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. The Employment Agreement, as amended by this Amendment effective as of the Effective Date, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in the Employment Agreement and this Amendment.
Entire Agreement. The Employment Retention Agreement, as amended by this Amendment effective as of the Effective Date, Amendment, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which that are not expressly set forth in the Employment Retention Agreem...ent and this Amendment. View More
Entire Agreement. The Employment Agreement, Phantom Unit Agreements, as amended by this Amendment effective as of the Effective Date, Amendment, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in the Employment Agreem...ent Phantom Unit Agreements and this Amendment. View More
Entire Agreement. The Employment Agreement, Phantom Unit Agreements, as amended by this Amendment effective as of the Effective Date, Amendment, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in the Employment Agreem...ent Phantom Unit Agreements and this Amendment. View More
Entire Agreement. This Agreement and the Confidentiality Agreement together constitute the entire agreement between the Parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Services undertaken by the Advisor for the Company. This Agreement may only be changed by mutual agreement of authorized representatives of the Parties in writing.
Entire Agreement. This Agreement and Agreement, along with the Confidentiality Agreement together constitute Settlement Agreement, constitutes the entire agreement between the Parties parties relating to this subject matter and supersede supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The recitals shall be a part of this Agreement. The terms of this Agreement will govern all Services services undertaken by the Advisor Consultant for the Company. This Agreement ma...y only be changed by mutual agreement of authorized representatives of the Parties parties in writing. View More
Entire Agreement. This Agreement and the Confidentiality Agreement together constitute constitutes the entire agreement between the Parties parties relating to this subject matter and supersede supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Project Assignments and Services undertaken by the Advisor Contractor for the Company. This Agreement may only be changed by mutual agreement of authorized representatives of the Pa...rties parties in writing. View More
Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between Company or Affiliates and Executive concerning the subject matter hereof; including without limitation the Original Employment Agreement, the First Amended and Restated Employment Agreement and the Second Amended and Restated Employment Agreement.
Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between Company or Affiliates and Executive concerning the subject matter hereof; including without limitation the Original Employment Agreement, the First Amended and Restated Employment Agreement and the Second Amended and Restated Employment Agreement.
Entire Agreement. This Amendment and the Lease contain the entire agreement between Landlord and Tenant with respect to Tenant's leasing of the Premises. Except for the Lease and this Amendment, no existing agreements or understandings with respect to the Premises shall be valid or of any force or effect.
Entire Agreement. This Third Amendment and the Lease contain the entire agreement between Landlord and Tenant with respect to Tenant's leasing of the Premises. Except for the Lease and this Third Amendment, no existing prior agreements or understandings with respect to the Premises shall be valid or of any force or effect.
Entire Agreement. This Agreement, including all Exhibits hereto (which are incorporated herein by this reference), contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both Parties hereto. No waiver by either Pa...rty hereto of any term or provision of this Agreement or of any default hereunder shall affect such Party's rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.15. Further Assurance. Upon the reasonable request of the other Party, each Party hereto agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.16. No Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.17. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, representatives, successors and permitted assigns.18. Indemnification. Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive's service as an officer of Company remain in effect and survive the termination of Executive's employment under this Agreement as set forth in such governing documents or indemnification agreement.19. Nonqualified Deferred Compensation. (a) It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. 8 (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). (c) Because Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive's "Separation from Service" (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive's death or (ii) six months after Executive's Separation from Service (the "409A Deferral Period") as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive's expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (e) Notwithstanding any other provision of this Agreement, neither Company nor its subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.View More
Entire Agreement. This Agreement, including Agreement (together with all Exhibits hereto (which are incorporated herein by this reference), contains documents and instruments referred to herein) constitutes the entire agreement agreement, and understanding concerning supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof between hereof, including any prior employment or management continuity agreement under which the Parties heret...o. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both Parties hereto. No waiver by either Party hereto of any term or provision of this Agreement or of any default hereunder shall affect such Party's rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.15. Further Assurance. Upon the reasonable request of the other Party, each Party hereto Executive hereby agrees to take any waive all rights and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.16. No Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.17. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, representatives, successors and permitted assigns.18. Indemnification. Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive's service as an officer of Company remain in effect and survive the termination of Executive's employment under this Agreement as set forth in such governing documents or indemnification agreement.19. Nonqualified Deferred Compensation. (a) which is hereby terminated. 