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. This Agreement constitutes the entire agreement between the Parties and, as of the Effective Date, supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, the Existing Agreement; provided, however, and for the avoidance of doubt, nothing herein shall be deemed to supersede the Restrictive Covenants Agreements, which remain in full force and effect as set forth in Section 6 above.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties and, as of the Effective Date, and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, the Existing Agreement; provided, however, and for the avoidance of doubt, nothing herein shall be deemed to supersede the Restrictive Covenants Agreements, Confidentiality Agreement, which remain remains in full force and effect as set fo...rth in Section 6 above. View More
Entire Agreement. This Agreement constitutes and the agreements referenced herein constitute the entire agreement between the Parties and, as of the Effective Date, supersedes and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, the Existing Agreement; provided, however, and for the avoidance of doubt, that nothing herein shall be deemed to supersede the Restrictive Covenants Agreements, Confidentiality Agr...eement, which remain remains in full force and effect as set forth in Section 6 above. View More
Entire Agreement. This Except as expressly provided in the Merger Agreement and any other agreements to which the Executive is or will be party in connection with the Transaction, this Agreement constitutes the entire agreement between the Parties and, as of the Effective Date, and supersedes and replaces all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, the Existing Prior Agreement; provided, however, and for the avo...idance of doubt, nothing herein shall be deemed to supersede the Restrictive Covenants Covenant Agreements, which remain in full force and effect as set forth in Section 6 above. View More
Entire Agreement. This Agreement constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating hereto and to the Executive's employment.
Entire Agreement. This Agreement constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating hereto and to the Executive's employment. subject matter contained herein.
Entire Agreement. This Agreement constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings understandings, including the Prior Agreement, relating hereto and to the Executive's employment.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive's employment, excluding any obligations with respect to the securities of the Company or the grant of any stock options, all of which shall remain in full force and effect in accordance with their terms; provided, however, that this Agreement shall not supersede any effective assignme...nt of any invention or other intellectual property to the Company or any of its Affiliates in effect on the Effective Date and shall not constitute a waiver by the Company or any of its Affiliates of any right that any of them now has or may now have under any agreement imposing obligations on the Executive with respect to confidentiality, non-competition, non-solicitation of employees, customers or independent contractors or like obligations.View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive's employment, excluding any obligations with respect to the securities of the Company or the grant of any stock options, all of which shall remain in full force and effect in accordance with their terms; provided, however, that this Agreement shall not supersede any effective assignme...nt of any invention or other intellectual property to the Company or any of its Affiliates in effect on the Effective Date and shall not constitute a waiver by the Company or any of its Affiliates of any right that any of them now has or may now have under any agreement imposing obligations on the Executive with respect to confidentiality, non-competition, non-solicitation confidentiality. Upon the Effective Date, the Consulting Agreement between the Company and Executive dated October 21, 2021 (the "Consulting Agreement") shall terminate, and Section 8 of employees, customers or independent contractors or like obligations. this Agreement shall replace any continuing obligations under Section 2.4 of the Consulting Agreement. View More
Entire Agreement. This Agreement Agreement, together with the Equity Award Agreement, constitutes the entire agreement between the parties and supersedes and terminates all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive's employment, excluding any obligations employment with respect to the securities of the Company or the grant of any stock options, all of which shall remain in full force and effect in accordance with their terms; Co...mpany; provided, however, that this Agreement shall not supersede any effective assignment of any invention or other intellectual property to the Company or any of its Affiliates in effect on the Effective Date and shall not constitute a waiver by the Company or any of its Affiliates of any right that any of them now has or may now have under any agreement imposing obligations on the Executive with respect to confidentiality, non-competition, non-solicitation of employees, customers or independent contractors or like obligations. obligations, of the Executive's obligations with respect to the securities of the Company or its Affiliates, and/or of any outstanding loans to the Executive from the Company or any of its Affiliates or any of their Employee Benefit Plans, all of which shall remain in full force and effect in accordance with their terms. View More
Entire Agreement. Except as provided below, this Agreement contains the entire agreement of the parties concerning Executive's employment with Company and Executive's severance compensation upon termination of such employment. This Agreement supersedes any and all other agreements, understandings, negotiations and discussions, either oral or in writing, between the parties hereto with respect to the employment of Executive by the Company and the termination of such employment, including the Prior Agreement; provi...ded, however, that this Agreement does not supersede the Indemnification Agreement dated June 28, 2016 by and between CVB and Executive, or - 18 - any stock option agreement, restricted stock agreement, deferred compensation plan or agreement, retirement plan or program, or COBRA rights under any health care plan or program under which Executive (or his beneficiaries) may be eligible to receive benefits. Each party to this Agreement acknowledges that he or it has been represented by legal counsel in entering into this Agreement, that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by an authorized representative of the Company and Executive.View More
Entire Agreement. Except as provided below, this Agreement contains the entire agreement of the parties concerning Executive's employment with Company and Executive's severance compensation upon termination of such employment. This Agreement supersedes any and all other agreements, understandings, negotiations and discussions, either oral or in writing, between the parties hereto with respect to the employment of Executive by the Company and the termination of such employment, including the Prior Agreement; [Amen...ded and Restated] Severance Compensation Agreement dated January 1, 2018; provided, however, that this Agreement does not supersede the Indemnification Agreement dated June 28, 2016 by and between CVB and Executive, __, 2016, or - 18 - any stock option agreement, restricted stock agreement, deferred compensation plan or agreement, retirement plan or program, or COBRA rights - 19 - under any health care plan or program under which Executive (or his beneficiaries) may be eligible to receive benefits. Each party to this Agreement acknowledges that he or it has been represented by legal counsel in entering into this Agreement, that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by an authorized representative of the Company and Executive. View More
Entire Agreement. This Amendment, together with the November 2016 SPA and November 2016 Notes, as amended to date, contains the entire agreement of the parties with respect to the matters contemplated hereby and thereby, and supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Amendment.
