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 (together with the NDIAA and Grant Agreement) embodies the entire agreement of the Parties respecting the matters within its scope, supersedes all prior and contemporaneous agreements of the Parties that directly or indirectly bears upon the subject matter hereof. There are no representations, promises, understandings, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. Any prio...r negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect, except for the NDIAA and Grant Agreement, which shall continue in full force and effect and are hereby reaffirmed. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company's and each Company Entity's rights under any existing or future confidentiality, trade secret, proprietary information, non-interference, non-solicitation, restrictive covenant, inventions or similar agreement to which the Executive is a party or otherwise bound shall continue in full force and effect.View More
Entire Agreement. This Agreement (together with the NDIAA and Grant Agreement) embodies the entire agreement of the Parties respecting the matters within its scope, supersedes all prior and contemporaneous agreements of the Parties that directly or indirectly bears upon the subject matter hereof. There are no representations, promises, understandings, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. Any prio...r negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect, except for the NDIAA and Grant Agreement, which shall continue in full force and effect and are hereby reaffirmed. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company's and each Company Entity's rights under any existing or future confidentiality, trade secret, proprietary information, non-interference, non-solicitation, restrictive covenant, inventions or similar agreement to which the Executive is a party or otherwise bound shall continue in full force and effect. 12 19. Modifications. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement has received advance written approval from the Board and is executed by both of the Parties hereto. View More
Entire Agreement. This Agreement, including any exhibits attached hereto or documents expressly referred to herein, contains the entire agreement between the Company and Executive and supersedes and cancels any and all other agreements, whether oral or in writing, between the Company and Executive regarding Executive's employment with the Company. Any conflict regarding the meaning of defined terms or the terms and conditions contained in this Agreement and the exhibits and documents referenced herein, in each ca...se relating to Executive's employment with the shall be resolved in favor of the meaning set forth herein. -9- 11. Interpretation and Severability. The provisions of this Agreement shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties hereto, but if for any reason any provision hereof is determined to be unenforceable or invalid, such provision or such part thereof as may be unenforceable or invalid shall be deemed severed from this Agreement and the remaining provisions shall be carried out with the same force and effect as if the severed provision or part thereof had not been a part of this Agreement.View More
Entire Agreement. This Agreement, including any exhibits attached hereto or documents expressly referred to herein, contains the entire agreement between the Company and Executive and supersedes and cancels any and all other agreements, whether oral or in writing, between the Company and Executive regarding Executive's employment with the Company. Any conflict regarding the meaning of defined terms or the terms and conditions contained in this Agreement and the exhibits and documents referenced herein, in each ca...se relating matters referred to Executive's employment with the shall be resolved in favor of the meaning set forth herein. -9- 11. 8 10. Interpretation and Severability. The provisions of this Agreement shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties hereto, but if for any reason any provision hereof is determined to be unenforceable or invalid, such provision or such part thereof as may be unenforceable or invalid shall be deemed severed from this Agreement and the remaining provisions shall be carried out with the same force and effect as if the severed provision or part thereof had not been a part of this Agreement. View More
Entire Agreement. This Agreement supersedes any and all agreements, either oral or in writing, between the parties with respect to the employment of Executive by the Bank and/or the Corporation and this Agreement contains all the covenants and agreements between the parties with respect to employment. This Agreement specifically releases all parties of any rights and obligations under the 2016 Employment Agreement and said 2016 Employment Agreement and all amendments thereto, are hereafter null and void.
