Miscellaneous Clause Example with 26 Variations from Business Contracts

This page contains Miscellaneous clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement and the Equity Award agreements, comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Company and Executive acknowledge that the separation of the Executive's employment with the Company is intended to constitute an involuntary sep...aration from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More

Variations of a "Miscellaneous" Clause from Business Contracts

Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement Agreement, the Option Agreements and the Equity Award agreements, form of General Release of Claims attached as Exhibit A hereto comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Company and Executive acknowledge that the separa...tion of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. The Company shall reimburse Executive for the reasonable attorneys' and professional tax or financial advisors' fees and related expenses and disbursements incurred by Executive in connection with Executive's separation of employment with the Company and the negotiation and preparation of this Agreement, in an aggregate amount not to exceed $10,000. View More
Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement and the Equity Award agreements, comprise Stock Option Agreements, comprises the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Company and Executive acknowledge that hereof, including without limitation, the separation of the Executive's... employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Severance Agreement. Executive acknowledges that there are no other agreements, written, oral or implied, and that he Executive may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. 11. Company Assignment and Successors. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives. View More
Miscellaneous. This Agreement, collectively together with the Confidentiality Confidential Information Agreement, the Indemnification Agreement RSU Award Agreement, the Option Agreements and the Equity Award agreements, form of General Release of Claims attached as Exhibit A hereto comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Compa...ny and Executive acknowledge that hereof, including without limitation, the separation of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Severance Agreement. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively together with the Confidentiality Agreement, the Indemnification Confidential Proprietary Rights and Non-Disclosure Agreement and the Equity Award agreements, Agreement, comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, supersede, in their entirety, any other agreements between Executive Employee and the Company with regard to the subject matter hereof. The Company and Executive acknowledge that the separation ...of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive Employee acknowledges that there are no other agreements, written, oral or implied, and that he he/she may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement Release of Claims and the Equity Award agreements, comprise agreements evidencing the outstanding equity awards, constitutes the entire agreement between the parties with regard to the its subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the its subject matter hereof. The Company and Executive acknowledge that the separation ...of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. matter. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties Executive and an authorized officer or director of the Company and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively together with the Confidentiality Agreement, the Option Agreements, the Indemnification Agreement and the Equity Award agreements, Release of Claims, comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company or Prothena with regard to the subject matter hereof. The Company and Executive acknowledge that hereof, including without limitation, the s...eparation of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, Severance Plan and the related Department of Treasury regulations. Incentive Plan. Executive acknowledges and agrees that there are no other agreements, written, oral or implied, and that he Executive may not rely on any prior negotiations, discussions, representations 9 or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively together with the Confidentiality Agreement, the Indemnification Confidential Information Agreement and the Equity Award agreements, Agreements comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, supersede, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Company hereof, including but not limited to the Employment Agreement (with the exception... of Sections 13 and Executive acknowledge that the separation of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. 14). Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement and the Equity Award agreements, comprise constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Company and Executive acknowledge that the separation of the Executive's employment with the Company is intended to constitute an inv...oluntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties Executive and a duly authorized officer of the Company or member of the Company's Board of Directors and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement any indemnification agreement between Executive and the Equity Award agreements, comprise Company and the Option Agreements, comprises the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. hereof, including, without limitation that certain Execu...tive Employment Agreement entered into as of July 24, 2015 between Executive and the Company (the "Employment Agreement"). Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event the Company consummates a Change in Control (within the meaning of the Company's 2015 Equity Incentive Award Plan) on or prior to the Termination Date, then this Agreement shall immediately terminate and be deemed void ab initio and the Employment Agreement shall thereupon be deemed in full force and effect. The Company and Executive acknowledge that the separation termination of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More
Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement Equity Agreements (as amended by this Agreement) and the Equity Award agreements, form of General Release of Claims attached as Exhibit A hereto comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. For the avoidance of doubt, no part o...f this Agreement shall supersede, nullify or otherwise amend the Asset Purchase Agreement. The Company and Executive acknowledge that the separation termination of the Executive's employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties Parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. 8 15. Company Assignment and Successors. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives. View More