Other Agreements; Integration Clause Samples

The "Other Agreements; Integration" clause establishes that the current contract represents the complete and exclusive agreement between the parties, superseding any prior discussions, negotiations, or agreements related to the subject matter. In practice, this means that any previous written or oral understandings are not legally binding unless explicitly included in the present contract, and any changes must be made in writing and signed by both parties. This clause ensures clarity and prevents disputes by making it clear that only the terms within the signed agreement are enforceable, thereby avoiding confusion over external promises or side agreements.
Other Agreements; Integration. On March 31, 2022, you entered into an agreement with Lazard Ltd (the “Letter Agreement”) relating to the Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among you, Lazard Ltd and Lazard Group LLC. Nothing herein shall modify your rights and obligations pursuant to the Letter Agreement, which shall remain in full force and effect in accordance with its terms. Except as provided by the Letter Agreement, your rights and obligations shall in all respects be governed by the terms of this consulting agreement, and you acknowledge and agree that this consulting agreement contains the complete understanding and agreement between you and the Company concerning your provision of consulting services to the Company, your compensation therefor and the other matters covered herein. You represent and warrant that, in accepting this consulting assignment, you are not relying on any representations to you by the Company regarding this consulting assignment or the terms and conditions of your anticipated consulting assignment except as expressly set forth in this consulting agreement. You may accept this consulting agreement, and it shall become a binding agreement between you and the Company, by returning an executed copy of this consulting agreement to me. You should retain a copy for your files.
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Other Agreements; Integration. This Agreement, the Proprietary Rights, Invention Assignment & Confidentiality Agreement executed by Executive of even date herewith, and the exhibits to this Agreement, including the terms and conditions attached as Exhibit A and Section 6 of the Executive Employment Agreement dated January 5, 2009 (the “Prior Agreement”) between the Company and Executive attached as Exhibit B, set forth the entire agreement of the Company and Executive in respect of the subject matter contained in this Agreement. Executive reaffirms his agreement to Section 6 of the Prior Agreement. Executive acknowledges that the time, scope, and geographic area and other provisions of Section 6 of the Prior Agreement were negotiated by sophisticated parties, and Executive agrees that they are reasonable under the circumstances. Except as described in this Section 5, this Agreement replaces and supersedes any and all prior or contemporaneous negotiations, communications, understandings, obligations, commitments, agreements, or contracts, whether written or oral, between the parties respecting the subject matter of this Agreement, including Sections 1-5 and 7-8 of the Prior Agreement. The Company and Executive acknowledge that each had the opportunity to consult with legal and financial counsel concerning the rights and obligations arising under this Agreement, that each has read and understands this Agreement, and that each enters into it willingly. This Agreement is duly executed and delivered as of the day and year stated above. ▇▇▇▇▇▇▇▇ Air-▇▇▇▇▇ Incorporated Executive By: /s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer
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Other Agreements; Integration. This Agreement, the Proprietary Rights, Invention Assignment & Confidentiality Agreement executed by Executive of even date herewith, and the exhibits to this Agreement, including the terms and conditions attached as Exhibit A, set forth the entire agreement of the Company and Executive in respect of the subject matter contained in this Agreement. This Agreement replaces and supersedes any and all prior or contemporaneous negotiations, communications, understandings, obligations, commitments, agreements, or contracts, whether written or oral, between the parties respecting the subject matter of this Agreement. The Company and Executive acknowledge that each had the opportunity to consult with legal and financial counsel concerning the rights and obligations arising under this Agreement, that each has read and understands this Agreement, and that each enters into it willingly. This Agreement is duly executed and delivered as of the day and year stated above. ▇▇▇▇▇▇▇▇ Air-▇▇▇▇▇ Incorporated Executive By: /s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Chief Executive Officer
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Other Agreements; Integration. This Agreement, the Proprietary Rights, Invention Assignment & Confidentiality Agreement executed by Executive of even date herewith, and the exhibits to this Agreement, including the terms and conditions attached as Exhibit A, set forth the entire agreement of the Company and Executive in respect of the subject matter contained in this Agreement. This Agreement replaces and supersedes any and all prior or contemporaneous negotiations, communications, understandings, obligations, commitments, agreements, or contracts, whether written or oral, between the parties respecting the subject matter of this Agreement, including, without limitation, the employment offer letter dated September 29, 2011. The Company and Executive acknowledge that each has had the opportunity to consult with legal and financial advisors concerning the rights and obligations arising under this Agreement, that each has read and understands this Agreement, and that each enters into it willingly. This Agreement is duly executed and delivered as of the day and year stated above. ▇▇▇▇▇▇▇▇ Air-▇▇▇▇▇ Incorporated Executive By: /s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer
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Other Agreements; Integration. This Agreement, the Proprietary Rights, Invention Assignment & Confidentiality Agreement executed by Executive of even date herewith, and the exhibits to this Agreement, including the terms and conditions attached as Exhibit A, set forth the entire agreement of the Company and Executive in respect of the subject matter contained in this Agreement. This Agreement replaces and supersedes any and all prior or contemporaneous negotiations, communications, understandings, obligations, commitments, agreements, or contracts, whether written or oral, between the parties respecting the subject matter of this Agreement, including the the employment offer letter dated February 5, 2009. The Company and Executive acknowledge that each had the opportunity to consult with legal and financial counsel concerning the rights and obligations arising under this Agreement, that each has read and understands this Agreement, and that each enters into it willingly. This Agreement is duly executed and delivered as of the day and year stated above. ▇▇▇▇▇▇▇▇ Air-▇▇▇▇▇ Incorporated Executive By: /s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chief Executive Officer
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Other Agreements; Integration. This Agreement, the Proprietary Rights, Invention Assignment & Confidentiality Agreement executed by Executive of even date herewith, and the exhibits to this Agreement, including the terms and conditions attached as Exhibit A, set forth the entire agreement of the Company and Executive in respect of the subject matter contained in this Agreement. This Agreement replaces and supersedes any and all prior or contemporaneous negotiations, communications, understandings, obligations, commitments, agreements, or contracts, whether written or oral, between the parties respecting the subject matter of this Agreement, including, without limitation, the employment offer letter dated July 25, 2011.
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Related to Other Agreements; Integration

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

  • Further Agreement The Primary Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Further Agreements The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Superseded Agreements This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): N/A.

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.