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Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including the Ancillary Agreements and the Exhibits and Schedules hereto, and the Confidentiality Agreement (which will terminate at the Closing) # constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties and any of their respective Affiliates with respect to the Merger; and # are not intended to confer upon any other Person any rights or remedies hereunder (except as specifically provided in this Agreement, including [Section 5.10]). No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Merger exist between the Parties except as expressly set forth or referenced in this Agreement, the Ancillary Agreements, and the Confidentiality Agreement.

Section # Entire Agreement; Third Party Beneficiaries.Agreement. This Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including the Ancillary Agreements and the Exhibits and Schedules hereto, and the Confidentiality Agreement (which will terminate at the Closing) # constituteDocuments contain the entire agreement amongunderstanding between the Parties with respect to the subject matter hereofTransactions and supersede and replace all prior agreementsand contemporaneous Contracts and understandings, both written and oral, among the Parties and any of their respective Affiliates with respect to the Merger; and # are not intended to confer upon any other Person any rights or remedies hereunder (except as specifically provided in this Agreement, including [Section 5.10]). No representations, warranties, covenants, understandings, agreements, oral or otherwise,written relating to the Merger existsubject matter hereof, provided, however, that the Confidentiality Agreement shall remain in full force and effect until the Closing, at which time the Confidentiality Agreement shall be deemed terminated, provided, further, that in the event of any conflict between the Parties except as expressly set forth or referenced interms of the Confidentiality Agreement and the terms of this Agreement, the Ancillary Agreements,terms of this Agreement shall prevail. All schedules and the Confidentiality Agreement.exhibits hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein.

SECTION # Entire Agreement; No Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, includingAgreement, together with the Ancillary Agreements and the Exhibits and Schedules hereto, and the Confidentiality Agreement (which will terminate at(together with the Closing) #written agreements, Schedules and certificates referred to herein or delivered pursuant hereto), constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedesupersedes all prior agreements and understandings, both written and oral, among the Parties and any of their respective Affiliates with respect to the Merger;subject matter hereof. Except as provided in [Section 5.14] or in [Article 8], this Agreement is for the sole benefit of the Parties and # aretheir permitted assigns and is not intended to confer upon any other Person any rights or remedies hereunder (except as specifically provided in this Agreement, including [Section 5.10]). No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Merger exist between the Parties except as expressly set forth or referenced in this Agreement, the Ancillary Agreements, and the Confidentiality Agreement.hereunder.

Entire Agreement; Third Party Beneficiaries.Agreement. This Agreement (including the Schedules and Exhibits hereto and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including the Ancillary Agreements and the Exhibits and Schedules hereto, and the Confidentiality Agreement (which will terminateherein that are to be delivered at the Closing) # constituteconstitutes the entire agreement among the Partiesparties to this Agreement and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties and any of their respective Affiliates with respecthereof, including, but not limited to, that certain letter dated , from Patriot to the Merger; and # are not intended to confer upon any other Person any rights or remedies hereunder (except as specifically, indicating interest in a merger transaction; provided in this Agreement, including [Section 5.10]). No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Merger exist between the Parties except as expressly set forth or referenced in this Agreement, the Ancillary Agreements, andthat the Confidentiality Agreement.Agreement shall remain in effect in accordance with its terms.

Entire Agreement; Third Party Beneficiaries.Amendment. This AgreementAgreement, including the Exhibits hereto, and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including the Ancillary Agreements set forth the complete, final and exclusive agreement and all the Exhibitscovenants, promises, agreements, warranties, representations, conditions and Schedules hereto, and the Confidentiality Agreement (which will terminate at the Closing) # constitute the entire agreement amongunderstandings between the Parties hereto with respect to the subject matter hereof and supersedesupersedes all prior agreements (including the Existing Confidentiality Agreement) and understandings, both written and oral, amongunderstandings between the Parties and anyexisting as of their respective Affiliatesthe Effective Date with respect to the Merger;subject matter hereof. In the event of any inconsistency between any plan hereunder (including the Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan) and # are not intended to confer upon any other Person any rights or remedies hereunder (except as specifically provided in this Agreement, including [Section 5.10]). Nothe terms of this Agreement will prevail. There are no covenants, promises, agreements, warranties, representations, warranties, covenants,conditions or understandings, agreements,either oral or otherwise, relating to the Merger existwritten, between the Parties exceptother than as expresslyare set forth herein and therein. No subsequent alteration, amendment, change or referenced inaddition to this Agreement,Agreement will be binding upon the Ancillary Agreements,Parties unless reduced to writing and the Confidentiality Agreement.signed by an authorized officer of each Party.

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