Entire Agreement. This Agreement supersedes any and all agreements, either oral or in writing, between the parties with respect to the employment of the Executive by the Bank and/or the Corporation and this Agreement contains all the covenants and agreements between the parties with respect to employment. This Agreement specifically releases all parties of any rights and obligations under the 2016 Executive Employment Agreement and said 2016 Employment Agreement of April 15, 2009, and all amendments thereto, and ...said agreement and amendments are hereafter null and void. View More
Entire Agreement. This Agreement, together with any and all other written agreement(s) made contemporaneously herewith and applicable incentive and benefits plans of Digimarc, constitute the entire agreement between the parties with respect to Executive's employment by Digimarc from and after the Effective Date. The parties are not relying on any other representation or understanding with respect thereto, express or implied, oral or written. As of the Effective Date, this Agreement, as supplemented by such contem...poraneous agreement(s), supersedes any prior agreement, written or oral, of Digimarc with respect to Executive's employment; for the avoidance of doubt, Executive's obligations of confidentiality as a Director and his rights to indemnification as a Director are unaffected by this Agreement.View More
Entire Agreement. This Agreement, together with any and all other written agreement(s) made contemporaneously herewith and applicable incentive options, restricted stock and benefits plans of Digimarc, constitute the entire agreement between the parties with respect to Executive's employment by Digimarc from and after the Effective Date. The parties are not relying on any other representation or understanding with respect thereto, express or implied, oral or written. As of the Effective Date, this Agreement, as s...upplemented by 12 such contemporaneous agreement(s), supersedes any prior employment agreement, written or oral, of Digimarc with respect to Executive's employment; for Executive, and including the avoidance Employment Agreement between Digimarc and Executive effective as of doubt, Executive's obligations of confidentiality as a Director and his rights to indemnification as a Director are unaffected by this Agreement. November 1, 2011. View More
Entire Agreement. This Agreement, together with the Plan, contains the entire understanding of the parties and shall not be modified or amended except by a written document duly signed by both parties hereto. No waiver by either party of any default under this Agreement shall be deemed a waiver of any later default. BROADWAY FINANCIAL CORPORATION By: Name: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the undersigned. Dated: Grantee's Signature Gran...tee's Name EX-10.6 3 a2238270zex-10_6.htm EX-10.6 Exhibit 10.6 Grantee: Covered Shares: Date of Grant: BROADWAY FINANCIAL CORPORATION AWARD AGREEMENT Pursuant to the Broadway Financial Corporation 2018 Long-Term Incentive Plan (the "Plan"), Broadway Financial Corporation (the "Company") hereby grants a Full Value Award in the form of restricted stock to the Grantee named above covering _______shares of Common Stock of the Company (the "Award"). Upon acceptance of this Award, the Grantee shall receive the number of shares of Stock of the Company covered by the Award, subject to the restrictions and conditions set forth herein and in the Plan (the "Restricted Stock"). The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee.View More
Entire Agreement. This Agreement, together with the Plan, contains the entire understanding of the parties and shall not be modified or amended except by a written document duly signed by both parties hereto. No waiver by either party of any default under this Agreement shall be deemed a waiver of any later default. BROADWAY FINANCIAL CORPORATION By: Name: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the undersigned. Dated: Grantee's Signature Gran...tee's Name EX-10.6 EX-10.2 3 a2238270zex-10_6.htm EX-10.6 a16-11507_1ex10d2.htm EX-10.2 Exhibit 10.6 Grantee: Covered Shares: Date of Grant: 10.2 BROADWAY FINANCIAL CORPORATION AWARD AGREEMENT Pursuant to the Broadway Financial Corporation 2018 2008 Long-Term Incentive Plan (the "Plan"), Broadway Financial Corporation (the "Company") hereby grants a Full Value Award in the form of restricted stock to the Grantee named above covering _______shares 120,483 shares of Common Stock of the Company (the "Award"). Upon acceptance of this Award, the Grantee shall receive the number of shares of Stock of the Company covered by the Award, subject to the restrictions and conditions set forth herein and in the Plan (the "Restricted Stock"). The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee. The Company is currently a participant in the Capital Purchase Program, developed pursuant to the United States Department of Treasury's Troubled Asset Relief Program ("TARP") under the Emergency Economic Stabilization Act of 2008, as amended. To the extent that, with respect to this Award, the Grantee is subject to the restrictions of Section 30.10 of 31 C.F.R. part 30, an interim final regulation promulgated by the United States Department of Treasury ("Treasury") governing executive compensation for recipients of financial assistance under TARP, and the guidance related thereto (the "TARP Rules"), this Award is and shall be intended to satisfy the requirements for and qualify as an award of "long term restricted stock," as defined the TARP Rules, and this Agreement shall be interpreted and construed in accordance therewith. View More
