Entire Agreement; Term Clause Samples

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Entire Agreement; Term. (a) Except as the parties may evidence on a Schedule A to be attached to this Agreement and signed by the Executive and the Company after the date this Agreement is executed, from and after the Effective Date, this Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, with respect thereto including, without limitation, any offer letters or employment agreements, or severance or change in control agreements, policies, plans or practices, and any nondisclosure, nonsolicitation, inventions and/or noncompetition agreements between the parties; provided, however, that any rights to indemnification, all stock options or other equity granted to the Executive prior to the Effective Date, and all agreements relating thereto shall remain in full force and effect in accordance with their terms except as otherwise modified herein. (b) This Agreement shall continue in full force and effect for the duration of the Executive’s employment with the Company; provided, however, that the Company may amend this Agreement to (A) comply with any law, rule, statute, regulation, order, consent decree or other legal restriction or requirement enacted or imposed by any governmental entity (including any relevant court or tribunal); (B) avoid any tax or legal consequences negatively impacting the Company resulting from the provisions of the Agreement, so long as the Company provides ninety (90) days’ notice to Executive; or (C) conform to governance practice(s) that may become prevalent and widely accepted in the future by public companies similar in profile to the Company, so long as the Company provides one (1) year’s notice to Executive. Notwithstanding the foregoing, no notice under sections (B) or (C) shall be required unless a proposed amendment adversely affects the Executive. Except as otherwise provided herein, from and after the execution of this Agreement, no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive. Notwithstanding the foregoing, the Company may not amend this Agreement (i) if a Change of Control occurs, before the date that is two (2) years beyond the month in which a Change of Control occurs; or (ii) anytime after a Termination Date has occurred. The Company’s amendment...
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Entire Agreement; Term. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to time without Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee. This Agreement shall become effective as of the date first written above and shall remain in full force and effect until its expiration on December 31, 2021 (such date, the “Termination Date”).
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Entire Agreement; Term. The Offer Letter, this Amendment and the Change of Control Agreement contain the entire understanding of the parties with respect to the Executive’s Termination or Demotion. This Amendment may not be altered, modified, or amended except by written instrument signed by the parties hereto. If not otherwise extended in a signed writing by Executive and the Company prior to its expiration, this Amendment shall automatically expire on the second anniversary of the day and year first above written.
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Entire Agreement; Term. This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them. This Agreement and the obligations set forth herein shall survive and continue in full force and effect for two (2) years after disclosure with respect to non-technical Confidential Information and indefinitely with respect to technical Confidential Information. This Agreement shall be independent of, and this Agreement shall survive (unless otherwise expressly agreed), the execution of any further documents or agreements between the parties hereto, and this Agreement shall apply to all Confidential Information, whether disclosed before or after its execution.
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Entire Agreement; Term. This Agreement, comprising this Purchase Order (hereinafter referred to as “Order”), these General Terms and Conditions, and designated Exhibits constitutes the entire agreement between Purchaser and Supplier and supersedes all prior negotiations, representations, or agreements, either oral or written, related to the subject matter of this Agreement. The term of this Agreement will continue until: (i) the termination date specified in this Agreement for all Goods and Services; or (ii) early termination as otherwise provided in this Agreement, whichever occurs first. For purposes of this Agreement, any reference in any Exhibit to “Golden Pass LNG Terminal LLC”, "Company", or "Buyer" shall mean Purchaser, and any reference in any Exhibit to "Contractor" or "Seller" shall mean Supplier. Furthermore, for purposes of this Agreement the term “Supplier” shall also include its Representatives as defined in Section 2(f). In the event of a conflict between this Order, these General Terms and Conditions, or any Exhibit, the order of precedence shall be as follows (unless expressly agreed to in writing by both Parties): (i) these General Terms and Conditions; (ii) Order, and (iii) Exhibit(s).
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Entire Agreement; Term. This Agreement, together with the Financial Advisory Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both oral and written, between the parties with respect to the subject matter hereof. This Agreement, and all rights and obligations hereunder, will terminate upon the earlier of (i) five (5) years from the date hereof; or (ii) when the Securities are no longer deemed to be Restricted Securities.
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Related to Entire Agreement; Term

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • 10Entire Agreement This Agreement (including those specifications and documents incorporated by reference to URL locations which form a part of it) constitutes the entire agreement of the parties hereto pertaining to the operation of the TLD and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • Entire Agreement of the Parties This Agreement constitutes and contains the entire understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, between the Parties respecting the subject matter hereof.