Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to Employee's employment by the Company and supersedes all prior understandings and agreements, including but not limited to the July 1, 2012 Employment Agreement between the Company and Employee, whether oral or written, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged.

Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the employment of the Executive by the Bank and BCH and contains all of the covenants and agreements between the parties with respect to the employment of the Executive by the Bank and BCH; provided, that, this Agreement does not supersede or replace the rights and benefits under (i) the Indemnification Agreement specified in paragraph 5 of this Agreement, (ii) the Supplemental ...Executive Retirement Plan specified in paragraph 13(d) of this Agreement or (iii) any stock option or equity award agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. Each party to this Agreement acknowledges that no other 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 set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. View More

Entire Agreement. This Contract along with Kuraray's Terms and Conditions for Sale constitute the entire contract between the Parties regarding the subject matter described herein. The Terms and Conditions for Sale are attached hereto and marked as Attachment A. There are no other agreements, warranties, terms or conditions, expressed or implied, between the Parties.

Entire Agreement. This Agreement and the attached exhibit sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof.

Entire Agreement. This Agreement embodies the entire agreement between the Company and the Consultant, and, except as otherwise expressly provided herein, this Agreement shall not be affected by reference to any other document.

Entire Agreement. Employee and the Company agree that this Agreement contains the entire agreement between the parties, and supersedes all prior agreements or understandings between the parties, both written and oral, between the parties pertaining to matters encompassed in this Agreement, including, without limitation the Employment Agreement. Employee agrees that the Company has not made any promise or representation to him concerning this Agreement not expressed in this Agreement, and that, in signing this Agr...eement, he is not relying on any prior oral or written statement or representation by the Company, but is instead relying solely on his own judgment and his legal and tax advisors, if any. View More

Entire Agreement. This Agreement constitutes the entire agreement between the parties in respect of the assignments contemplated hereby and there are no warranties, representations, terms, conditions, or collateral agreements expressed or implied, statutory or otherwise, other than expressly set forth in this Agreement. This Agreement expressly supersedes and replaces any and all prior understandings or agreements between the parties with respect to the subject matter of this Agreement.

Entire Agreement. This RSU Award Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof and supersede all prior writings or understandings with respect to the grant of RSUs covered by this Award. The Participant acknowledges that any summary of the Plan or this RSU Award Agreement provided by the Company is subject in its entirety to the terms of the Plan and this RSU Award Agreement. References herein or in the Plan to this RSU Award Agreement incl...ude references to its Exhibits.18. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or description of the contents of any Section.19. Counterparts. This RSU Award Agreement may be executed in any number of counterparts, including via facsimile or PDF, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.20. Amendment. Except as otherwise provided in the Plan or Section 9, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.21. Disposition of Shares Issued. RSU Shares received following the vesting of RSUs may be sold by the Participant only on a date or dates, and in such amounts and manner, specified by the Administrator. Subject to the foregoing, and subject to the terms of Section 8 and the Plan, each calendar quarter that the Participant is issued RSU Shares, the Participant shall have the ability to sell that number of RSU Shares sufficient to cover taxes thereon at the applicable tax rate (or a rate provided by the Administrator). The Administrator will monitor demand, market conditions and other factors in determining whether the Participant may dispose of an additional number of RSU Shares in a given quarter. All dispositions of RSU Shares are subject to compliance with the terms of the Engagement Letter and Company policies as in effect from time to time.22. Acknowledgements and Representations. The Participant is acquiring the RSUs and, if and when the RSUs vest, will acquire the RSU Shares covered thereby solely for the Participant's own account, for investment purposes only, and not with a view to or an intent to sell or distribute, or to offer for resale in connection with any unregistered distribution, all or any portion of the RSUs or RSU Shares within the meaning of the Securities Act and/or any applicable state securities laws. The Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Award and the restrictions imposed on the RSUs and the RSU Shares. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to accept the Award. However, in evaluating the merits and risks of an investment in the Company, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. The Participant is aware that RSU Shares may be of no practical value. The Participant has read and understands the restrictions and limitations set forth in the Plan and this RSU Award Agreement, which are imposed on the RSUs and the RSU Shares. The Participant confirms that the Participant has not relied on any warranty, representation, assurance or promise of any kind whatsoever in entering into this RSU Award Agreement other than as expressly set out in this RSU Award Agreement or in the Plan. View More

Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Agreement shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other am...ounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith. View More

Entire Agreement. Except as otherwise provided herein, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous promises, agreements and representations not set forth in this Agreement as of the Effective Date with respect to the subject matter hereof.