Entire Agreement. 26.1 No promises of any kind have been made by Lender or any third party to induce Borrower to execute this Agreement. 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. 23 27. Notice. 27.1 All notices shall be effective upon: (a) the sending of an email to one of the email addresses below or (b) delivery to a recognized overnight delivery service of a properly addressed notice, deli...very prepaid, with instructions to make delivery on the next business day. For purposes hereof, the addresses of the Parties are as set forth below or as may otherwise be specified from time to time in a writing sent by one Party to the other in accordance with the provisions hereof. All notices to Lender shall be deemed given upon actual receipt by a responsible officer of Lender. 27.2 The addresses of the Parties are as set forth below or as may otherwise be specified from time to time in a writing sent by one Party to the other in accordance with the provisions hereof: BORROWER ApplianceSmart, Inc. Address: 175 Jackson Ave N, Suite 102 Hopkins, MN 55343 Attention: Jianne Demeroutis Email: jdemeroutis@appliancesmart.com Phone Number: (480) 272-3373 with a copy to: Address: 325 E. Warm Springs Road, Suite 102 Las Vegas, NV 89119 Attention: Michael J. Stein Email: mstein@liveventures.com Phone Number: (702) 997-5968 LENDER Crossroads Financing, LLC Address: 6001 Broken Sound Parkway NW, Suite 620 Boca Raton, FL 33487 Attention: Portfolio Department Phone: 561-988-7098 Fax: 561-994-5558 Email: Lhaskin@crossroadsfinancial.com 28. Counterparts. 28.1 This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering such an executed counterpart of the signature page to this Agreement by facsimile to any other Party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other Party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement. 24 29. Amendment and Waiver. 29.1 Only a writing signed by all Parties hereto may amend this Agreement. No failure or delay in exercising any right hereunder shall impair any such right that Lender may have, nor shall any waiver by Lender hereunder be deemed a waiver of any default or breach subsequently occurring. Lender's rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Lender would otherwise have. In case any provision (or any part of any provision) contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provision (or remaining part of the affected provision) of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision (or part thereof) had never been contained herein, but only to the extent it is invalid, illegal or unenforceable.View More
Entire Agreement. 26.1 No 26.1No promises of any kind have been made by Lender or any third party to induce Borrower to execute this Agreement. 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. 23 27. Notice. 27.1 All Agreement.27.Notice.6117653.2 27.1All notices shall be effective upon: (a) the sending of an email to one of the email addresses below or (b) delivery to a recognized overnight delivery... service of a properly addressed notice, delivery prepaid, with instructions to make delivery on the next business day. For purposes hereof, the addresses of the Parties are as set forth below or as may otherwise be specified from time to time in a writing sent by one Party to the other in accordance with the provisions hereof. All notices to Lender shall be deemed given upon actual receipt by a responsible officer of Lender. 27.2 The 27.2The addresses of the Parties are as set forth below or as may otherwise be specified from time to time in a writing sent by one Party to the other in accordance with the provisions hereof: BORROWER ApplianceSmart, Inc. hereof:BORROWER ENERGY FOCUS, INC. Address: 175 Jackson Ave N, Suite 102 Hopkins, MN 55343 Attention: Jianne Demeroutis Email: jdemeroutis@appliancesmart.com Phone Number: (480) 272-3373 with a copy to: Address: 325 E. Warm Springs 32000 Aurora Road, Suite 102 Las Vegas, NV 89119 Attention: Michael J. Stein Email: mstein@liveventures.com Phone B, Solon, Ohio 44139Attention: Tod Andrew NestorPhone Number: (702) 997-5968 LENDER Crossroads 440-715-1276Email: tanestor@energyfocus.com LENDERCrossroads Financing, LLC Address: 6001 Address:6001 Broken Sound Parkway NW, Suite 620 Boca 620Boca Raton, FL 33487 Attention: Portfolio Department Phone: 561-988-7098 Fax: 561-994-5558 Email: Lhaskin@crossroadsfinancial.com 28. Counterparts. 28.1 This 33487Attention:Portfolio DepartmentPhone Number:561-988-7098Fax Number:561-994-5558Email:lhaskin@crossroadsfinancial.com 28.Counterparts.6117653.2 28.1This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering such an executed counterpart of the signature page to this Agreement by facsimile to any other Party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other Party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement. 24 29. Amendment and Waiver. 29.1 Only a writing signed by all Parties hereto may amend this Agreement. No failure or delay in exercising any right hereunder shall impair any such right that Lender may have, nor shall any waiver by Lender hereunder be deemed a waiver of any default or breach subsequently occurring. Lender's rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Lender would otherwise have. In case any provision (or any part of any provision) contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provision (or remaining part of the affected provision) of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision (or part thereof) had never been contained herein, but only to the extent it is invalid, illegal or unenforceable.View More
Entire Agreement. This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes any prior communications, agreements, or understandings, whether oral or written, between the Parties arising out of or relating to Your employment and the termination of that employment. The covenants set forth in Section 7 of this Agreement do not supersede any previous restrictive covenants entered into by the Parties. Any such prior restrictive covenants remain in full force and effect, and shall s...urvive cessation of Your employment. Other than the terms of this Agreement, no other representation, promise, or agreement has been made with You to cause You to sign this Agreement.View More
Entire Agreement. This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes any prior communications, agreements, agreements or understandings, whether oral or written, between the Parties arising out of or relating to Your employment and the termination of that employment. The covenants set forth in Section 7 of this Agreement do not supersede any previous restrictive covenants entered into by the Parties. Any such prior restrictive covenants remain in full force and effect, ...and shall survive cessation of Your employment. Other than the terms of this Agreement, no other representation, promise, promise or agreement has been made with You to cause You to sign this Agreement. View More
Entire Agreement. This Note, along with that letter agreement of same date, constitutes the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly asset forth herein. The Note shall not be changed orally, but only by writing signed by the parties hereto.
