Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto, including, without limitation, the Prior Agreement; provided, however, that the terms of this Agreement shall not supersede or replace any equity award made prior to the Effective Date. No severance or other termination payments are payable to Executive under the Prior Agreement or under any other plan or arrangemen...t of the Company in connection with the execution of this Agreement or the termination of the Prior Agreement. View More

Entire Agreement. This Agreement, together with the other documents referenced herein, reflects the complete agreement between the parties regarding the subject matter identified herein and shall supersede all other previous agreements, either oral or written, between the parties. The parties stipulate that neither of them, nor any person acting on their behalf has made any representations except as are specifically set forth in this Agreement and each of the parties acknowledges that it or he has not relied upon... any representation of any third party in executing this Agreement, but rather have relied exclusively on it or his own judgment in entering into this Agreement. View More

Entire Agreement. Upon the date hereof, this Employment Agreement supersedes all previous and contemporaneous communications, agreements and understandings between you, on the one hand, and the Company or any of its Affiliates, on the other hand, including the Offer Letter, and constitutes the sole and entire agreement between you and the Company pertaining to the subject matter hereof.

Entire Agreement. This Agreement contains all of the understandings and representations between the parties hereto pertaining to the matters referred to herein, and supersedes any and all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto, including any previous employment, severance and/or non-competition agreements. To the extent that a separate agreement currently exists which grants Executive stock options or other incentive or deferred compensation, ...those agreements remain in full force and effect, except to the extent that those agreements contain restrictive covenants in which case the provisions of Sections 13-17 shall be deemed applicable and replace all such similar provisions. View More

Entire Agreement. This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive (including the Prior Employment Agreement). This Agreement may be amended at any time by mutual written agreement of the parties hereto. -10- 14. Governing Law and Arbitration. This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of New York, without regard to princip...les of conflicts of laws. Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes. Any arbitral award determination shall be final and binding upon the parties. Judgment may be entered in any court having jurisdiction. Notwithstanding the foregoing, the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of Sections 7 or 8 hereof. Notwithstanding anything in this Agreement or any other agreement to the contrary, in the event a legal dispute occurs between the Company and the Executive, then the Company shall reimburse the Executive for his legal fees irrespective of whether the Executive is the prevailing party. View More

Entire Agreement. This Employment Agreement embodies the entire agreement and understanding of the parties hereto in respect of the Executive's employment with the Company contemplated by this Employment Agreement and supersedes all prior agreements, arrangements and understandings, oral or written, express or implied, between the parties with respect to such employment. Sections 6 and 7 of this Employment Agreement shall survive the termination of this Employment Agreement.

Entire Agreement. This Agreement contains all of the agreements between the parties relating to Executive's employment with the Company. The parties have no other agreements relating to Executive's employment, written or oral. This Agreement supersedes all other agreements, arrangements, and understandings relating to Executive's employment, and no such agreements, arrangements, or understandings are of any force or effect. The parties will execute and deliver to each other any and all such further documents and ...instruments, and will perform any and all such other acts, as reasonably may be necessary or proper to carry out or effect the purposes of this Agreement. View More

Entire Agreement. This Agreement is the entire agreement of the parties with respect to its subject matter and supersedes and replaces all other negotiations, discussions and prior or contemporaneous agreements between the parties, whether oral or written, with respect to the subject matter of Executive's employment with Company. For avoidance of doubt, this Agreement supersedes and replaces Executive's Change of Control Agreement with the Company dated August 14, 2017. 9 14. Binding Effect and Benefits. The righ...ts and obligations of Company and Executive under this Agreement shall inure to the benefit of and shall be binding upon the respective heirs, personal representatives, successors and assigns of Company and Executive. View More

Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supersedes any and all prior agreements between the parties hereto respecting the Executive's employment. In addition, no amendment or modification to this Agreement shall be valid unless set forth in writing and signed by each of the parties.

Entire Agreement. The parties intend for this Amendment and the Employment Agreement (as amended) to define the full extent of their legally enforceable undertakings. The parties do not intend that any representations or statements made in any prior conversations, discussions, negotiations, correspondence, or writings between them be legally enforceable, and this Amendment and the Employment Agreement (as amended) supersede all other agreements and understandings between them relating to the subject matter of eac...h. The parties will execute and deliver to each other any and all such further documents and instruments, and shall perform any and all such other acts, as reasonably may be necessary or proper to carry out or effect the purposes of this Amendment. View More