Supersedes Any Prior Agreements

„This letter includes and must be the definitive expression of the parties` agreement and is a full and exclusive statement of the terms of sale in this matter, which replaces all previous written or written agreements or assurances, as well as any other oral or written communication between the parties regarding the purpose of this agreement. „a) When a written contract contains a clause stating that the document contains all contractual clauses („merger clause,“ „full contractual clause“), previous statements, commitments or agreements that are not included in the document are not included in the contract. Questions about the effectiveness of whole contractual clauses are increasingly being raised in litigation, particularly in disputes related to long-term contracts such as joint ventures, long-term supply contracts, long-term financing agreements or amendments and/or extensions of such agreements or agreements in which the parties have had a long period of activity. „This contract contains final and comprehensive agreement and agreement between the parties and is the full and exclusive declaration of its terms. This contract replaces all previous written or written agreements in this context. Questions often arise when disagreements about the importance and effect of such contracts or agreements occur and when a party attempts to look outside the terms of the contract to support a claim, defence or argument. 3 The parties` statements or statements prior to the conclusion of the contract are not negligible, however, even if a merger clause is included in the contract. They can be used to interpret the contract taking into account these previous statements or statements that may lead to a change in the written text of the contract or the adoption of a tacit clause. In summary, the parties should ensure that they are informed in advance of what was included prior to its execution and that it has been excluded from the contract. As we have seen, it is often necessary to include additional clauses in the contract in order to exclude unspoken clauses or pre-contract assurances or to include certain pre-contract agreements. Otherwise, a simple misunderstanding could lead to costly litigation.

(a) this agreement and the transaction documents contain the parties` full agreement and understanding of the sale and purchase of the sale shares and support and anenitance all previous agreements between the parties with respect to the sale and purchase; If, for whatever reason, the previous agreement is not expressly included, this earlier agreement may, in certain circumstances, give rise to a legally binding obligation, even if the contract contains a full contractual clause. This is due to the Estoppel doctrine by convention, which was recently discussed under the comprehensive contractual clauses contained in Mears Ltd/Shoreline Housing Partnership Ltd3. 4. Previous agreements and agreement by agreement – Finally, when entering into a contract, the parties should consider whether the pre-contract agreements are concluded and should be included in such a contract.