Entire Agreement. This Note, along together with that letter agreement of same date, the Purchase Agreement, constitutes the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly asset set forth herein. The Note shall not be changed orally, but only by writing signed by the parties hereto. Debtor and Lender.
Entire Agreement. This Agreement represents the entire understanding of both you and the Bank with respect to the subject matter hereof and supersedes all prior understandings, written, or oral. For purposes of clarity, the Resignation, Separation Agreement and Full and Final Release of Claims entered into between Berkshire Hills Bancorp, Inc., Bank and yourself, dated as of March 15, 2019 (the "Resignation Agreement"), will continue in full force and effect and nothing paid under this Agreement will be deemed to... be in lieu of any compensation to which you are entitled under such Resignation Agreement.View More
Entire Agreement. This Agreement represents the entire understanding of both you and the Bank with respect to the subject matter hereof and supersedes all prior understandings, written, or oral. For purposes of clarity, the Resignation, Separation Agreement and Full and Final Release of Claims entered into between Berkshire Hills Bancorp, Inc., Bank and yourself, dated as of March 15, 2019 October 29, 2021 (the "Resignation Agreement"), will continue in full force and effect and nothing paid under this Agreement ...will be deemed to be in lieu of any compensation to which you are entitled under such Resignation Agreement. View More
Entire Agreement. This letter agreement and the Employment Agreement shall constitute the sole and exclusive understanding between the Company and you concerning the subject matter of this letter agreement, and expressly supersedes any and all prior agreements or understandings, written or oral, concerning the subject matter hereof. The parties acknowledge that this letter agreement is intended to embody a complete and final resolution of the employer-employee relationship. You further acknowledge and agree that ...the payments and benefits described in this letter agreement are all that you are entitled to receive from the Company (other than the payment of any shares of the Company's common stock that you may earn pursuant to and subject to the terms and conditions of your 2016 to 2018 Performance Share Award Agreement, 2017 to 2019 Performance Share Award Agreement and 2018 to 2020 Performance Share Award Agreement), and that the Company shall have no liability or obligation to you in excess of such amounts (other than the payment of any shares of the Company's common stock that you may earn pursuant to and subject to the terms and conditions of your 2016 to 2018 Performance Share Award Agreement, 2017 to 2019 Performance Share Award Agreement and 2018 to 2020 Performance Share Award Agreement). 6 18. Severability. If any provision of this letter agreement is held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this letter agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this letter agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this letter agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this letter agreement in lieu of severing such unenforceable provision from this letter agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this letter agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this letter agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this letter agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this letter agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.View More
Entire Agreement. This letter agreement and the Employment Agreement shall constitute the sole and exclusive understanding between the Company and you concerning the subject matter of this letter agreement, and expressly supersedes any and all prior agreements or understandings, written or oral, concerning the subject matter hereof. The parties acknowledge that this letter agreement is intended to embody a complete and final resolution of the employer-employee relationship. You further acknowledge and agree that ...the payments and benefits described in this letter agreement are all that you are entitled to receive from the Company (other than the payment of any shares of the Company's common stock that you may earn pursuant to and subject to the terms and conditions of your 2016 to 2018 Performance Share Award Agreement, 2017 to 2019 Performance Share Award Agreement and 2018 to 2020 Performance Share Award Agreement), performance share award agreements), and that the Company shall have no liability or obligation to you in excess of such amounts (other than the payment of any shares of the Company's common stock that you may earn pursuant to and subject to the terms and conditions of your 2016 to 2018 Performance Share Award Agreement, 2017 to performance share award agreements). William F. Herbes March 18, 2019 Performance Share Award Agreement and 2018 to 2020 Performance Share Award Agreement). 6 Page 7 18. Severability. If any provision of this letter agreement is held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this letter agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this letter agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this letter agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this letter agreement in lieu of severing such unenforceable provision from this letter agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this letter agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this letter agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this letter agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this letter agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein. View More
