Merger clause samples

8.Merger Clause. The Parties represent and warrant that they have not been induced into signing this Settlement Agreement by any warranty, representation, promise, covenant or agreement made by or on behalf of any party or other party, other than is specifically set forth in this Settlement Agreement. The Parties represent that they have relied on the legal counsel of their respective attorneys, who are the attorneys of their own choice, and that the terms of this Settlement Agreement have been completely read and explained to them by their respective attorneys, and that those terms are fully understood and voluntarily accepted.

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.

13.11 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.

Section 9.Merger Clause. The Company shall not consolidate, merge or transfer all or a substantial portion of its assets without requiring the transferee to assume this Agreement and the obligations hereunder.

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 20.05.Merger Clause.This instrument (including the exhibits) contains the entireand 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.

With respect to the Gateway Net Lease Portfolio Mortgage Loan, four of the related Mortgaged Properties identified as FedEx (Baltimore), GoDaddy, Sikorsky Aircraft and Hitachi, collectively representing approximately 1.1% of the Initial Pool Balance by allocated loan amount, are subject to ground leases. With respect to each of the Hitachi and GoDaddy Mortgaged Properties, the related ground lease does not include a no-merger clause. As a result, the consent of the leasehold mortgagee is not required to merge the fee and leasehold estates. With respect to the Sikorsky Aircraft Mortgaged Property, the ground lease permits amendments to the lease without the lender’s consent. For each of the GoDaddy, Sikorsky Aircraft and Hitachi Mortgaged Properties, the lender required the related individual borrower to include a special member in its organizational structure. The consent of the related special member is required for any transfer that would result in a merger of the fee and leasehold estates with respect to the Hitachi and GoDaddy Mortgaged Properties. For each of the GoDaddy, Sikorsky Aircraft and Hitachi Mortgaged Properties, the consent of the special member is required for any amendment, modification, alteration or surrender of the ground lease. The related Whole Loan documents provide a loss recourse carveout in the event that any of the related individual borrowers terminates a special member without the prior written consent of the lender.