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In contract law, an integration clause, merger clause, (sometimes, particularly in the United Kingdom, referred to as an entire agreement clause) [1] is a clause in a written contract which declares that contract to be the complete and final agreement between the parties. It is often placed at or towards the end of the contract.
An integration clause (merger clause) can express that the agreement is complete and fully integrated. "There are no extraneous agreements or other understandings between the parties. The entire agreement is contained within the four corners of this document and any dispute to the meaning contained therein will be governed by this document."
The merger also refers to the doctrine whereby "a fee simple estate, once fragmented into present and future interests, can thereafter be reconstituted. 'Merger is the absorption of a lesser estate by a greater estate, and takes place when two distinct estates of greater and lesser rank meet in the same person or class of persons at the same time without any intermediate estate.' "[1 ...
After due diligence is complete, the parties may proceed to draw up a definitive agreement, known as a "merger agreement", "share purchase agreement," or "asset purchase agreement" depending on the structure of the transaction. Such contracts are typically 80 to 100 pages long and focus on five key types of terms: [16]
An integration clause in a contract, stating that the parties intend the writing to be a complete and exclusive statement of the terms of the agreement does not suffice to negate the importance of course of dealing, "because these are such an integral part of the contract that they are not normally disclaimed by general language in the merger ...
When a party to a contract claims that a material adverse change had occurred and refuses to complete the transaction on that ground, the other party may disagree and litigation may ensue. One notable example of this was the planned acquisition of SLM Corporation (formerly known as Sallie Mae ) by a group including Bank of America and JPMorgan ...
The APA is the legal mechanism for executing a corporate merger or acquisition. [1] The oil and gas industry does not distinguish between an asset and stock purchase in naming its related purchase agreement. In this industry, whether purchasing assets or stock, the definitive agreement is referred to as the purchase and sale agreement (PSA).
The merger doctrine in civil procedure stands for the proposition that when litigants agree to a settlement, and then seek to have their settlement incorporated into a court order, the court order actually extinguishes the settlement and replaces it with the authority of the court to supervise the behavior of the parties. [1]
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