17 19. Section 409A. It is intended that any payment or benefit which the Executive is to be paid or provided pursuant to or in connection with this Agreement which is considered to be non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") Code, shall be paid and provided in a manner, and at such time and form, time, as complies with with, or is exempt from, the applicable requirements of Section 409A of the Code to avoid Code. In connection with effecting such compliance with, or exemption from, Section 409A of the unfavorable tax consequences provided therein for non-compliance. 8 (b) Code, the following shall apply: (a) Neither the Executive nor the Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner matter which would not be in compliance with with, or exempt from, Section 409A of the Code (including any transition or grandfather rules thereunder). (c) Because Code. (b) If the Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made payment or provision of benefits to be delivered in connection with the Executive's "Separation separation from Service" service (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until six (6) months after the earlier of (i) Executive's separation from service or, if earlier, the Executive's death or (ii) six months after Executive's Separation from Service (the "409A Deferral Period") as and to the extent required by under Section 409A of the Code. Payments In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the payment payments shall be made as otherwise scheduled. Any In the event such benefits subject are required to the rule be deferred, any such benefits may be provided under during the 409A Deferral Period at the Executive's expense, with and the Executive having a will have the right to reimbursement from the Company once as soon as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. (d) (c) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (d) For purposes of determining time of (but not entitlement to) the payment or provision of non-qualified deferred compensation under this Agreement subject to Section 409A of the Code in connection with the termination of the Executive's employment, termination of employment will be construed to mean a "separation from service" within the meaning of Section 409A of the Code where it is reasonably anticipated that the Executive will not perform any further services after that date or that the level of bona fide services that the Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services the Executive performed over the immediately preceding thirty-six (36) month period. (e) A "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code shall be determined on the basis of the applicable twelve (12)-month period ending on the specified employee identification date designated by the Company consistently for purposes of this Agreement and similar agreements or, if no such designation is made, based on the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code. 18 (f) Notwithstanding any other provision of the provisions of this Agreement, neither the Company nor its subsidiaries or affiliates shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered non-qualified deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code. View More
Entire Agreement. This Agreement, including all Exhibits hereto (which are incorporated herein by this reference), contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both Parties hereto. No waiver by either Pa...rty hereto of any term or provision of this Agreement or of any default hereunder shall affect such Party's rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.15. Further Assurance. Upon the reasonable request of the other Party, each Party hereto agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.16. No Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.17. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, representatives, successors and permitted assigns.18. Indemnification. Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive's service as an officer of Company remain in effect and survive the termination of Executive's employment under this Agreement as set forth in such governing documents or indemnification agreement.19. Nonqualified Deferred Compensation. (a) It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") "Code"), shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. 8 (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). (c) Because Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive's "Separation from Service" (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive's death or (ii) six months after Executive's Separation from Service (the "409A Deferral Period") as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive's expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (e) (d) Notwithstanding any other provision of this Agreement, neither Company nor its subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code. View More
Entire Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the parties hereto with respect to the subject matter hereof (including, without limitation, that certain Executive Employment Agreement dated effective January 1, 2016 by and between the Company and the Executive) and contains all of the covenants and agreements between the parties with respect to said subject matter in any manner whatsoever. Any modification of this Agreement will be effective only if i...t is in writing and signed by both the Executive and the Company.View More
Entire Agreement. This Agreement supersedes any and all other agreements, whether agreements (including, without limitation, that certain Executive Employment Agreement dated effective May 12, 2011 by and between the Company and the Executive), either oral or in writing, between the parties hereto with respect to the subject matter hereof (including, without limitation, that certain Executive Employment Agreement dated effective January 1, 2016 by and between the Company and the Executive) and contains all of the... covenants and agreements between the parties with respect to said subject matter in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing and signed by both the Executive and the Company. View More
Entire Agreement. This Agreement contains the entire agreement of the parties and, as of the Start Date, supersedes and replaces all prior agreements and understandings between the parties relating to the subject matter hereof.
