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, the Incentive Unit Agreement, the Award Agreements and those portions of the Employment Agreement that include the Restrictive Covenants constitute the entire agreement between Employee, on the one hand, and the Company or any of its affiliates (as applicable), on the other hand, with respect to the matters herein provided. Notwithstanding the foregoing, the restrictions set forth in Section 7 complement and are in addition to (and do not supersede or replace) all of Employee's o...bligations (whether contractual, statutory or at common law) with respect to non-disclosure, and the protection of, confidential information. No modifications or waiver of any provision hereof shall be effective unless in writing and signed by each Party.View More
Entire Agreement. This Agreement, the Incentive Unit Agreement, the Award Agreements and those portions of the Employment Agreement that include the Restrictive Covenants constitute the entire agreement between Employee, on the one hand, and the Company or any of its affiliates (as applicable), on the other hand, with respect to the matters herein provided. Notwithstanding the foregoing, the restrictions set forth in Section 7 complement and are in addition to (and do not supersede or replace) all of Employee's o...bligations (whether contractual, statutory or at common law) with respect to non-disclosure, and the protection of, confidential information. No modifications or waiver of any provision hereof shall be effective unless in writing and signed by each Party. Party.5 9.Governing Law and Jurisdiction. This Agreement shall be construed according to the laws of the State of Florida without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. View More
Entire Agreement. This Lease constitutes the entire agreement of Landlord and Tenant with respect to the matters covered hereby and those provisions of all prior agreements between the parties or entities owned or controlled in whole or in part by any party hereto are, to the extent such prior agreements relate to matters covered hereby, merged into this Lease, and the terms of this Lease shall in all respects be controlling over such portions of any such prior agreements. 15 38. Mechanics' Liens. No work perform...ed by Tenant pursuant to this Lease, whether in the nature of erection, construction, alteration or repair, shall be deemed to be for the immediate use and benefit of Landlord so that no mechanics' or other lien shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve the Premises. Tenant shall pay promptly all persons that furnish labor or materials with respect to any work performed by Tenant or its Contractors on or about the Premises. If any mechanics' or other lien shall at any time be filed against the Premises or the property of which the Premises are a part, by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Tenant or to anyone holding the Premises through or under Tenant, and regardless of whether any such lien is asserted against the interest of Landlord or Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including reasonable attorneys' fees incurred by Landlord either in defending against such lien or in procuring the bonding or discharge of such lien, together with interest thereon at ten percent (10%), shall be due and payable by Tenant to Landlord as Additional Rent.View More
Entire Agreement. This Lease constitutes the entire agreement of Landlord and Tenant with respect to the matters covered hereby and those provisions of all prior agreements between the parties or entities owned or controlled in whole or in part by any party hereto are, to the extent such prior agreements relate to matters covered hereby, merged into this Lease, and the terms of this Lease shall in all respects be controlling over such portions of any such prior agreements. 15 38. 22 44. Mechanics' Liens. No work ...performed by Tenant pursuant to this Lease, whether in the nature of erection, construction, alteration or repair, shall be deemed to be for the immediate use and benefit of Landlord so that no mechanics' or other lien shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve the Premises. Tenant shall place such contractual provisions as Landlord may request in all contracts and subcontracts for Tenant's improvements assuring Landlord that no mechanics' liens will be asserted against Landlord's interest in the Premises or the property of which the Premises are a part. Said contracts and subcontracts shall provide, among other things, the following: That notwithstanding anything in said contracts or subcontracts to the contrary, Tenant's contractors, subcontractors, suppliers and materialmen (hereinafter collectively referred to as "Contractors") will perform the work and/or furnish the required materials on the sole credit of Tenant; that no lien for labor or materials will be filed or claimed by the Contractors against Landlord's interest in the Premises or the property of which the Premises are a part; that the Contractors will immediately discharge any such lien filed by any of the Contractors' suppliers, laborers, materialmen or subcontractors; and that the Contractors will indemnify and save Landlord harmless from any and all costs and expenses, including reasonable attorneys' fees, suffered or incurred as a result of any such lien against Landlord's interest that may be filed or claimed in connection with or arising out of work undertaken by the Contractors. Tenant shall pay promptly all persons that furnish labor or materials with respect to any work performed by Tenant or its Contractors on or about the Premises. If any mechanics' or other lien shall at any time be filed against the Premises or the property of which the Premises are a part, by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Tenant or to anyone holding the Premises through or under Tenant, and regardless of whether any such lien is asserted against the interest of Landlord or Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including reasonable attorneys' fees incurred by Landlord either in defending against such lien or in procuring the bonding or discharge of such lien, together with interest thereon at ten percent (10%), shall be due and payable by Tenant to Landlord as Additional Rent. View More
