, Inc.)

Complete Agreement; Construction. This Agreement, including the 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, course of dealings commitments and writings with respect to such subject matter. The Parties have participated jointly in In the negotiation event of any inconsistency between this Agreement and drafting of this Agreement. This Agreement any Schedule hereto, the Schedule shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be draftedprevail.

Appears in 3 contracts

Samples: Tax Allocation Agreement (Acnielsen Corp), Tax Allocation Agreement (Dun & Bradstreet Corp), Tax Allocation Agreement (Cognizant Corp)

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Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. The Parties have participated jointly in In the negotiation event and drafting to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement or any other Ancillary Agreement. This , this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be draftedprevail.

Appears in 3 contracts

Samples: Employee Matters Agreement (Bioverativ Inc.), Employee Matters Agreement (Bioverativ Inc.), Employee Matters Agreement (Bioverativ 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 agreements, negotiations, commitmentsdiscussions, course of dealings conversations, understandings, commitments and writings with respect to such subject matter. The , and there are no agreements or understandings between the Parties have participated jointly in the negotiation and drafting of this Agreementother than those set forth or referred to herein or therein. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against and the party drafting or causing any instrument to be draftedAncillary Agreements together govern the arrangements in connection with the Separation and the Distribution and would not have been entered into independently.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (SilverSun Technologies Holdings, Inc./Nv), Investment Agreement (SilverSun Technologies, Inc.)

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 all previous agreements, negotiations, commitmentsdiscussion, course of dealings understandings, conversations, commitments and writings with respect to such subject matter. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Appears in 2 contracts

Samples: Master Reorganization Agreement (First Hawaiian, Inc.), Master Reorganization Agreement (First Hawaiian, Inc.)

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 all previous negotiations, commitments, course of dealings commitments and writings with respect to such subject matter. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Appears in 1 contract

Samples: Distribution Agreement (Omi Corp)

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