Entire Agreement. This Agreement contains the entire agreement of the parties and, as of the Start Date, and supersedes and replaces all prior agreements and understandings between the parties relating to the subject matter hereof.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes and cancels (i) any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. CTI Employment Contract – Richtarich6 14. Notices. All notices, requests, demands and other commu...nications called for or contemplated hereunder shall be in writing and shall be deemed to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: (a) to the Company: Calmare Therapeutics, Inc. 1375 Kings Highway East Fairfield, Connecticut 06824 Phone: (203) 368-6044 Fax: (203) 368-5399 Attn: President & CEO with a copy to: Szaferman, Lakind, Blumstein & Blader, P.C. 101 Grovers Mill Road, Second Floor Lawrenceville, New Jersey 08648 Attn: Gregg Jaclin. Esq. Fax: (609) 275-4511 (b) to the Executive: To the latest address on file with the Company. All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes and cancels (i) any and all previous agreements, both written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. CTI Employment Contract – Richtarich6 14. 11 16. Notices. All notices, requests, demands and... other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: (a) to the Company: Calmare Therapeutics, Company at: Shuttle Pharmaceuticals Holdings, Inc. 1375 Kings Highway East Fairfield, Connecticut 06824 Phone: (203) 368-6044 Fax: (203) 368-5399 One Research Court, Suite 450 Rockville, MD 20850 Attn: President & CEO Chief Executive Officer Email: ***@*** with a copy to: Szaferman, Lakind, Blumstein & Blader, P.C. 101 Grovers Mill Road, Second CKR Law LLP 1330 Avenue of the Americas, 14th Floor Lawrenceville, New Jersey 08648 York, NY 10019 Attn: Gregg Jaclin. Megan J. Penick, Esq. Fax: (609) 275-4511 Email: ***@*** (b) to the Executive: To the latest address Executive as set forth on file with the Company. Schedule A hereto. All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder. View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes and cancels (i) any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. CTI Employment Contract – Richtarich6 14. 4 15. Notices. All notices, requests, demands and other... communications called for or contemplated hereunder shall be in writing and shall be deemed to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: (a) to the Company: Calmare Therapeutics, Inc. 1375 Kings Highway East Fairfield, Connecticut 06824 Phone: (203) 368-6044 Fax: (203) 368-5399 Company at: Symbid Corp. Marconistraat 16 3016 AK Rotterdam The Netherlands Phone +31(0) 10 4134 601 Attn: President & CEO Maarten van der Sanden with a copy to: Szaferman, Lakind, Blumstein & Blader, P.C. 101 Grovers Mill Road, Second CKR Law, LLP 1330 Avenue of the Americas, 14th Floor Lawrenceville, New Jersey 08648 York, NY 10019 Attn: Gregg Jaclin. Esq. Fax: (609) 275-4511 Scott Rapfogel (b) to the Executive: To the latest address Executive at: Address listed on file with the Company. Schedule A attached hereto. All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder. View More
Entire Agreement. Except as expressly modified by this Fifth Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of PDS and Executive.
Entire Agreement. Except as expressly modified by this Fifth Fourth Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of PDS Usio and Executive.
Entire Agreement. This Agreement contains the entire agreement of the parties with respect to Employee's employment by Employer. There are no other contracts, agreements or understandings, whether oral or written, existing between them except as contained or referred to in this Agreement.
Entire Agreement. This Agreement, together with the Non-Competition Agreement and Employee's offer letter from CyrusOne, contains the entire agreement of the parties with respect to Employee's employment by Employer. Employer, and supersedes any and all prior agreements between or among the parties. There are no other contracts, agreements agreements, or understandings, whether oral or written, existing between them except as contained or referred to in this Agreement.