Entire Agreement. This Guarantee embodies the entire agreement between the Agent and the Investor, respectively, and Guarantors with respect to the guaranty by Guarantors of the Guaranteed Obligations of the Company. This Guarantee supersedes all prior agreements and understandings, if any, with respect to the guaranty by Guarantor of the Guaranteed Obligations of the Company. No condition or conditions precedent to the effectiveness of this Guarantee exist. This Guarantee shall be effective upon execution by Gua...rantor and delivery to Agent. This Guarantee may not be modified, amended or superseded except in a writing signed by Agent and Guarantors referencing this Guarantee by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The Transaction Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.View More
Entire Agreement. This Guarantee Guaranty embodies the entire agreement between the Agent and the Investor, respectively, and Guarantors with respect to the guaranty by Guarantors of the Guaranteed Obligations of the Company. This Guarantee supersedes all prior agreements and understandings, if any, Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations of the Company. Obligations. No condition or conditions precedent to the effectiveness of this Guarantee Guaranty exist. This Guarantee... Guaranty shall be effective upon execution by Guarantor and delivery to Agent. This Guarantee Guaranty may not be modified, amended or superseded except in a writing signed by Agent and Guarantors Guarantor referencing this Guarantee Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The Transaction Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.View More
Entire Agreement. This Agreement, together with the Restrictive Covenants and Section 13 of the Employment Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements between the Parties with respect to such matters, unless specifically provided otherwise herein. Service Provider agrees that Service Provider is not relying on any representations outside this Agreement. The Parties agree that the Employment Agreement (other than Sectio...ns 7, 8, 9 and 13 thereof) is superseded by this Agreement and of no further force or effect, and that the General Release in Section 3 hereof encompasses any and all claims under the Employment Agreement and the Award Agreements unless expressly provided otherwise in this Agreement.View More
Entire Agreement. This Agreement, together with the Restrictive Covenants and Section 13 Sections 7(f) and 12 of the Employment Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements between the Parties with respect to such matters, unless specifically provided otherwise herein. Service Provider Employee agrees that Service Provider Employee is not relying on any representations outside this Agreement. The Parties agree that the ...Employment Agreement (other than Sections 7, 8, 9 7(f), 9, 10, 11 and 13 12 thereof) is superseded by this Agreement and of no further force or effect, and that the General Release in Section 3 4 hereof encompasses any and all claims under the Employment Agreement and the Award Grant Agreements unless expressly provided otherwise in this Agreement. View More
Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the RSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee. By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agre...ement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.View More
Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the RSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee. By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agre...ement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein. 6 Exhibit 10(b) 19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. View More
Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the Option. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee. By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Ag...reement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.20.Global Addendum. Notwithstanding any provisions in this document to the contrary, the Option will also be subject to the special terms and conditions set forth on Appendix A for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Grant Agreement.8 EX-10.2 3 formofaward2023ltipstockop.htm EX-10.2 DocumentExhibit 10.2FORM OF AWARD FOR SECTION 16 OFFICERS[Logo] [Date] Equity Grant AgreementGE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan ("Plan")GE HealthCare Founders Stock Option Grant Agreement ("Grant Agreement") For <> ("Grantee") Grant DateOption Shares GrantedOption Exercise Price*OptionExpiration DateVesting ScheduleNumber of Option SharesVesting DateFebruary 1, 2023<>$February 1, 203350%February 1, 202550%February 1, 2026*Exercise price shall be no less than the Fair Market Value of a share of Common Stock on the Grant Date.View More
Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the Option. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee. By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Ag...reement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to 8 participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.20.Global Addendum. Notwithstanding any provisions in this document to the contrary, the Option will also be subject to the special terms and conditions set forth on Appendix A for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Grant Agreement.8 Agreement.9 EX-10.2 3 formofaward2023ltipstockop.htm formofaward-2023ltipstocko.htm EX-10.2 DocumentExhibit 10.2FORM OF AWARD FOR SECTION 16 OFFICERS[Logo] [Date] Equity Grant AgreementGE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan ("Plan")GE HealthCare Founders [Year] Stock Option Grant Agreement ("Grant Agreement") For <> ("Grantee") Grant DateOption Shares GrantedOption Exercise Price*OptionExpiration DateVesting ScheduleNumber of Option SharesVesting DateFebruary Date<><>$[Month] 1, 2023<>$February [Year]33%[Month] 1, 203350%February [Year]33%[Month] 1, 202550%February [Year]34%[Month] 1, 2026*Exercise [Year]*Exercise price shall be no less than the Fair Market Value of a share of Common Stock on the Grant Date. View More
Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Purchaser with respect to the matters covered hereby and supersedes all prior agreements and understanding with respect to such matters between the Company and the Purchaser.
Entire Agreement. This Agreement constitutes the entire agreement between the Company and the each Purchaser with respect to the matters covered hereby and supersedes all prior agreements and understanding with respect to such matters between the Company and the each Purchaser.
Entire Agreement. Except where specifically incorporated by reference herein, This Agreement constitutes and contains the entire agreement and understanding concerning EMPLOYEE'S termination of employment and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. This is an integrated document.
Entire Agreement. Except where specifically incorporated by reference herein, This Agreement constitutes and contains the entire agreement and understanding concerning EMPLOYEE'S termination of employment and the other subject matters addressed herein between the parties, Parties and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters matter hereof. This is an integrated document.
Entire Agreement. This Agreement shall constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to the subject matter herein, including, the Subject Agreements; provided that (i) the Equity Plans, (ii) any restrictive covenants to which Executive is otherwise subject pursuant to any agreement with the Company, the Parent or any of their affiliate...s, including, without limitation pursuant to the Confidentiality Agreement (as defined in the Employment Agreement), and Section 10 to the Employment Agreement, (iii) Section 6 of the Employment Agreement, and (iv) the Severance Plan shall continue in effect and not be modified by this Agreement. The Executive acknowledges and agrees that the Executive is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement. This Agreement may not be altered or modified other than in a writing signed by the Executive and an authorized representative of the Company.View More
Entire Agreement. This Agreement shall constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to the subject matter herein, including, the Subject Agreements; provided that (i) the Equity Plans, (ii) any restrictive covenants to which Executive is otherwise subject pursuant to any agreement with the Company, the Parent or any of their affiliate...s, including, without limitation pursuant to the Confidentiality Confidentiality, Non-Competition and Inventions Agreement (as defined in by and between Executive and the Employment Agreement), Company dated, March 16, 2012, and Section 10 to the Employment Agreement, (iii) Section 6 of the Employment Agreement, and (iv) the Severance Plan shall continue in effect and not be modified by this Agreement. The Executive acknowledges and agrees that the Executive is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement. This Agreement may not be altered or modified other than in a writing signed by the Executive and an authorized representative of the Company. View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the specific subject matter hereof and there are no representations, warranties or commitments except as set forth herein. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, of the parties hereto relating to the specific subject matter hereof. This Agreement may be amended, and any provision hereof waived, only by a writing executed by the party ...sought to be charged.View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the specific subject matter hereof and there are no representations, warranties or commitments except as set forth herein. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, of the parties hereto relating to the specific subject matter hereof. This Agreement may be amended, and any provision hereof waived, amended only by a writing executed by th...e party sought to be charged. parties hereto. View More