A merger clause, also known as an integration clause, stipulates that the written contract represents the complete and final agreement between the parties, superseding all prior negotiations, representations, or agreements. This clause ensures that no external documents or verbal agreements can alter the contract's terms, providing clarity and preventing disputes over prior statements or understandings.
Merger Clause and Modifications This Agreement contains all of the understandings and representations between Covanta and you relating to the Retention Bonus set forth herein and supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus and additional compensation considerations; provided, however, that this Agreement shall not supersede any other agreement between Covanta and you, and any such agreements shall remain in full force and effect. This Agreement may not be amended or modified unless in writing signed by both the signer of this Agreement (and/or his successor or delegate) and you.
9. Merger Clause. This Agreement and the Executive’s Employment Agreement, as amended, constitutes the final written expression of all terms of the agreement among the parties relating to the subject matter of this Agreement, and supersedes all prior agreements, understandings or arrangements between them relating to the subject matter hereof.
10. Merger Clause. This Agreement contains the final, complete and exclusive statement of the agreement between the parties with respect to the transactions contemplated herein and all prior or contemporaneous written or oral agreements with respect to the subject matter hereof are merged herein.
9. [MERGER CLAUSE] This Exchange Agreement supersedes all pnor agreements and understandings between the parties and may not be changed or terminated orally, and no attempted change, termination or waiver of any of the provisions hereof shall be binding unless in writing and signed by the parties hereto.
6. Merger Clause. Effective as of the date hereof, this Agreement contains the complete, full, and exclusive understanding of the Executive and the Company as to its subject matter and shall, on such date, and supersede any prior employment agreement between the Executive and the Company (and its affiliates). Any amendments to this Agreement shall be effective and binding on the Executive and the Company only if any such amendments are in writing and signed by both parties.
10.Merger Clause. Effective as of the Effective Date, this Agreement contains the complete, full, and exclusive understanding of Executive and the Company as to its subject matter and shall, on such date, and supersede any prior agreement between Executive and the Company regarding severance benefits. Any amendments to this Agreement shall be effective and binding on Executive and the Company only if any such amendments are in writing and signed by both Parties.
(6) Merger Clause: This Agreement contains the entire and only agreement between the Company and Employee regarding the subject matter of this Agreement. To the extent any provisions contained in the Employment Agreement conflict with any provisions contained in this Agreement, the terms of this Agreement shall supersede the conflicting provision(s) . Any oral or written promises or assurances related to the subject matter of this Agreement that are not contained in this Agreement are waived, abandoned, and withdrawn, and are without legal effect. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to sign this Agreement, except for those set forth in this Agreement.
14.2. Merger Clause. This Agreement shall constitute the entire agreement between the parties, and shall supersede all prior agreements, understandings and negotiations between the parties with respect to the subject matter hereof. If the parties entered into any earlier agreements (other than a confidentiality agreement), those agreements are hereby terminated and this Agreement shall be the sole agreement governing the parties’ relationship. A prior confidentiality agreement is not superseded by this Agreement and continues in full force and effect. However, to the extent that there is a conflict between this Agreement and the confidentiality agreement, this Agreement will control.
(i) Merger Clause; Amendment; Headings. This Agreement, together with the Severance Plan, constitutes the entire agreement of the Parties with respect to the subject matter hereof, supersedes and replaces all oral and written statements, conversations, and correspondence, and is intended by the Parties to be the final expression of their agreement on all terms and conditions set forth herein. This Agreement may only be modified, terminated or waived by a writing signed by the Party against whom enforcement of such modification, termination or waiver is sought. The captions and headings in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.
27. Merger Clause. This Omnibus Amendment constitutes the entire agreement of the Parties regarding the terms addressed herein. All prior oral and written agreements for all Parties are only those that are set forth herein, and none of the Parties is relying on any promise or representation not set forth in this Omnibus Amendment.
13. Merger Clause: This Agreement contains the entire and only agreement between the Company and Executive regarding the subject matter of this Agreement, and supersedes and invalidates any previous agreements or understandings between you and the Company with respect to the subject matter addressed herein. Any oral or written promises or assurances related to the subject matter of this Agreement that are not contained in this Agreement are waived, abandoned, and withdrawn, and are without legal effect.
10. Merger Clause; Amendment; Headings. This Agreement, together with the Consulting Agreement, the Severance Plan and Surviving Provisions and all exhibits or attachments hereto or thereto, constitute the entire agreement of the Parties with respect to the subject matter hereof, supersede and replace all oral and written statements, conversations, and correspondence, and are intended by the Parteies to be the final expression of their agreement on all terms and conditions set forth herein. If this Agreement conflicts with the Severance Plan or Surviving Provisions, this Agreement shall control. This Agreement may be modified, terminated, or waived only by a writing signed by the Party against whom enforcement of such modification, termination, or waiver is sought. The captions and headings in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.
25.Merger Clause. This Agreement is the final and complete agreement between the Parties regarding the subject matter hereof, and any prior or contemporaneous agreements regarding the subject matter hereof, whether oral or written, between the Parties are superseded by this Agreement. Neither Party is relying upon any prior representations or agreements, verbal or in writing, of any Party prior to the Effective Date.
Section 5.04Merger Clause. Effective as of the date hereof, this Agreement contains the complete, full, and exclusive understanding of Executive and the Company as to its subject matter and shall, on such date, and supersede any prior employment agreement between Executive and the Company (and its affiliates), including the Prior Agreement. Any amendments to this Agreement shall be effective and binding on Executive and the Company only if any such amendments are in writing and signed by both Parties.
