Entire agreement - GMSLA Provision

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GMSLA Anatomy™


In a Nutshell Clause 27.1:

27.1 Entire agreement: This Agreement is the entire agreement between the Parties on its subject matter. It supersedes all previous communications about the subjects matter
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2010 GMSLA full text of Clause 27.1:

27.1 This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
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2010 GMSLA: Full wikitext · Nutshell wikitext | GMLSA legal code | GMSLA Netting

Pledge GMSLA: Hard copy (ISLA) · Full wikitext · Nutshell wikitext |
1995 OSLA: OSLA wikitext | OSLA in a nutshell | GMSLA/PGMSLA/OSLA clause comparison table
From Our Friends On The Internet: Guide to equity finance | ISLA’s guide to securities lending for regulators and policy makers

Navigation
2010 GMSLA 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18 · 19 · 20 · 21 · 22 · 23 · 24 · 25 · 26 · 27 · Schedule · Agency Annex · Addendum for Pooled Principal Agency Loans

2018 Pledge GMSLA 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18 · 19 · 20 · 21 · 22 · 23 · 24 · 25 · 26 · 27 · 28 · Schedule · Agency Annex

Stock lending agreement comparison: Includes navigation for the 2000 GMSLA and the 1995 OSLA

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An entire agreement clause that illustrates the vacuity of entire agreement clauses. For a freshly executed 2010 GMSLA, with its schedule, is absolutely not the “entire agreement” between the parties, and for the brief period in time — between its execution and printing of the first transaction under it — where there really would be no additional agreements between the parties, the 2010 GMSLA itself is in a kind of locked-in, vegetative state in which none of those carefully negotiated terms do anything. Each and every loan under the 2010 GMSLA undermines, entirely, the entire agreement clause.

The JC can see a waise legal eagle holding up an index finger and intoning: “Ah, but, you see, the executed master agreement contemplates transactions under it, so those transactions are part of the entire agreement. Thus, it is the case that this is the entire agreement.”

To you, sir, I say put away this piffle, this poppycock. What this means is that the executed master agreement contemplates that it is but a framework — the architectural underpinnings that make possible a later, greater agreement that is yet to come — an exoskeleton to be dressed, decorated and adorned later by subsequently, separately recorded agreements that are not even subordinate to it, but supervene it in every respect by which they differ. The 2010 GMSLA is absolutely not an entire agreement. This is to say “this agreement, as subsequently appended, amended, transacted or redacted, is the entire agreement”. If that’s what you mean, well — thanks for writing in.