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 (and the employment agreement provisions referenced herein) constitute your entire agreement with respect to matters set forth herein, and supersede any prior agreement(s) with respect thereto. Any changes or waiver of any of the terms of this agreement must be in writing signed by both you and the Company. The failure of the Company at any time to require performance of any of your obligations under this agreement shall in no manner affect its right to enforce the same at a later... date. No waiver by the Company of any condition, or of any breach, of this agreement shall be deemed to be or construed as a further or continuing waiver of any such condition or breach. 3 13. Governing Law; Jurisdiction; Jury Trial. This agreement shall be governed by and construed in accordance with the internal laws of the State of New York without reference to principles of conflicts of laws. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the County and State of New York, except to the extent that enforcement in another jurisdiction may be necessary to restrain or enjoin activity in such other jurisdiction. Each party hereby and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such New York court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address listed on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.View More
Entire Agreement. This agreement (and The Note and the employment agreement provisions referenced herein) constitute your Warrant represents the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior and contemporaneous written or oral agreements, understandings, representations and warranties with respect to matters set forth herein, and supersede any prior agreement(s) with respect thereto. Any changes or waiver of any of the terms of this agreement m...ust be in writing signed by both you and the Company. The failure of the Company at any time to require performance of any of your obligations under this agreement shall in no manner affect its right to enforce the same at a later date. No waiver by the Company of any condition, or of any breach, of this agreement shall be deemed to be or construed as a further or continuing waiver of any such condition or breach. 3 13. thereto 11. Governing Law; Jurisdiction; Waiver of Jury Trial. This agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed exclusively by and construed in accordance with the internal laws of the State of New York Delaware, without reference giving effect to principles any choice of conflicts law or conflict of laws. Each law provision or rule (whether of the parties hereto State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably consents submits to the exclusive jurisdiction and venue of the state and federal and state courts located sitting in Houston, Texas for the County and State adjudication of New York, except any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, or in any manner arising in connection with or related to the extent that enforcement in another jurisdiction may be necessary to restrain transactions contemplated hereby or enjoin activity in such involving the parties hereto whether at law or equity and under any contract, tort or any other jurisdiction. Each party hereby claim whatsoever and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such New York court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing or faxing a copy thereof to such party at the address for such notices as listed on the signature page hereto in this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH HEREWITH OR ARISING OUT OF THIS AGREEMENT NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. View More
Entire Agreement. This Award Agreement, including all exhibits and referenced documents, the details of the award on the Participant's online award acceptance page on Computershare, and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.
Entire Agreement. This Award Agreement, including all exhibits and referenced documents, the details of the award on the Participant's online award acceptance page on Computershare, and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.
Entire Agreement. The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Restricted Stock Units and supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof.
Entire Agreement. The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Restricted Stock Units Options and supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof.
Entire Agreement. This Stock Option Agreement, together with the Plan, contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged. 2 11. GOVERNING LAW. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding choice of law rules thereof.
Entire Agreement. This Stock Option Agreement, together with the Plan, contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged. 2 11. GOVERNING LAW. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Nevada, excluding choice of law rules thereof.
Entire Agreement. This Plan supersedes any and all severance or equity acceleration plans, policies, and provisions applying to the Participants, including, without limitation, any provision in any Participant's offer letter, employment agreement, or equity agreement providing the Participant with any pay, benefits, or equity acceleration following a change in control of the Company and/or termination of his or her employment for any reason (including termination due to death or disability). To the extent any suc...h plan, policy, or provision contradicts the Plan, the terms of the Plan shall govern.View More
Entire Agreement. This Plan supersedes any and all severance or equity acceleration plans, policies, and provisions applying to the Participants, including, without limitation, any provision in any Participant's offer letter, employment agreement, or equity agreement providing the Participant with any pay, benefits, or equity acceleration following a change in control of the Company and/or termination of his or her employment for any reason (including termination due to death or disability). To the extent any suc...h plan, policy, or provision contradicts the Plan, the terms of the Plan shall govern. 5 13. Successor and Assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the Company's obligations under the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. View More
Entire Agreement. This Notice, including the Plan and any additional documents necessary to effect the terms and conditions of your Award, constitutes the entire understanding and agreement among the parties, and there are no other agreements, understandings, restrictions, or representations, other than those set forth herein.
Entire Agreement. This Notice, Award, including the Plan and any additional documents necessary to effect the terms and conditions of your Award, hereof, constitutes the entire understanding and agreement among the parties, parties hereto, and there are no other agreements, understandings, restrictions, representations or representations, warranties among the parties, other than those set forth herein.
Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding between the parties and supersedes all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof. The Company has made no promises to Executive other than those contained in this Agreement. This Agreement may not be modified, or any provision waived, except by a signed written agreement of the affected parties. Notwithstanding the foregoing, the continui...ng obligations contained in any confidential information and/or privacy agreement, shall remain in full force and effect whether or not Executive executes this Agreement.View More
Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding between the parties and supersedes all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof. The Company has made no promises to Executive Employee other than those contained in this Agreement. This Agreement may not be modified, or any provision waived, except by a signed written agreement of the affected parties. Notwithstanding the foregoing, the... continuing obligations contained in any confidential information and/or privacy agreement, non-disclosure agreement which Employee entered into with the Company, shall remain in full force and effect whether or not Executive Employee executes this Agreement. View More
Entire Agreement. Except as expressly stated herein, this Fourth Amendment does not alter any term or condition of the Agreement. This Fourth Amendment represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, communications, agreements, and understandings of any kind and nature between the Parties regarding the subject matter hereof.
Entire Agreement. Except as expressly stated herein, this Fourth Fifth Amendment does not alter any term or condition of the Agreement. This Fourth Fifth Amendment represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, communications, agreements, and understandings of any kind and nature between the Parties regarding the subject matter hereof.
Entire Agreement. This Agreement, the surviving provisions of the Employment Agreement (i.e., Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20), and the Confidentiality Agreement represent the entire agreement and understanding between the Company and Gallagher concerning the subject matter of this Agreement and Gallagher's employment with and separation from the Company and the events leading thereto and associated therewith, and supersede and replace any and all prior negotiations, representat...ions, agreements and understandings concerning the subject matter of such agreements, Gallagher's relationship with the Company, and Gallagher's obligations following employment with the Company. Gallagher acknowledges, reaffirms and agrees to observe and abide by all obligations that survive termination of the Employment Agreement.22. No Oral Modification. This Agreement may only be amended in a writing signed by Gallagher and the Company.23. Governing Law. The laws of the Commonwealth of Pennsylvania govern this Agreement, without regard for choice-of-law provisions. Gallagher consents to personal and exclusive jurisdiction and venue in the Commonwealth of Pennsylvania.24. Effective Date. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Gallagher signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the "Effective Date").25. Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.26. Voluntary Execution of Agreement. Gallagher understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company and/or any of the Releasees or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees. Gallagher acknowledges that: (a) he has read this Agreement; (b) he has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (c) he understands the terms and consequences of this Agreement and of the releases it contains; (d) he is fully aware of the legal and binding effect of this Agreement and (e) he has been given the toll-free telephone number of the Pennsylvania Bar Association to help him identify a qualified lawyer (800-692-7375).View More
Entire Agreement. This Agreement, the surviving provisions of the Employment Agreement (i.e., Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20), 18), Sheehan's Retirement Benefit Agreement, and the Confidentiality Agreement represent the entire agreement and understanding between the Company and Gallagher Sheehan concerning the subject matter of this Agreement and Gallagher's Sheehan's employment with and separation retirement from the Company and the events leading thereto and associated therew...ith, and supersede and replace any and all prior negotiations, representations, agreements and understandings concerning the subject matter of such agreements, Gallagher's Sheehan's relationship with the Company, and Gallagher's Sheehan's obligations following employment with the Company. Gallagher Sheehan acknowledges, reaffirms and agrees to observe and abide by all obligations that survive termination of the Employment Agreement.22. No Oral Modification. This Agreement may only be amended in a writing signed by Gallagher Sheehan and the Company.23. Governing Law. The laws of the Commonwealth of Pennsylvania govern this Agreement, without regard for choice-of-law provisions. Gallagher Sheehan consents to personal and exclusive jurisdiction and venue in the Commonwealth of Pennsylvania.24. Effective Date. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Gallagher Sheehan signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the "Effective Date").25. Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.26. undersigned. 9 26. Voluntary Execution of Agreement. Gallagher Sheehan understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company and/or any of the Releasees or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees. Gallagher Sheehan acknowledges that: (a) he has read this Agreement; (b) he has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (c) he understands the terms and consequences of this Agreement and of the releases it contains; (d) he is fully aware of the legal and binding effect of this Agreement and (e) he has been given the toll-free telephone number of the Pennsylvania Bar Association to help him identify a qualified lawyer (800-692-7375). View More
Entire Agreement. This Standstill Agreement and the other Transaction Documents contain the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements or understandings, whether written or oral, with respect hereto and thereto. Upon the effectiveness of this Standstill Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Standstill Agreement, and shall be of no ...further force or effect.View More
Entire Agreement. This Standstill Agreement and the other Transaction Documents contain the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements or understandings, whether written or oral, with respect hereto and thereto. Upon the effectiveness of this Standstill Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Standstill Agreement, and shall be of no ...further force or effect. [Remainder of page left blank intentionally.] View More
