Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement, together with the other Credit Documents and any other agreement, document or instrument referred to herein, constitute the final, exclusive and entire agreement and understanding of, and supersede all prior or contemporaneous, oral or written, agreements, understandings, representations and negotiations between, the parties relating to the subject matter of the Credit Documents, provided that this Agreement shall not supersede any reimbursement agreement (however titled) that ha...s been entered into specifically with respect to any "direct pay" standby letter of credit or other similar standby letter of credit where the terms of such reimbursement agreement have been drafted to specifically address the particular attributes of, or the particular circumstances of the underlying transaction supported by, such standby letter of credit. View More

Entire Agreement. This Agreement, including Recitals, constitutes the entire agreement of the parties with respect to the subjects specifically addressed herein, and supersedes any prior agreements, understandings, or representations, oral or written, on the subjects addressed herein. Notwithstanding the foregoing, to the extent the employee has an existing non-competition, confidentiality, and/or non-solicitation agreement in favor of Company and has breached or violated the terms thereof, Company may continue t...o enforce its rights and remedies under and pursuant to such existing agreement. -10- Employee's signature below indicates that Employee has read the entire Agreement, understands what Employee is signing, and is signing the Agreement voluntarily. Employee has the right to consult with counsel prior to signing this Agreement, and agrees that Company advised Employee to consult with an attorney prior to signing the Agreement. "EMPLOYEE" (Employee Signature) Printed Name: Date: "COMPANY" (Company Representative Signature) Printed Name: Title: Date: -11- EX-10.6 7 d446721dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement ("Agreement") is made by and between Zimmer Biomet Spine, Inc. d/b/a ZimVie, a Delaware corporation, and ___________________ ("Employee"). Recitals A. For purposes of this Agreement, the term "Company" means Zimmer Biomet Spine, Inc. and/or any or each of its affiliates, parents, or direct or indirect subsidiaries, as well as any successor-in-interest to Zimmer Biomet Spine, Inc. and/or to any of its direct or indirect subsidiaries, affiliates, or parents. B. Employee is employed or is being employed by Company in an executive and/or high-level managerial capacity in which Employee has or will have extensive access Confidential Information of Company, and/or is being offered certain equity incentives. C. Company has offered Employee employment and/or other valuable consideration, which may include without limitation such consideration as a job promotion, an increase in compensation, participation in bonus programs, and/or an equity award, contingent upon Employee's entering into this Agreement. Agreement NOW, THEREFORE, in consideration of the foregoing recitals, the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Employee agree to be legally bound as follows: 1. Acknowledgements. Employee acknowledges that Company is engaged in the highly competitive business of the development, manufacture, distribution, and sale of orthopedic- and musculoskeletal-related medical and surgical devices, products, applications, and services, including, but not limited to, the following product categories: dental, spine, bone healing, surgical (including MIS solutions), and/or biologics. Employee serves or will serve in an executive and/or high-level managerial capacity for Company and in that capacity Employee has and/or will have access to and has and/or will gain knowledge of substantial Confidential Information of Company across one or more of the Company's product categories. View More

Entire Agreement. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. D&B Team Member - [●] 2022 Restricted Stock Unit Award Agreement – Time Based 12. Waiver. No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or... subsequent breach or condition whether of like or different nature. View More

Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Agreement and other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by the Lender or Borrower concerning the matters covered by this Agreement and the other Loan Documents.

Entire Agreement. This Agreement and its Exhibit together with the License and Asset Purchase Agreement constitute the complete, final and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes and terminates any prior or contemporaneous agreements and/or understandings between the Parties, whether oral or in writing, relating to such subject matter. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or wri...tten, between the Parties other than as are set forth in this Agreement. No subsequent alteration, amendment, change, waiver or addition to this Agreement will be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. Each Party in deciding to execute this Agreement has retained counsel and has not relied on any understanding, agreement, representation or promise by the other Party that is not explicitly set forth herein. View More

Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter. 3 12. Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provis...ions or applications of this Agreement. View More

Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern. This Agreement does not affect any previous agreement between the parties unless such an agreement is specifically referenced herein. ...This Agreement will not be affected by any subsequent agreement between the parties unless this Agreement is specifically referenced therein. CEDAR will not be permitted to enforce any of its rights under this Agreement if so expressed by in writing by Gene Rosen's Law Firm. View More

Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby.

Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. EMULATE THERAPEUTICS, INC. By: Name: Chris E. Rivera Title: President and Chief Executive Officer HOLDER: John E. Kingma Tamara J. Kingma EMulate Therapeutics, Inc.ConfidentialConvertible Promisso...ry Note – Kingma EX-10.17 20 ex10-17.htm Exhibit 10.17 NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR ANY SECURITIES THAT MAY BE ISSUED UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY SIMILAR STATE LAW. NO OFFER, SALE OR OTHER DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAW, UNLESS SUCH REGISTRATION IS NOT REQUIRED THEREBY. AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUIRED TO OFFER, SELL OR OTHERWISE DISPOSE OF THIS CONVERTIBLE PROMISSORY NOTE OR ANY SECURITIES THAT MAY BE ISSUED UPON CONVERSION HEREOF. CONVERTIBLE PROMISSORY NOTE $141,921 February 5, 2021 Seattle, Washington For value received EMulate Therapeutics, Inc., a Washington corporation formerly known as Nativis, Inc. (the "Company"), promises to pay to John E. Kingma and Tamara J. Kingma or their permitted assigns (the "Holder") the principal sum of $141,921.00 ("Principal Amount"), with simple interest on the outstanding Principal Amount at the rate of 10.0% per annum. Such interest shall commence with the date hereof and shall continue on the outstanding principal until paid in full or converted. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. View More

Entire Agreement. This Agreement is being entered into as part of the Transition Agreement between the Client and Consultant, and will only become effective following execution and non-revocation of the Transition Agreement by Consultant and upon signature by the Client following receipt of the Transition Agreement. This Agreement and the Transition Agreement constitutes the entire understanding of the parties relating to the subject matter and supersedes any previous oral or written communications, representatio...ns, understanding, or agreement between the parties concerning such subject matter. This Agreement shall not be changed, modified, supplemented or amended except by express written agreement signed by Consultant and the Client. The parties have entered into separate agreements related to Consultant's previous employment relationship with Client. These separate agreements govern the previous employment relationship between Consultant and Client, have or may have provisions that survive termination of Consultant's relationship with Client under this Agreement, may be amended or superseded without regard to this Agreement, and are enforceable according to their terms without regard to the enforcement provision of this Agreement. View More