Integration; Termination Clause Samples

Integration; Termination. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements (other than the Fee Letter) written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. Notwithstanding anything contained herein or in any Loan Document or any other agreement among the parties or anything else to the contrary, the Fee Letter and all obligations thereunder shall survive the execution, delivery and performance of the Loan Documents and the occurrence of the Closing Date.

Integration; Termination. This Agreement, together with the other Loan Documents and the Fee Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Integration; Termination. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements, writings, documents, instruments, information memoranda, etc. No termination, revocation or waiver of this Agreement shall be binding unless in writing and signed by the General Partner, a Super-Majority of the Limited Partners and, where required, Partner A. Any amendment executed by the General Partner, a Super-Majority of the Limited Partners and, where required, Partner A shall be binding on all Partners.

Integration; Termination. This Note, together with the other Note Documents, the Settlement Agreement and any other agreement in writing among the Issuers, the Holder and any other party thereto that such parties expressly agree relate to the subject matter hereof, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Note and those of any other Note Document, the provisions of this Note shall control; provided that the inclusion of supplemental rights or remedies in favor of the Holder in any other Note Document shall not be deemed a conflict with this Note. Each Note Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Integration; Termination. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict of this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. In the event that the Closing Date shall not have occurred on or prior to the Expiration Date, then this Agreement as well as the Commitments of the Lenders hereunder shall automatically terminate at 11:59 p.m., New York City time, on the Expiration Date.

Integration; Termination. This Agreement, together with the other Loan Documents and the Fee Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agent or the Lenders in any other Loan Document or the Fee Letter shall not be deemed a conflict with this Agreement. Each Loan Document and the Fee Letter was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Integration; Termination. This Agreement, together with the Confidentiality Agreement represents the entire agreement and understanding between the Parties as to the subject matter herein and supersedes all other prior or contemporaneous agreements as to the subject matter herein whether written or oral, provided that this Agreement does not supersede Executive’s Indemnification Agreement dated September 22, 2021 or Executive’s equity award agreements for previous equity awards. For the avoidance of doubt, (a) Executive and the Company hereby mutually terminate the Consulting Agreement, agree that this Agreement supersedes in its entirety the Consulting Agreement except to the extent set forth in Section 6.B. of the Consulting Agreement and agree that no notice period or associated payment is due Executive pursuant to Section 6.C. of the Consulting Agreement; (b) Executive’s Separation Agreement and Release entered into on September 25, 2023 is not superseded pursuant to this Agreement except that Section 1(d) of that agreement is terminated as of the Start Date; and (c) the Prior Confidentiality Agreement remains in full force and effect in accordance with its terms, except to the extent set forth in an email from the Company (and any subsequent confirmation letter) on or about February 14, 2024 regarding recent California law changes and restrictive covenants. This Agreement may be modified only by agreement of the Parties by a written instrument executed by the Parties that is designated as an amendment to this Agreement.

Integration; Termination. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. The Depositary Bank shall be an express third party beneficiary hereof for purposes of Article IX and Sections 3.01, 10.01, 10.02 and 10.

Integration; Termination. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. The Depositary Bank shall be an express third party beneficiary hereof for purposes of Article IX and Sections 3.01, 10.01, 10.02 and 10.05. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.