25. Merger Clause. This Agreement is the final and complete agreement between the Parties regarding the subject matter hereof, and any prior or contemporaneous agreements regarding the subject matter hereof, whether oral or written, between the Parties are superseded by this Agreement. Neither Party is relying upon any prior representations or agreements, verbal or in writing, of any Party prior to the Execution Date.
33. Not an Offer/Merger Clause. The submission by the Landlord of this Lease shall not be construed as an offer to lease. This Lease and the exhibits, riders and/or addenda, if any attached, set forth the entire agreement between the parties. Any prior conversations or writings are merged herein and extinguished. No subsequent amendment to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed. If any provision contained in a rider or addenda is inconsistent with the provisions contained herein then the provisions contained in said rider or addenda shall supersede said provisions contained herein. The captions, numbers and index appearing herein are inserted only as a matter of convenience and are not intended to define, limit, construe or describe the scope or intent of any paragraph, nor in any way affect this Lease.
Section 8.1 Merger Clause . This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
12.2 Merger Clause. This Agreement and the other agreements, documents or instruments contemplated hereby shall constitute the entire agreement between the Parties, and shall supersede all prior agreements, understandings and negotiations between the Parties with respect to the subject matter hereof.
12.2 Merger Clause. This Agreement and the other agreements, documents or instruments contemplated hereby shall constitute the entire agreement between the Parties, and shall supersede all prior agreements, understandings and negotiations between the Parties with respect to the subject matter hereof.
Section 9.1 Merger Clause. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
Section 5.03 Merger Clause; Effectiveness. As of the Commencement Date, this Agreement (together with exhibits attached hereto) contains the complete, full, final and exclusive understanding between the Executive and the Company as to its subject matter hereof and supersedes and replaces any prior term sheets, understandings or agreements between the Executive and the Company (and its affiliates), including, without limitation, the Prior Employment Agreement. The effectiveness of this Agreement is expressly made subject to and conditioned upon the consummation of the Parent IPO; in the event the Parent IPO is not consummated, this Agreement shall have no force or effect. As of the Commencement Date, the Prior Employment Agreement shall terminate and be of no further force or effect.
Section 5.03 Merger Clause. As of the Commencement Date, this Agreement (together with exhibits attached hereto) contains the complete, full, final and exclusive understanding between the Executive and the Company as to its subject matter hereof and supersedes and replaces any prior term sheets, understandings or agreements between the Executive and the Company (and its affiliates).
12.26 Merger Clause/Counterparts. This Loan Agreement constitutes the entire agreement between Lender and Borrower with regard to the subject matter hereof, and supersedes all prior and contemporaneous communications, agreements and assurances, whether verbal or written. This Loan Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or email transmitted executed counterpart to this Loan Agreement and the other agreements, documents and instruments executed in connection herewith will be deemed an acceptable original for purposes of consummating this Loan Agreement and such other agreements, documents and instruments; provided, however, Borrower shall be required to deliver to Lender original executed signature pages in substitution for said facsimile or email transmitted signature pages upon Lender’s request therefor.
Section 20.05. Merger Clause. This Lease (including the exhibits) contains the entire and only agreement between the parties regarding the lease of the Demised Premises, and no oral statements or representations or prior written matter not contained in this Lease shall have any force or effect.
9.13 Non-Merger Clause. The representations and warranties of each of the Parties hereto will not merge on the Closing and will survive the Closing for a period of two years from the Closing Date.
Section 20.05 Merger Clause. This instrument (including the exhibits) contains the entire and only agreement between the parties regarding the lease of the Premises, and no oral statements or representations or prior written matter not contained in this instrument shall have any force or effect.
48.14 MERGER CLAUSE This Lease supersedes and revokes all previous negotiations, arrangements, letters of intent, offers to lease, lease proposals, covenants, promises, assurances, agreements, representations, conditions, guarantees, statements and understandings, and information whether conveyed orally or in writing between the parties hereto or their respective representatives or any other person purporting to represent the Landlord or the Tenant. The Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and by executing and delivering this Lease, is not relying upon, and has not been induced to enter into this Lease by, any representations, except to the extent that the same are expressly set forth in this Lease or in other written agreement which may be made and executed between the parties concurrently with the execution and delivery of this Lease and shall expressly refer to this Lease, and no such representations not so expressly herein set forth shall be used in the interpretation or construction of this Lease, and Landlord shall have no liability for any consequences arising as a result of any such representations not so expressly herein set forth.
A Merger Clause, also known as an integration clause or entire agreement clause, is a provision commonly included in contracts that declares the written agreement to be the complete and final agreement between the parties. It indicates that all prior negotiations, understandings, and agreements are merged into the written document and are not binding unless they are explicitly stated in the contract.
You should use a merger clause in a contract when you want to ensure that the written agreement represents the final and complete terms between the parties. This clause is particularly useful:
To write an effective merger clause, you should:
Here is an example of a merger clause:
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, between the Parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties.
Merger clauses are commonly found in various types of contracts, including but not limited to:
Including a merger clause in these contracts helps provide clarity and legal certainty, minimizing potential disputes over terms.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
This clause explicitly states that the agreement between the parties does not create an agency relationship. Each party operates independently and does not have the authority to act on behalf of or bind the other party in any manner.
The "Notice and Opportunity to Cure" clause requires a party to inform the other party of any breaches or defects and allows a specified period for the offending party to remedy the issue before further action can be taken. This provision helps mitigate conflicts by facilitating problem resolution and allowing parties to maintain their contractual relationship.
The "Ownership of Proprietary Information" clause establishes that any proprietary information or intellectual property created, disclosed, or accessed during the course of the agreement remains the exclusive property of the originating party. This clause also typically includes provisions outlining how such information should be handled, protected, and used by the receiving party to prevent unauthorized disclosure or misuse.
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