Entire Agreement Contract Clauses (18,614)

Grouped Into 967 Collections of Similar Clauses From Business Contracts

This page contains Entire Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares. (b) The Company ac...knowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Agreement represents the entire agreement between the Company, on the one hand, Company and the Underwriters, on the other, Managers with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, Registration Statement, Prospectus Supplement or the Prospectus, the conduct ...of the offering, offering and the purchase sale and sale distribution of the Shares. (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have each Manager has acted and will act at arm's length, are not agents of, length and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe each Manager owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters each Manager may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriters Managers arising from an alleged breach of fiduciary duty in connection with the offering sale and distribution of the Shares. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offerin...g, and the purchase and sale of the Shares. (b) The Company acknowledges and the Selling Shareholders acknowledge that in connection with the offering of the Shares: (i) the Underwriters have acted at arm's arms length, are not agents of, and owe no fiduciary duties to, the Company Company, the Selling Shareholders or any other person, (ii) the Underwriters owe the Company and the Selling Shareholders only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. Company and the Selling Shareholders. The Company waives and the Selling Shareholders waive to the full extent permitted by applicable law any claims it they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. View More
Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, Securities, represents the entire agreement between the Company, on the one hand, Company and the Underwriters, on the other, Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale ...of the Shares. Securities. (b) The Company acknowledges that in connection with the offering of the Shares: Securities: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to 19 the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
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Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Entire Agreement. This Agreement constitutes and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereo...f. View More
Entire Agreement. The Plan is incorporated herein by reference. A copy of the Plan may be obtained from the Corporation. This Agreement constitutes and the Plan constitute the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes supersede all prior undertakings and agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Entire Agreement. This Agreement constitutes and the relevant provisions of the Employment Agreement embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, both written and oral, between the parties with respect understandings relating to the subject matter hereof.
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Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company's certificate of incorporation and bylaws and applicable law, and shall not be deemed a substitute therefor, and does not diminish or abro...gate any rights of Indemnitee thereunder. View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company's certificate of incorporation and bylaws and applicable law, and shall not be deemed a substitute therefor, and does not diminish or abro...gate any rights of Indemnitee thereunder. law. View More
Entire Agreement. This Subject to Section 11 hereof, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements agreements, understandings and understandings, oral, negotiations, written and implied, oral, between the parties hereto with respect to the subject matter hereof; of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Company's certificate Certificate of incorpor...ation Incorporation, Bylaws, the DGCL and bylaws and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder. View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the indemnification provided in the Company's certificate of incorporation and bylaws and applicable law, and shall not be deemed a substitute therefo...r, and does not diminish or abrogate any rights of Indemnitee thereunder. law. View More
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Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, indu...cements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect. View More
Entire Agreement. This Agreement together with the Plan supersede supersedes any and all other prior understandings and agreements, either oral or in writing, between the parties hereto (including, without limitation, the Prior Agreement and any term sheet related hereto) with respect to the subject matter hereof employment of the Executive by the Company and constitute the sole and only contains all agreements between the parties with respect to the said subject matter. All prior negotiations and agreements betw...een the parties with respect to the subject matter hereof are merged into this Agreement. such employment. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party party, or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan herein, and that any no other agreement, statement, or promise that is not contained in this Agreement or the Plan shall not will be valid or binding or binding. Any modification of any force or effect. this Agreement will be effective only if it is in writing signed by the party to be charged. View More
Entire Agreement. This Agreement together with the Plan supersede supersedes any and all other prior understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof and constitute Services to be rendered by the sole and only agreements between the parties with respect Consultant to the said subject matter. All prior negotiations Company and contains all of the covenants and agreements between the parties with respect to the subject matter hereof are m...erged into this Agreement. Services to be rendered by the Consultant to the Company in any manner whatsoever. Each party to this Agreement agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party party, or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan herein, and that any no other agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect. on either party. View More
Entire Agreement. This Agreement Agreement, together with the Plan Plan, supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof in this Agreement and constitute the sole and only agreements between the parties with respect to the said subject matter. All matter in this Agreement. Except for the Employment Agreement between the Participant and the Company (if any), all prior negotiations and agreements between the pa...rties with respect to the subject matter hereof in this Agreement are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect. Except for the specific representations expressly made by the Company in this Agreement, the Participant specifically disclaims that the Participant is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. The parties represent that they are relying solely and only on their own judgment in entering into this Agreement. View More
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Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of... the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. View More
Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. Company. The Corporation Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect... the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 4 14. Limitation on Participant's Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Share Units, and rights no greater than the right to receive the Ordinary Shares as a general unsecured creditor with respect to Share Units, as and when payable hereunder. View More
