Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement, and any exhibits or schedules attached hereto, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties with regard to the subjects hereof. No party hereto will be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specif...ically set forth herein. View More

Entire Agreement. This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature among them.

Entire Agreement. This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Retirement and Consulting Agreement which are intended to survive termination of the Retirement and Consulting Agreement, including but not limited to those contained in Sections 6 through 12 thereof, shall survive ...and continue in full force and effect. Executive acknowledges Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive's decision to accept this Agreement and General Release. EXECUTIVE HAS READ THIS AGREEMENT IN ITS ENTIRETY AND UNDERSTANDS ALL OF ITS TERMS. EXECUTIVE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. EXECUTIVE ACKNOWLEDGES THAT EMPLOYEE IS WAIVING AND RELEASING CLAIMS UNDER THE AGE DISCRIMINATION AND EMPLOYMENT ACT OF 1967, AS AMENDED. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE RETIREMENT AND CONSULTING AGREEMENT, WHICH EXECUTIVE AGREES CONSTITUTES GOOD AND VALUABLE CONSIDERATION, EXECUTIVE FREELY, KNOWINGLY AND VOLUNTARILY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST EMPLOYER. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNTIL THE EIGHTH (8TH) DAY AFTER EXECUTIVE SIGNS, WITHOUT TIMELY REVOKING, THIS AGREEMENT AND GENERAL RELEASE. NO PAYMENTS DUE TO EXECUTIVE UNDER SECTIONS 3.b. OF THE RETIREMENT AND CONSULTING AGREEMENT SHALL BE MADE OR BEGIN BEFORE THE DATE THIS AGREEMENT AND GENERAL RELEASE BECOMES IRREVOCABLE PURSUANT TO ITS TERMS. View More

Entire Agreement. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior negotiations between such parties, including any and all prior Restrictive Covenant Agreements to Accompany Special Restricted Stock Unit Awards entered into between Beacon and Executive, and cannot be amended, supplemented or changed orally but only as provided in Section 20 or by an agreement in writing signed by the party or parties against who...m enforcement is sought and making specific reference to this Agreement. View More

Entire Agreement. The Plan is incorporated herein by reference. The Plan and this RSU Agreement (including the appendices and exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Company and Participant.... 27. Country Addendum. Notwithstanding any provisions in this RSU Agreement, the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in an appendix (if any) to this RSU Agreement for any country whose laws are applicable to Participant and this Award of Restricted Stock Units (as determined by the Administrator in its sole discretion) (the "Country Addendum"). Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum (if any) constitutes a part of this RSU Agreement. View More

Entire Agreement. Except as provided for herein, and the RCA and enforcement of the RCA, this Separation Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind (whether verbal or written) made to Employee in connection with Employee's decision to accept this Separation Agreement, except for those expressly set... forth in this Separation Agreement. 4 The Parties knowingly and voluntarily sign this Separation Agreement as of the date(s) set forth below: Bruce Lucas Heritage Insurance Holdings, Inc. /s/ Bruce Lucas By: /s/ Ernie Garateix Ernie Garateix, COO Date: December 1, 2020 Date: December 1, 2020 5 EX-10.2 3 d89656dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (the "Separation Agreement"), dated December 1, 2020, is made by and between Heritage Insurance Holdings, Inc., together with its parent, affiliates and subsidiaries (collectively referred to throughout this Separation Agreement as "Heritage" or the "Company") and Bruce Lucas, together with his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as "Employee") (Heritage and Employee will collectively be referred to as the "Parties"): WHEREAS, Employee is currently employed by Heritage as Chief Employee Officer ("CEO") pursuant to an Amended and Restated Contract dated November 4, 2015, which expires on December 31, 2020 (the "Contract"); and WHEREAS, Heritage and Employee have come to an agreement to end their employment relationship on the Separation Date; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference. View More

Entire Agreement. This Agreement, and the Units purchased hereunder, constitute the entire agreement by and between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings of the parties.