Florida Negotiating and Drafting the Merger Provision

State:
Multi-State
Control #:
US-ND1805
Format:
Word; 
PDF
Instant download

Description

This form provides boilerplate contract clauses that merge prior and contemporary negotiations and agreements into the current contract agreement. Several different language options are included to suit individual needs and circumstances.

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FAQ

An integration clause?sometimes called a merger clause or an entire agreement clause?is a legal provision in Contract Law that states that the terms of a contract are the complete and final agreement between the parties.

Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.

In the law of real property, the merger doctrine stands for the proposition that the contract for the conveyance of property merges into the deed of conveyance; therefore, any guarantees made in the contract that are not reflected in the deed are extinguished when the deed is conveyed to the buyer of the property.

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.

In contract law, the merger of contract and deed means any term or obligation in a land purchase contract is reflected in the deed which is then accepted by the buyer. Merger of contract and deed prevents discrepancies over the terms of a contract because the deed confirms the contract.

Provisions define the terms, conditions, and clauses in a contract that enable you to understand its expectations and limitations. Also, since a contract is a legally binding document, the provisions in the contract determine your legal right and obligations.

The merger agreement will already assign the rights and obligations under existing contracts to the buyer without a new, specific process for each existing agreement. In general, the principle of assignment makes business transactions more efficient and saves the parties from a complex legal process.

A Standard Clause for a contract governed by Florida law, also known as a "merger" or "integration" clause, which integrates all previous negotiations, representations, warranties, and agreements into the contract and indicates a final agreement on the terms and provisions.

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Florida Negotiating and Drafting the Merger Provision