Entire Agreement Contract Clauses (18,614)

Entire Agreement. Employee agrees and acknowledges that no representation of fact or opinion has been made to induce Employee to enter into this Agreement or the General Release and Waiver of Claims contained herein, other than the terms of this Agreement itself. This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the terms associated with Employee's termination of employment and with respect to the rights and obligations of the parties going forward. This Agre...ement shall supersede all previous or contemporaneous negotiations, agreements, commitments, statements, and writings between the parties other than the Non-Competition and Confidentiality Agreements. Notwithstanding the foregoing, the obligations in Paragraphs 5-10 above of this Agreement shall be in addition to any other contractual or legal obligations of Employee including, but not limited to, such obligations as are set forth in separate agreements between Employee and the Company. View More

Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto as to the matters covered hereby and supersedes all prior understandings, written or oral, relating to such subject matter. Each of the parties acknowledges that no other party or its agent or attorney has made any promise, representation or warranty whatsoever, express or implied, and not contained herein, concerning the subject matter hereof to induce such party to execute or authorize the execution of this Agreemen...t and acknowledges that such party has not executed or authorized the execution of this Agreement in reliance upon any such promise, representation or warranty not contained herein. View More

Entire Agreement. This Compromise Agreement and Release contains the entire understanding and agreement between the parties hereto with respect to the matters referred to herein and, in conjunction with the Amendment No. 1 to Series B Warrant executed by the parties pursuant -3- hereto, supersedes any and all prior and contemporaneous commitments, undertakings and agreements, whether written or oral, with respect to the subject matter hereof. The parties further acknowledge and agree that parol evidence shall not... be required to interpret the intent of the parties. No other representations, warranties, covenants, undertakings, commitments, promises or other prior or contemporary agreements, whether oral or written, respecting such matters, which are not specifically incorporated herein, shall be deemed in any way to exist or bind either of the parties. The parties acknowledge that each party has not relied, in deciding whether to enter into this Compromise Agreement and Release on this Compromise Agreement and Release's expressly stated terms and conditions, on any representations, warranties, covenants, undertakings, commitments, promises or agreements, which are not expressly set forth within this Compromise Agreement and Release. View More

Entire Agreement. This Agreement, together with the Severance Agreement, the Change of Control Agreement and the Equity Award Agreements, constitutes the complete agreement and understanding of the parties with respect to the subject matter hereof and supersedes any other prior agreements or understandings of the parties (whether oral or written). This Agreement may be amended only in writing and signed by the Executive and Boulder Brands. The Executive acknowledges that no representative of Boulder Brands has ma...de any representation or promise to him concerning the terms or conditions of this Agreement or his separation from employment with Boulder Brands other than those expressly set forth in this Agreement. For the avoidance of doubt, each of the Executive and Boulder Brands acknowledges and agrees that the Executive's Severance Agreement, Equity Award Agreements, and the Change of Control Agreement remain in full force and effect in accordance with their terms, except as modified herein, provided that in no event shall the Executive be entitled to any additional payments or benefits under Section 3 of the Severance Agreement. View More

Entire Agreement. This Release constitutes the entire understanding between the parties. The parties have not relied on any oral statements that are not included in this Separation Agreement and Release of Claims. Any modifications to this Release must be in writing and signed by the Senior Vice President, Human Resources of HD Supply.

Entire Agreement. THIS SELLER NOTE, TOGETHER WITH THE PURCHASE AGREEMENT AND THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED AT THE CLOSING PURSUANT TO THE EXPRESS PROVISIONS OF THE PURCHASE AGREEMENT, CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT OF THE MAKER AND THE HOLDER HERETO IN RESPECT OF ITS SUBJECT MATTER, AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS (ORAL AND WRITTEN) AND NEGOTIATIONS BETWEEN OR AMONG THE MAKER OR THE HOLDER WITH REGARD TO SUCH SUBJECT MATTER.

Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including the Original Agreement and the Change of Control Agreement) and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to time without Employee's consent to the extent deemed nece...ssary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee. View More

Entire Agreement. This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications, agreements and understandings, whether oral or written, relating to the subject matter hereof. The language contained herein shall be deemed to be that negotiated and approved by both parties and no rule of strict construction shall be applied. [Remainder of Page Intentionally Left Blank] 11 JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, ...WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION. View More

Entire Agreement. This Agreement constitutes the entire understanding of the Parties, supersedes all prior oral or written agreements (except as expressly stated in this Agreement) (including, but not limited to, the Employment Agreement), and cannot be modified except by an express writing signed by both Parties in accordance with Section 18 above. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any Party, which are not set fort...h expressly in this Agreement. The Released Parties are express third party beneficiaries hereof. Notwithstanding the foregoing, this Agreement shall not be construed as altering, modifying, and supplanting or in any way changing or affecting the continued enforceability of Sections 4(g), 4(i), 5, 6, 13 and 18 of the Employment Agreement, which shall continue to survive and be in effect, except as otherwise expressly provided in this Agreement. View More

Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including but not limited to those made to or with Executive by any other Person and those contained in any prior employment, consulting or similar agreement, including... the Original Agreement, entered into by Executive and the Company or any predecessor thereto or Affiliate thereof) are merged herein and superseded hereby. View More