Complete Agreement; Representations. (a) This Agreement, together with the exhibits and schedules hereto and the Ancillary Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
Complete Agreement; Representations. The Separation Agreement, together with the exhibits, schedules and the ancillary agreements thereto, including this Agreement and Assignment Agreements hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
Complete Agreement; Representations. You acknowledge and agree that you have been paid all compensation owed for all time worked for the Company, and other than the current payroll, have not earned and are not entitled to receive any other compensation or benefits from the Company other than as set forth in this Agreement. You further represent that you are not aware of any events or actions that have occurred during your employment with the Company that would give rise to your ability to resign your employment for Good Reason under the Offer Letter, or any other plan, policy or agreement. This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations (including without limitation the Offer Letter, and any other employment terms, offer letter or employment agreement you may have entered into or discussed with the Company, and you further acknowledge and agree that as of the Effective Date, you will no longer be eligible for, nor entitled to, any compensation or benefits under the Offer Letter or any other offer letter or agreement). This Agreement cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.
Complete Agreement; Representations. Executive acknowledges and agrees that Executive has been paid all compensation owed for all time worked for the Company, and other than the current payroll, has not earned and is not entitled to receive any other compensation or benefits from the Company other than as set forth in this Agreement. Executive further represents that Executive is not aware of any events or actions that have occurred during Executive’s employment with the Company that would give rise to Executive’s ability to resign Executive’s employment for Good Reason under the Employment Agreement, Offer Letter, or any other plan, policy or agreement. This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations (including without limitation the Employment Agreement, the Offer Letter, and any other employment terms, offer letter or employment agreement Executive may have entered into or discussed with the Company, and Executive further acknowledges and agrees that as of the Effective Date, Executive will no longer be eligible for, nor entitled to, any compensation or benefits under the Employment Agreement or Offer Letter or any other offer letter or agreement). This Agreement cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.
Complete Agreement; Representations. (a) This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. Notwithstanding any other provision of this Agreement to the contrary, neither Article II nor Article III shall apply to any Affiliation Year or Combined Year ending on or before December 29, 2013, except (i) to the extent that items of loss, deduction, or Credits are carried back (or are treated as being carried back for purposes of the definition of “Adjusted Separate Journal Spinco Group Federal Tax Liability”) into an Affiliation Year ending on or before December 29, 2013 from an Affiliation Year ending after December 29, 2013, or (ii) to the extent that an Adjustment occurs for an Affiliation Year or Combined Year ending on or before December 31, 2013.
Complete Agreement; Representations. (a) This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. SOLICITORS, 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures)
Complete Agreement; Representations. There are no other express or implied agreements, promises or representations except as set forth herein or in another document signed by Xxxxx and Seller. Buyer and all agents acknowledge that no agent has the authority to make, or has made, any agreement, promise, or representation on behalf of Seller and that Buyer may not rely on any representations or agreements that are not contained in this Addendum and the Purchase and Sale Agreement provided to Buyer. Statements on any flyers, brochures, renderings, advertisements or listing information, or representations made by any field superintendents, subcontractors and real estate agents, shall not in any way constitute representations made by Seller. Xxxxx agrees that no verbal representations shall modify this Addendum or the Purchase and Sale Agreement and that the full understanding shall be limited to those written agreements together with any clarification made by Seller in writing.
Complete Agreement; Representations. 30 9.2 Expenses...................................................................... 31 9.3
Complete Agreement; Representations. 23 Section 15.03. Amendment, Modification, or Waiver.......................... 24 Section 15.04. Severability................................................ 24 Section 15.05. No Assignment; Binding Effect; No Third-Party Beneficiaries............................................... 24 Section 15.06. Headings.................................................... 24 Section 15.07. Counterparts................................................ 24 Section 15.08. Governing Law............................................... 24 FORM OF TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT, dated as of this 30th day of September, 2005 (this "Agreement"), is between American Express Company, a New York corporation ("AXP"), and Ameriprise Financial, Inc., a Delaware corporation ("Ameriprise," and together with AXP, each a "Party" and collectively, the "Parties"). AXP has its executive office at American Express Tower, 3 World Financial Center, 200 Vesey Street, New York, New York 10285. Ameriprise has an executixx xxxxxx xx 707 2nd Avenue, South, Minneapolis, Minnesota 55474.
Complete Agreement; Representations. 20 Section 15.3 Amendment, Modification, or Waiver. 20 Section 15.4 Severability. 20
