Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement, together with all Exhibits and Schedules attached hereto, contain all of the terms and conditions agreed upon or made by the parties hereto relating to the subject matter set forth herein and therein, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties hereto, oral or written, respecting such subject matter. 19 18. Amendments and Waivers. No provision of this Agreement may be amended, modified, waiv...ed or discharged except as agreed to in writing by the parties hereto. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. View More

Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement between Guarantors and Lender and supersedes all other prior agreements and understandings, both written and oral, between Guarantors and Lender with respect to the subject matter hereof.

Entire Agreement. This Release constitutes the sole and complete understanding and agreement between the Releasee and Releasors with respect to the matters set forth herein and supersedes all prior agreements between the Employee and Company, including the Offer Letter, and there are no other agreements or understandings, whether written or oral and whether made contemporaneously or otherwise (other than any confidentiality agreement that previously may have been entered into, the terms of which will survive exec...ution of this Release). No term, condition, covenant, representation or acknowledgment contained in this Release may be amended unless made in writing and signed by the Employee and the Company or its successors or assigns. View More

Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes in all respects any prior or other agreement (including, but not limited to, the Prior Agreement) or understanding, written or oral, between the Company or any affiliate of the Company and Executive with respect to such subject matter. For the avoidance of doubt, Executive acknowledges and agrees that the Company has satisfied all obligations that it has owed, and ...that it ever could owe, under the Prior Agreement and that Executive has no further rights thereunder. Each subsidiary of GulfMark is an intended third-party beneficiary of this Agreement and may enforce its rights hereunder as though it were a party hereto. View More

Entire Agreement. This Agreement, including all terms and conditions specified in any of the Schedules attached hereto, supersedes all prior or contemporaneous agreements and understandings between the Parties, verbal or written, express or implied, relating to the subject matter hereof. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to Employee. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept this Agreement, except for those set forth in this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements and the Long-Term Incentive Award Claw... Back Agreement, except as modified herein, executed by Employee shall remain in full force and effect. View More

Entire Agreement. This Agreement together with Exhibits A and B hereto and (i) that certain Amended and Restated Deferred Compensation Agreement between the Partnership and the Executive dated as of December 31, 2008, (ii) that certain Deferred Compensation Agreement between Alliance Energy LLC and the Executive dated as of September 23, 2009, 11 (iii) that certain Supplemental Executive Retirement Plan for Edward J. Faneuil made effective December 31, 2009 (the "SERP"), and (iv) those certain Global Partners LP ...Long-Term Incentive Plan Grants of Phantom Units to the Executive dated June 27, 2013 and August 16, 2017, constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to such subject matter. Without limiting the scope of the preceding sentence, all understandings and agreements other than this Agreement and the deferred compensation agreements and the SERP referenced in the preceding sentence and relating to the subject matter hereof are hereby null and void and of no further force and effect, including, without limitation, all prior employment and severance agreements, if any, by and between the Company and the Executive. View More

Entire Agreement. Any agreements, warranties, or representations not expressly contained herein shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for damages by reason of any statement, representation, warranty, promise or agreement, if any, not contained in this Lease. This Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, whether written or oral, between Landlord and its agents and Tenant and i...ts agents with respect to the Project or this Lease. This Lease constitutes the entire agreement between the parties hereto and no addition to, or modification of, any term or provision of this Lease shall be effective until and unless set forth in a written instrument signed by both Landlord and Tenant. View More

Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement and any Investment Representation statement executed and delivered to Company by Optionee shall constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and is governed by Delaware law except for that body of law pertaining to conflict of laws. ...Submitted by: Accepted by: OPTIONEE: Assembly Biosciences, Inc. By: Name: Title: Address: Address: EX-10.2 4 tv495357_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 ASSEMBLY BIOSCIENCES, INC. 2018 Stock Incentive Plan NOTICE OF STOCK OPTION GRANT Grant Number [Name] [Address] You have been granted an option to purchase Common Stock of Assembly Biosciences, Inc. (the "Company"), as follows: Date of Grant [●] Vesting Commencement Date [●] Exercise Price per Share $[●] Total Number of Shares Granted [●] Total Exercise Price $[●] Type of Option: Incentive Stock Option Nonstatutory Stock Option Term/Expiration Date: 10 years Vesting Schedule: [●] [1/4 to vest on the first anniversary of the vesting commencement date; and thereafter 1/36 of remaining option shares to vest each month thereafter for 36 months; in each case subject to your Continuous Services through each vesting date and otherwise in accordance with the terms and conditions of the Plan (as defined below) and the Stock Option Agreement attached hereto. Shares to vest on any vesting date shall be rounded down to nearest whole number. Monthly installments shall take into effect prior rounding so that each monthly installment including the last installment is approximately the same. On the fourth anniversary of the vesting commencement date, assuming Continuous Service, the options shall be fully vested. Upon the termination of your employment by the Company for any reason other than for Cause within 6 months following the occurrence of a Corporate Transaction, all unvested options shall immediately vest.] Termination Period: Vested option may be exercised for up to 90 days after termination of Continuous Service [, unless otherwise provided in your employment agreement]. By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Assembly Biosciences, Inc. 2018 Stock Incentive Plan (the "Plan") and the Stock Option Agreement, all of which are attached and made a part of this document. Capitalized terms used in this Notice of Stock Option Grant and not otherwise defined herein shall have the meaning assigned to such term in the Plan. Dated: OPTIONEE: ASSEMBLY BIOSCIENCES, INC. By: [Name] Name: Title: ASSEMBLY BIOSCIENCES, INC. STOCK OPTION AGREEMENT 1. Grant of Option. Assembly Biosciences, Inc. (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee") an option (the "Option") to purchase a total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the Assembly Biosciences, Inc. 2018 Stock Incentive Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option. If designated an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code, or any successor provision. View More

Entire Agreement. This Amendment and the Lease together contain the entire understanding of the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any guarantees, promises, representations or warranties not herein or therein contained and hereinafter made shall have no force and effect unless in writing, and executed by the party or parties making such guarantees, promises, representations or warranties. Neither this Amendment nor the L...ease nor any portion or provisions hereof or thereof may be amended, cancelled, changed, discharged, modified, supplemented, terminated or waived orally or by any course of dealing or in any manner other than by an agreement in writing, signed by the party to be charged. View More