Entire Agreement. This Amendment, Waiver, together with the November 2016 SPA and November 2016 Notes, as amended to date, contains the entire agreement of the parties with respect to the matters contemplated hereby and thereby, and supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Amendment. Waiver.
Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements or understandings among the parties with respect to the subject matter hereof.
Entire Agreement. This Agreement contains and the agreements specifically referenced herein contain the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes supersede all prior agreements or understandings among the parties with respect to the subject matter hereof.
Entire Agreement. This Agreement, together with the Loan Agreement and the Note, contains the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements or understandings among the parties with respect to the subject matter hereof.
Entire Agreement. This Agreement contains and the Transaction Documents contain the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements or understandings among the parties with respect to the subject matter hereof.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Executive and the Company with respect to the subject matter hereof, and fully supersedes all prior and contemporaneous negotiations, understandings, representations, writings, discussions and/or agreements, whether oral or written, pertaining to or concerning the subject matter of this Agreement. No oral statements or other prior written materials, not specifically incorporated into this Agreement shall be of any forc...e or effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by Executive and the Company. Notwithstanding the above, this Agreement will have no impact on your 2019 compensation amounts (including 2019 bonuses and equity grants) to be determined in accordance with Company policy in the discretion of the Compensation Committee of the Board and you shall continue to remain eligible to receive such amounts. 5 12. Disclaimer of Reliance. Except for the specific representations expressly made by the Company in this Agreement, Executive specifically disclaims that Executive is relying upon or relied upon on 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
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Executive and the Company with respect to the subject matter hereof, and fully supersedes all prior and contemporaneous negotiations, understandings, representations, writings, discussions and/or agreements, whether oral or written, pertaining to or concerning the subject matter of this Agreement. No oral statements or other prior written materials, not specifically incorporated into this Agreement shall be of any forc...e or effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by Executive and the Company. CEO. Notwithstanding the above, this Agreement will have no impact on your 2019 2020 compensation amounts (including 2019 bonuses and equity grants) 2020 bonuses) to be determined in accordance with Company policy in the discretion of the Compensation Committee of the Board and you shall continue to remain eligible to receive such amounts. 5 12. Disclaimer of Reliance. Except Notwithstanding the above, You will not be eligible for the specific representations expressly made by the Company an equity grant in this Agreement, Executive specifically disclaims that Executive is relying upon or relied upon on 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. 2020. View More
Entire Agreement. This Agreement constitutes Agreement, the Non-Solicitation Agreements, the Confidentiality Agreements, and the Award Agreements constitute the entire agreement and understanding between the Executive and the Company Parties with respect to the subject matter hereof, and fully supersedes supersede all prior and contemporaneous negotiations, understandings, representations, writings, discussions and/or agreements, agreements between the Parties, whether oral or written, pertaining to or concerning... the subject matter of this Agreement. The Company and Employee acknowledge and agree that the Non-Solicitation Agreements, the Confidentiality Agreements, and the Award Agreements shall remain in full force and in effect after the Separation Date and that their respective obligations and duties thereunder are not in any way modified or superseded by this Agreement. No oral statements or other prior written materials, material not specifically incorporated into this Agreement shall be of any force or and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by Executive and the Company. Notwithstanding the above, all Parties to this Agreement will have no impact on your 2019 compensation amounts (including 2019 bonuses and equity grants) to be determined in accordance with Company policy in the discretion of the Compensation Committee of the Board and you shall continue to remain eligible to receive such amounts. 5 12. Agreement. SEVERANCE AND RELEASE AGREEMENT Page 7 19. Disclaimer of Reliance. Except for the specific representations expressly made by the Company in this Agreement, Executive Employee specifically disclaims that Executive Employee is relying upon or has relied upon on 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