Entire Agreement. This Option Agreement and (and, if the Plan together constitute Participant is a U.S. employee, any Service Agreement as to any accelerated vesting right as contemplated by Section 5.3, but only as to such an accelerated vesting right) constitutes the entire agreement and supersede supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The In the event of any conflict between this Option Agreement, the Plan and Servic...e Agreement (if any) in effect, the terms of this Option Agreement shall control. Notwithstanding the foregoing, the treatment of the Option upon a Termination of Service and/or a Change in Control shall be as set forth in the Service Agreement (if any) in effect between the Corporation or any Subsidiary in the event of any conflict with the Plan or this Option Agreement. This Option Agreement may be amended pursuant by the Administrator from time to Section 8.6 of the Plan. Such time, provided that any such amendment must be in writing and signed by the Corporation. Except as otherwise described in the Plan, any such amendment that materially and adversely affects the Participant's rights under this Option Agreement requires the consent of the Participant in order to be effective with respect to the Option, provided that such consent shall not be required if the Administrator determines, in its sole and absolute discretion, that the amendment is required or advisable in order for the Corporation or this Option to satisfy applicable law, to meet the requirements of any accounting standard or to avoid any adverse accounting treatment. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. View More
Entire Agreement. This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such This Award Agreement may be amended by the Board from time to time. Any such amendment must be in writing and signed by the Corporation. Any such amendment that materially and adversely affects the Parti...cipant's rights under this Award Agreement requires the consent of the Participant in order to be effective with respect to the Award. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. View More
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Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive's employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive's relationship with the Company, with the exception of the Confidentiality Agreement, Indemnif...ication Agreement and the Stock Agreements. View More
Entire Agreement. This Agreement Agreement, together with the Plans and the related equity award agreements, represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive's employment relationship with and separation from the Company and the events leading thereto and associated therewith, Company, and supersedes and replaces any and all prior agreements and understandings understandings, whether oral or written, concerning the su...bject matter of this Agreement and Executive's employment relationship with the Company, with the exception of the Confidentiality Agreement, Indemnification Agreement and the Stock Agreements. Company. View More
Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Executive Employee concerning the subject matter of this 6 Agreement and Executive's Employee's employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive's Employee's relationship with the Company, with including the exception... of Offer Letter, but excluding the Confidentiality Agreement, Indemnification Agreement and the Stock Agreements. Equity Award agreements and Company plan(s) under which such Equity Awards were granted. View More
Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Agreement, Executive's employment with and separation from the Company Company, and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive's relationship with the Company, such matters, with the exception of the I...ndemnification Agreement, the Confidentiality Agreement, Indemnification Agreement and the Stock Agreements. applicable equity agreements between Executive and the Company. View More
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Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach ...of the Agreement. View More
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statem...ents not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. View More
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statements not... contained in this Agreement. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. View More
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statem...ents not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. Whenever in this Agreement the word "including" is used, it shall be deemed to be for purposes of identifying only one or more of the possible alternatives, and the entire provision in which such word appears shall be read as if the phrase "including without limitation" were actually used in the text. View More
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Entire Agreement. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Entire Agreement. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT AMENDMENT, AND THE OTHER LOAN DOCUMENTS DOCUMENTS, REPRESENT THE FINAL AGREEMENT AMONG BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG BETWEEN THE PARTIES.
Entire Agreement. THIS AMENDMENT JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG BETWEEN THE PARTIES. [Remainder of page intentionally left blank. Signature pages follow.]
Entire Agreement. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG BETWEEN THE PARTIES.
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Entire Agreement. This Agreement embodies the entire agreement between the Employers and the Executive with respect to the matters agreed to herein. All prior agreements, including the Prior Agreement, between the Employers and the Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect.
Entire Agreement. This Agreement embodies the entire agreement between the Employers Bank and the Executive with respect to the matters agreed to herein. All prior agreements, including the Prior Agreement, between the Employers Bank and the Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect.
Entire Agreement. This Agreement embodies the entire agreement between the Employers Corporation and the Executive with respect to the matters agreed to herein. All prior agreements, including the Prior Agreement, agreements between the Employers Corporation and the Executive with respect to the matters agreed to herein herein, including but not limited to the Prior Agreement, are hereby superseded and shall have no force or effect. Notwithstanding the foregoing, nothing contained in this Agreement shall affect t...he agreement of even date being entered into between the Bank and the Executive. View More
Entire Agreement. This Agreement embodies the entire agreement between the Employers Company and the Executive Employee with respect to the matters agreed to herein. All prior agreements, including the Prior Agreement, agreements between the Employers Company and the Executive Employee with respect to the matters agreed to herein herein, including the Prior Agreement, are hereby superseded and shall have no force or effect.
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Entire Agreement. This Agreement, together with the Plan and the Notice, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement pro...vided, however, in any event, this Agreement shall be subject to and governed by the Plan. View More
Entire Agreement. This Agreement, together with including the Plan Schedules hereto and the Notice, constitutes other documents referred to herein which form a part hereof, embodies the entire agreement and understanding between the parties Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agre...ement or the Schedules hereto and the other documents referred to herein shall affect affect, or be used to interpret, change or restrict restrict, the express terms and provisions of this Agreement provided, however, in any event, this Agreement shall be subject to and governed by the Plan. Agreement. View More
Entire Agreement. This Agreement, together with the Plan and the Notice, Plan, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all 5 prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agree...ment provided, however, in any event, this Agreement shall be subject to and governed by the Plan. View More
Entire Agreement. This Agreement, together with the Plan Stock Option Grant Notice and the Notice, constitutes Plan, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict restrict, the e...xpress terms and provisions of this Agreement Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan. View More
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