Invalidity and Unreasonableness of Expectations Not Included in This Agreement Sample Clauses

This clause establishes that any expectations, understandings, or assumptions not explicitly stated within the agreement are considered invalid and unenforceable. In practice, it means that only the terms and obligations written in the contract are binding, and parties cannot later claim rights or duties based on prior discussions, side agreements, or personal expectations that were not incorporated into the final document. The core function of this clause is to ensure clarity and certainty by preventing disputes over unwritten or unreasonable expectations, thereby reducing the risk of misunderstandings and litigation.
Invalidity and Unreasonableness of Expectations Not Included in This Agreement. (a) The Members fear the uncertainty and the potential for discord that would exist if: (i) the unstated expectation of one or more Members can be used to gain advantage through litigation; or (ii) expectations stated or expressed outside the confines of this Agreement can become actionable even though not all Members agree with those expectations or have assented to them and even though some Members have expressed or may harbor conflicting expectations. (b) The Members therefore agree that: (i) it is unreasonable for any Member to have or rely on an expectation that is not reflected in this Agreement; (ii) any Member who has or develops an expectation contrary to or in addition to the contents of this Agreement has a duty to: (A) immediately inform the Managers; and (B) promptly seek to have this Agreement amended to reflect the expectation; (iii) the failure of a Member who has or develops an expectation contrary to or in addition to the contents of this Agreement to obtain an amendment of this Agreement as provided in Section 3.03(b)(ii) is evidence that the expectation was not reasonable and estops that Member from asserting that expectation as a basis for any claim against the Company or any other Member; and (iv) no Member has a duty to agree to an amendment proposed under Section 3.03(b)(ii) if the Member in good faith: (A) holds an inconsistent expectation; or (B) believes that the amendment is not in the best interests of the Company or is contrary to the legitimate self-interests of the Member.
View SourceView Similar (3)
Invalidity and Unreasonableness of Expectations Not Included in This Agreement. (a) The Members fear the uncertainty and the potential for discord that would exist if the unstated expectation of any Member can be used to gain advantage through litigation. (b) The Members therefore agree that: (i) it is unreasonable for any Member to have or rely on an expectation that is not reflected in this Agreement, the Articles of Organization or the Act; (ii) any Member who has or develops an expectation contrary to or in addition to this Agreement, the Articles of Organization or the Act has a duty to (A) immediately inform all other Members, and (B) promptly attempt to have this Agreement amended to reflect the expectation; (iii) the failure of a Member who has or develops an expectation contrary to or in addition to the contents of this Agreement to obtain an amendment of this Agreement as provided in Section 3.3(b)(ii) is evidence that the expectation was not reasonable and estops that Member from asserting that expectation as a basis for any claim against the Company or any other Member.
View Source
Invalidity and Unreasonableness of Expectations Not Included in This Agreement. The Members fear the uncertainty and the potential for discord that would exist if: (i) the unstated expectation of one or more Members can be used to gain advantage through litigation, or (ii) expectations stated or expressed outside the confines of this Agreement can become actionable even 1. CAPITAL ACCOUNTS‌
View Source
Invalidity and Unreasonableness of Expectations Not Included in This Agreement. (a) The Members fear the uncertainty and the potential for discord that would exist if: (i) the unstated expectation of one or more Members can be used to gain advantage through litigation; or (ii) expectations stated or expressed outside the confines of this Agreement can become actionable even though not all Members agree with those expectations or have assented to them and even though some Members have expressed or may harbor conflicting expectations. (b) The Members therefore agree that: (i) it is unreasonable for any Member to have or rely on an expectation that is not reflected in this Agreement; (ii) any Member who has or develops an expectation contrary to or in addition to the contents of this Agreement has a duty to: (A) immediately inform the other Unit Owning Party, the Management Committee and Manager, in writing; and (B) promptly seek to have this Agreement amended to reflect the expectation;
View Source

Related to Invalidity and Unreasonableness of Expectations Not Included in This Agreement

  • In this Agreement Any external loan, security, compensation, covenant or other compensation liabilities of the Pledgor’s (1) is required to be repaid or performed prior to the due date due to default; or (2) is due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected.

  • ENDING THIS AGREEMENT We may end this Agreement, close the Account or limit your right to access the Account at any time without telling you in advance. The Primary Cardholder may also end this Agreement by telling us. Even if this Agreement is cancelled, the Primary Cardholder is still responsible to pay all amounts owing on the Account. When the Agreement ends, benefits, services and coverages will automatically end, or we can cancel or change them at our discretion.