Entire Agreement. Except as set forth herein, this Agreement and the Plan supersede all prior agreements, whether written or oral and whether express or implied, between the Participant and the Company relating to the subject matter of this Agreement. Notwithstanding the foregoing, to the extent that the Participant has entered into an employment agreement with the Company and the terms noted in such employment agreement are inconsistent with or conflicts with this Agreement, then the terms of the employment agre...ement will supersede the inconsistent or conflicting terms set forth herein as determined by the Board in accordance with Section 3(a) of the Plan. In all other respects, this Agreement shall remain in full force and effect.View More
Entire Agreement. Except as set forth herein, this This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all prior any other agreements, whether representations or understandings (whether oral or written or oral and whether express or implied, between the Participant and the Company relating implied) which relate to the subject matter of this Agreement. hereof. Notwithstanding the foregoing, to the extent that the Participant... has entered into an employment agreement with the Company and the terms noted in such employment agreement are inconsistent with or conflicts with this Agreement, then the terms of the employment agreement will supersede the inconsistent or conflicting terms set forth herein as determined by the Board in accordance with Section 3(a) of the Plan. In all other respects, this Agreement shall remain in full force and effect. View More
Entire Agreement. Except as set forth herein, this Agreement and the Plan supersede all prior agreements, whether written or oral and whether express or implied, between the Participant and the Company relating to the subject matter of this Agreement. Notwithstanding the foregoing, to the extent that the Participant has entered into an employment agreement with the Company and the terms noted in such employment agreement are inconsistent with or conflicts with this Agreement, then the terms of the employment agre...ement will supersede the inconsistent or conflicting terms set forth herein as determined by the Board in accordance with Section 3(a) of the then Plan. In all other respects, this Agreement shall remain in full force and effect. effect.19. Amendments. This Agreement may be amended or modified only by a written agreement signed by the Company and the Participant; provided, however, that the Board may amend or alter this Agreement and the Shares granted hereunder at any time, subject to the terms of the Plan. View More
Entire Agreement. The Award Agreement, including this Appendix A, Appendix B, and Appendix C and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.
Entire Agreement. The Award Agreement, including this Appendix A, A and Appendix B, and Appendix C and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.
Entire Agreement. Subject to the terms and conditions of the Plan, this Award Agreement expresses the entire understanding and agreement of Tyson and you with respect to the subject matter. In the event of any conflict or inconsistency between the terms of this Award Agreement and the terms applicable to stock incentive awards set forth in any employment agreement, offer letter, or other agreement or arrangement that you have entered into with Tyson and/or its Affiliates, the former will always control. In the ev...ent of any conflict between the provisions of the Plan and the terms of this Award Agreement, the provisions of the Plan will control unless this Award Agreement explicitly states that an exception to the Plan is being made. The Award has been made pursuant to the Plan and an administrative record is maintained by the Committee. Exhibit 10.3 11.Restrictions on Transfer of Award. You shall not dispose of the Award prior to the date unrestricted, vested shares in your name are delivered to you by Tyson pursuant to Section 5. Any disposition of the Award or any portion thereof shall be a violation of the terms of this Award Agreement and shall be void and without effect; provided, however, that this provision shall not preclude a transfer as otherwise permitted by the Plan.View More
Entire Agreement. Subject to the terms and conditions of the Plan, this Award Agreement expresses the entire understanding and agreement of Tyson and you with respect to the subject matter. In the event of any conflict or inconsistency between the terms of this Award Agreement and the terms applicable to stock incentive awards set forth in any employment agreement, offer letter, or other agreement or arrangement that you have entered into with Tyson and/or its Affiliates, affiliates, the former will always contro...l. In the event of any conflict between the provisions of the Plan and the terms of this Award Agreement, the provisions of the Plan will control unless this Award Agreement explicitly states that an exception to the Plan is being made. The Award has been made pursuant to the Plan and an administrative record is maintained by the Committee. Exhibit 10.3 11.Restrictions on Transfer of Award. You shall not dispose of the Award prior to the date unrestricted, vested shares in your name are delivered to you by Tyson pursuant to Section 5. Any disposition of the Award or any portion thereof shall be a violation of the terms of this Award Agreement and shall be void and without effect; provided, however, that this provision shall not preclude a transfer as otherwise permitted by the Plan.View More
